Oak Meade

2011 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 2:00
PM Richmond, VA Time On March 11, 2011
Tax Exempt Bonds

Applications should be received at VHDA at least one month
before the bonds are priced (if bonds issued by VHDA), or
75 days before the bonds are issued (if bonds are not issued
by VHDA)
Virginia Housing Development Authority

601 South Belvidere Street
Richmond, Virginia 23220-6500
2011
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 assistance in
organizing the submission in the following order, and actually using tabs to mark them as shown, will facilitate review of your
application. Please note that all mandatory items must be included for the application to be processed. The inclusion of other items
may increase the number of points for which you are eligible under VHDA's point system of ranking applications, and may assist
VHDA in its determination of the appropriate amount of credits that it may reserve for the development.
Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

Scanned Copy of the Signed Tax Credit Application with Attachments (excluding market study and plans & specs) (MANDATOR
Electronic Copy of the Market Study (MANDATORY-Application will be disqualified if study not submitted with application)
Electronic Copy of the Plans (MANDATORY)
Electronic Copy of the Specifications (MANDATORY)
Electronic Copy of the Unit By Unit Work Writeup (MANDATORY if rehab)
$750 Application Fee (MANDATORY)
Tab A: Documentation of Development Location:
A.1 Qualified Census Tract Certification
A.2 Revitalization Area Certification
Location Map
Surveyor's Certification of Proximity To Public Transportation
Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATORY
Tab C: Virginia State Corporation Commission Certification (MANDATORY)
Tab D: Principal's Previous Participation Certification and Resumé (MANDATORY)
Tab E: Nonprofit Questionnaire (MANDATORY for points or pool)
The following documents need not be submitted unless requested by VHDA:
-Nonprofit Articles of Incorporation -IRS Documentation of Nonprofit Status
-Joint Venture Agreement (if applicable) -For-profit Consulting Agreement (if applicable)
Tab F: Architect's Certification ((MANDATORY))
Tab G: Relocation Plan (MANDATORY, if rehab)
Tab H: PHA / Section 8 Notification Letter
Tab I: Local CEO Letter
Tab J: Homeownership Plan
Tab K: Site Control Documentation & Most Recent Real Estate Tax Assessment (MANDATORY)
Tab L: Plan of Development Certification Letter
Tab M: Zoning Certification Letter
Tab N: Copies of 8609s To Certify Developer Experience
Tab O: (Reserved)
Tab P: Plans and Specifications and Work Write-Up (MANDATORY)
Tab Q: Documentation of Rental Assistance
Tab R: Documentation of Operating Budget
Tab S: Documentation of Project Budget
Tab T: Documentation of Financing Sources
Tab U:
Documentation To Request Exception To Restriction-Pools With Little/No Increase In Rent Burdened Population
Documentation of site location in an urban development area as defined in §15.2-2223.1of the Code of Virginia
Documentation of the development participating in a locally adopted affordable housing dwelling unit program area as
described in either §15.2-2304 or §15.2-2305 of the Code of Virginia
Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal
Tab W: Attorney's Opinion (MANDATORY)
Tab X: (Reserved)
Tab Y: Marketing Plan for units meeting accessibility requirements of HUD section 504
v1.1.2011 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation
VHDA TRACKING NUMBER 2011-C-16

I. General Information
All code "Section" references are to, and the term "IRC" shall be deemed to mean, March 7, 2011
the Internal Revenue Code of 1986, as amended. (Date of Application)
A. Development Name and Location:

1. Name of Development Oakmeade Apartments
2. Address of Development 300 Airport Place
(Street)
Richmond VA 23075
(City) (State) (Zip Code)
3. If complete 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)
4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:
City/County of Henrico County (ie; Richmond City, Chesterfield County; see application manual)
5. Does the site overlap one or more jurisdictional boundaries? Yes No
If yes, what other City/County is the site located in besides the one mentioned above?
6. Census Tract the development is located in: 2014.03
Is this a Qualified Census Tract: Yes No (If yes, attach required form in TAB A)
7. Is the development located in a Difficult Development Area? No If no, applicant may request that the property be treated
as if it is located in a DDA. If so, indicate by checking this box: (Note: This provision is NOT applicable to tax exempt bond deals.
8. Is the development located in a revitalization area? Yes No (If yes, attach required form in TAB A)
9. Is the development an existing RD or HUD S8/236 development? Yes No (If yes, attach required form in TAB Q)
Note to #9: If there is an identity of interest between the applicant and the seller in this proposal, and the applicant is seeking points in
this category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/or
rehabilitation, or obtain a waiver of this requirement from VHDA prior to application submission to receive these points.
a. Applicant agrees to waive all rights to any developer's fee or
other fees associated with acquisition and/or rehab. Yes n/a
b. Applicant has obtained a waiver of this requirement from VHDA
prior to the application submission deadline. Yes n/a
10. Is the development located in a census tract with a poverty
rate <10% with no tax credit units currently present? Yes No
11. Is the development listed on the RD 515 Rehabilitation Priority List? Yes No
12. Is the proposed development located in an urban development area as defined in §15.2-2223.1of the Code of Virginia?
Yes No (If yes, attach required form in TAB U)
13. Will the proposed development participate in a locally adopted affordable housing dwelling unit program area as described in
either §15.2-2304 or §15.2-2305 of the Code of Virginia? Yes No (If yes, attach required form in TAB U)
14. Congressional District 3 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf

Planning District 15 http://www.vapdc.org/aboutpdcs.htm#PDC%20Map
State Senate District 9 http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdf
State House District 97 http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf
15. Location Map Attached (TAB A)
B. Project Description:
In the space provided below, give a brief description of the proposed project.
The project entails the comprehensive renovation and preservation of an existing, aging affordable apartment community.
v1.1.2011 Page 1
Low Income Housing Tax Credit Application For Reservation
C. Reservation Request
1. Total annual credit amount request (Must be the same as Part IX-D8) $802,142
2. Credits requested from:

9% Credits
Nonprofit Set-Aside (All nonprofit owned developments which meet tests
described in Part II-D hereof may select this)
Local Housing Authorities Richmond MSA Pool
Planning District 8 (Inner Washington MSA) Pool Tidewater MSA Pool
Northwest / North Central VA Area Pool Balance of State Pool (Remaining Geographi
Non-Competitive Pool (Preservation) Non-Competitive Pool (Disability)
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:

all buildings or
some buildings.
D Type(s) of Allocation/Allocation Year

D.
1. Regular Allocation
All of the buildings in the development are expected to be placed
in service this year. For those buildings the owner will, this year, request an
allocation of 2011 credits for new construction, or
rehabilitation, or
acquisition and rehabilitation.
2. Carryforward Allocation
All of the buildings in the development are expected to be placed
in service within two years after the end of this calendar year, 2011, but the
owner will have more than 10% basis in the development before the end of twelve
months following allocation of credits. For those buildings, the owner requests
a carryforward allocation of 2011 credits pursuant to Section 42(h)(1)(E) for:
new construction, or
rehabilitation, or
acquisition and rehabilitation (even if you acquired a building this year and
"placed it in service" for the purpose of the acquisition credit, you cannot receive
the 8609 form for it until the rehab 8609 is issued for that building once the rehab
work is "placed in service" in 2012 or 2013).
3. Federal Subsidies
The development will not receive federal subsidies.
This development will receive federal subsidies for:
all buildings or
some buildings.
v1.1.2011 Page 2
E. Acquisition Credit Information

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

All buildings satisfy the 10-year look-back rule of IRC Section 42 (d)(2)(B), including the
10% basis/$15,000.00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement.
All buildings qualify for an exception to the 10-year rule under IRC Section 42(d)(2)(D)(i),
Subsection (I)
Subsection (II)
Subsection (III)
Subsection (IV)
Subsection (V)
The 10-year rule in IRC Section 42 (d)(2)(B) for all buildings does not apply pursuant to IRC Section 42(d)(6).
Different circumstances for different buildings: Attach a separate sheet and explain for each building.
F. Rehabilitation Credit Information
NOTE: If no credits are being requested for rehabilitation expenditures, so indicate and go
on to Section II. No Rehabilitation
Minimum Expenditure Requirements

All buildings in the development satisfy the rehab costs per unit requirement of IRC
Section
S ti 42(e)(3)(A)(ii).
42( )(3)(A)(ii)
All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the
10% basis requirement (4% credit only).
All buildings in the development qualify for the IRC Section 42(f)(5)(B)(ii)(II) exception.
Different circumstances for different buildings. Attach a separate sheet and
explain for each building.
G. Request For Exception

The proposed new construction development (including adaptive reuse and rehabilitation that creates additional rental
space) is subject to an assessment of up to minus 20 points for being located in a pool identified by the Authority as a po
with little or no increase in rent burdened population. N/A - Does not apply to this proposed development.
Applicant seeks an exception to this restriction in accordance with one of the following provisions under 13VAC10-180-
Proposed development is specialized housing designed to meet special needs that cannot readily be addressed
utilizing existing residential structures. Documentation Attached (TAB U)
Proposed development is designed to serve as a replacement for housing being demolished through
redevelopment. Documentation Attached (TAB U)
Proposed development is housing that is an integral part of a neighborhood revitalization project sponsored by
a local housing authority. Documentation Attached (TAB U)
v1.1.2011 Page 3
II. OWNERSHIP INFORMATION
NOTE: VHDA may allocate credits only to the tax-paying entity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please fill
in the legal name of the owner. The ownership entity must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except those
involving the admission of limited partners) prior to the placed-in-service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in its
sole discretion. IMPORTANT: The Owner name listed on this page must match exactly the owner name listed on the Virginia State Corporation Commission
Must be an individual or legally formed entity
A. Owner Information:
Name Oakmeade Associates, L.P.
Contact Person First: Kevin Middle: David Last: Orth
Address 269 South Main Street, Suite E
(Street)
Providence RI 02903
(City) (State) (Zip Code)
Federal I. D. No. Not yet applied for (If not available, obtain prior to Allocation)
Phone 401-553-2002 Fax 401-553-2004 Email address korth@aap-llc.com
Type of entity: Limited Partnership Other
Individual(s) Corporation
Owner's organizational documents (e.g. Partnership agreements & ownership structure chart) attached (Mandatory TAB B)
Certification from Virginia State Corporation Commission attached (Mandatory TAB C)
Principal(s) involved (e.g. general partners, LLC members, controlling shareholders, etc.):
Names ** Phone Type Ownership % Ownership
Kevin Orth 401-553-2002 General partner 70.00%
Thomas Dawson 415-332-8393 General partner 30.00%
0.00%
0.00%
0.00%
0.00%
0.00%
This should be 100% of the GP or managing member interest: 100.00%
** These should be the names of individuals who comprise the GP or managing members, not simply the names of
separate partnerships or corporations which may comprise those components.
Principals' Previous Participation Certification attached (Mandatory TAB D) & resumé.
B. Seller Information:
Name Oakmeade Partners Contact PersonLawrence Salzman
Address 6720 Patterson Avenue
Richmond, VA 23226 Phone 804-288-9108
Is there an identity of interest between the seller and owner/applicant? Yes No

If yes, complete the following:
Principal(s) involved (e.g. general partners, controlling shareholders, etc.)
Names Phone Type Ownership % Ownership
0.00%
0.00%
0.00%
0.00%
v1.1.2011 Page 4
C. Development Team Information:

Complete the following as applicable to your development team.
1. Tax Attorney: Stephen Wallace Related Entity? Yes No

Firm Name: Nixon Peabody, LLP
Address: 401 9th Street, NW, Suite 900, Washington, DC 20004
Phone: 202-585-8000 Fax: 202-585-8080
2. Tax Accountant: Cherie James Related Entity? Yes No

Firm Name: Cherie James, CPA, PLC
Address: P. O. Box 5966, Virginia Beach, VA 23471
Phone: 757-363-5887 Fax: 757-363-5887
3. Consultant: Related Entity? Yes No

Firm Name: Role:
Address:
Phone: Fax:
4. Management Entity (Contact): Charles Nimmo Related Entity? Yes No

Firm Name: F&W Management Corporation
Address: PO Box 20809, Roanoke, VA 24018
Phone: 540-774-1641 Fax: 540-776-8680
5. Contractor (Contact): Thomas Dawson Related Entity? Yes No

Firm Name: Precision General Commercial Contractors, Inc.
Address: 300 Turney Street, 2nd Floor, Sausalito, CA 94965
Phone: 415-332-8390 Fax: 415-332-8391
6. Architect: Lawrence Kliewer Related Entity? Yes No

Firm Name: Cox, Kliewer & Company, P.C.
Address: 2533 Virginia Beach Boulevard, Virginia Beach, VA 23452
Phone: 757-431-0033 Fax: 757-463-0380
7. Real Estate Attorney: Patrice Harris Talbott Related Entity? Yes No

Firm Name: Nixon Peabody, LLP
Address: 401 9th Street, NW, Suite 900, Washington, DC 20004
Phone: 202-585-8000 Fax: 202-585-8080
8. Mortgage Banker: Related Entity? Yes No

Firm Name:
Address:
Phone: Fax:
9. Other (Contact): Related Entity? Yes No

Firm Name: Role:
Address:
Phone: Fax:
v1.1.2011 Page 5
D. Nonprofit Involvement:
Applications For 9% Credits - Must be completed in order to compete in the nonprofit tax credit pool.
All Applicants - Must be completed for points for nonprofit involvement under the ranking system.
Tax Credit Nonprofit Pool Applicants: To qualify for the nonprofit pool, an organization described in IRC Section 501
(c)(3) or 501 (c)(4) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:
1. Must "materially participate" in the development and operation of the project throughout the compliance period,
2. Must own all general partnership interests in the development .
3. Must not be affiliated with or controlled by a for-profit organization.
4. Must not have been formed for the principal purpose of competition in the nonprofit pool, and
5. Must not have any staff member, or member of the nonprofit's board of directors materially participate in the proposed project
as a for-profit entity.
All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily
satisfy all of the requirements for participation in the nonprofit tax credit pool.
1. Nonprofit Involvement (All Applicants)

If there is no nonprofit involvement in this development, please indicate by checking here:
and go on to part III
2. Mandatory Questionnaire
If there is nonprofit involvement, you must complete the Non-Profit Questionnaire
Questionnaire attached (Mandatory TAB E)
3. Type of involvement
Nonprofit meets eligibility requirement for points only, not pool or
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
the Applicant (if different from Owner)
Other
(Name of nonprofit)
(Contact Person) (Street Address)
(City) (State) (Zip code)
(Phone) (Fax)
5. Percentage of Nonprofit Ownership (All nonprofit applicants)

Specify the nonprofit entity's percentage ownership of the general partnership interest: 0.0%
v1.1.2011 Page 6
III. DEVELOPMENT INFORMATION
A. Structure and Units:

1. Total number of all units in development 100
Total number of rental units in development 100 bedrooms 214
Number of low-income rental units 100 bedrooms 214
Percentage of rental units designated low-income 100.00%
2. The development's structural features are (check all that apply):
Row House/Townhouse Detached Single-family

Garden Apartments Detached Two-family
Slab on Grade Basement
Crawl space Age of Structure: 39
Elevator Number of stories: 2
3. Number of new units 0 bedrooms 0
Number of adaptive reuse units 0 bedrooms 0
Number of rehab units 100 bedrooms 214
4. Total Floor Area For The Entire Development 101,268.00 (Sq. ft.)
5. Unheated Floor Area (Breezeways, Balconies, Storage) 0.00 (Sq. ft.)

6. Nonresidential Commercial Floor Area 0.00 (Sq. ft.)
(Not eligible for funding)
7. Total Usable Residential Heated Area 101,268.00 (Sq. ft.)
8. Number of Buildings (containing rental units) 12
9. Commercial Area Intended Use:
10. Project consists primarily of a building(s) which is (are)(CHOOSE ONLY ONE)
Low-Rise (1-5 stories with any structural elements made of wood)

Mid-Rise (5-7 stories with no structural elements made of wood)
High-Rise (8 or more stories with no structural elements made of wood)
11. a. Total Net Rental Square Feet 91,895.23

b. Percentage of Net Rentable Square Feet Deemed To Be New Rental Space 12.55%
B. Building Systems:
Please describe each of the following in the space provided.
Community Facilities: Community office, central laundry facility and playground
Exterior Finish: Combination of brick and painted wood siding

Heating/AC System: Gas furnace and central AC
Architectural Style: Traditional pitched roof apartments
v1.1.2011 Page 7
C. Amenities:
1. Specify the average size per unit type: (Including pro rata share of heated common area)
Assisted Lvg 0.00 SF 1Bdrm Eld 0.00 SF 3-Bdrm Gar 1,208.52 SF
1-Sty-Eff-Eld 0.00 SF 2Bdrm Eld 0.00 SF 4-Bdrm Gar 0.00 SF
1-Sty 1BR-Eld 0.00 SF Eff-Gar 0.00 SF 2+Sty 2BR TH 996.02 SF
1-Sty 2BR-Eld 0.00 SF 1-Bdrm Gar 767.02 SF 2+Sty 3BR TH 1,170.52 SF
Eff-Eld 0.00 SF 2-Bdrm Gar 918.52 SF 2+Sty 4BR TH 1,411.52 SF
2. Total gross usable, heated square feet for the entire project less nonresidential commercial area:
101,268.00 Documentation attached (TAB F) Mandatory
(Sq. ft.)
NOTE: All developments must meet VHDA's Minimum Design and Construction Requirements.
By signing and submitting the Application For Reservation of Low Income Housing Tax Credits the
applicant certifies that the proposed project budget, plans & specifications and work write-ups incorporate
all necessary elements to fulfill these requirements.
3. Check the following items which apply to the proposed project:

Documentation attached (TAB F Architect Certification) Mandatory
For any project, upon completion of construction/rehabilitation: (Optional Point items)

3% a(1) Percentage of 2-bedroom units that have 1.5 bathrooms
36% a(2) Percentage of 3 or more bedroom units that have 2 bathrooms
b. A community/meeting room with a minimum of 749 square feet is provided
50.84% c. Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows)
d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements
e. All windows meet the EPA's Energy Star qualified program requirements
f. Every unit in the development is heated and cooled with either (i) heat pump equipment with both a
SEER rating of 15.0 or more and a HSPF rating of 8.5 or more , or (ii) air conditioning equipment
with a SEER rating of 15.0 or more, combined with gas furnaces with an AFUE rating of 90% or
more
g. Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill)
h. Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.)
i. Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice.
j. All water heaters meet the EPA's Energy Star qualified program requirements.
k. Every unit in the development will be heated and cooled with a geothermal heat pump that meets
EPA Energy Star qualified program requirements.
l. The development will have a solar electric system that will remain unshaded year round, be oriented
to within 15 degrees of true south, and be angled horizontally within 15 degrees of latitude.
Expected Total Electrical Load (kilowatt hours per month): 0

Percent of Expected Load Offset By Solar Electric System: 0.00%
v1.1.2011 Page 8
Low Income Housing Tax Credit Application For Reservation
For all projects exclusively serving elderly and/or handicapped tenants, upon completion
of construction/rehabilitation: (Optional Point items)
a. All cooking ranges will have front controls

b. All units will have an emergency call system
c. All bathrooms will have an independent or supplemental heat source
d. All entrance doors have two eye viewers, one at 48" and the other at standard height
For all rehabilitation and adaptive reuse projects, upon completion of construction or
or rehabilitation: (Optional Point items)
The structure is listed individually in the National Register of Historic Places or is

located in a registered historic district and certified by the Secretary of the Interior as
being of historical significance to the district, and the rehabilitation will be completed
in such a manner as to be eligible for historic rehabilitation tax credits
Accessibility
Check one or none of the following point categories, as appropriate:
For any non-elderly property, or any elderly rehabilitation property, in which the greater of 5 or 10% of the units will be subject
to federal project-based rent subsidies or equivalent assistance in order to ensure occupancy by extremely low-income persons;
and (ii) the greater of 5 units or 10% of the units will conform to HUD regulations interpreting accessibility requirements of
section 504 of the Rehabilitation Act; and be actively marketed to people with special needs in accordance with a plan submitted
as part of the Application. (All of the units described in (ii) above must include roll-in showers and roll under sinks and front
controls for ranges, unless agree to by the Authority prior to the applicant's submission of its application). (50 points)
For any non-elderly property, or any elderly rehabilitation property, in which the greater of 5 or 10% 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 points)
For any non-elderly property, or any elderly rehabilitation 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. (15 points)
Earthcraft or LEED Development Certification

A li t agrees tto obtain
Applicant bt i EEarthcraft
th ft or LEED certification
tifi ti prior
i tot issuance
i off IRS Form
F 8609.
8609 AArchitect
hit t
certifies in the Architect Certification that the development's design will meet the criteria for such certification.
(15 Points)
LEED Silver Certification
Earthcraft Certification - new construction development will be 15% more energy efficient than 2004 IECC.
Earthcraft Certification - rehabilitation development will be 30% more energy efficient post-rehabilitation
(30 Points)
LEED Gold Certification
(45 Points)
LEED Platinum Certification
If seeking any points associated with LEED or Earthcraft certification, attach appropriate documentation at TAB F
Universal Design - Units Meeting Universal Design Standards

a. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.
Yes No If Yes, attach appropriate documentation at TAB F
b. Number of Rental Units constructed to meet VHDA's Universal Design standards:
10 Units 10%
VHDA Certified Property Management Agent

Owner agrees to use a VHDA Certified Property Management Agent to manage the property.
Yes No
Yes No N/A The market-rate units' amenities are substantially equivalent to those of the
low-income units. If no, explain differences:
v1.1.2011 Page 9
IV. TENANT INFORMATION
A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERMINE

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

Income Levels Rent Levels
# of Units % of Units # of Units % of Units
0 0.00% 40% Area Median 10 10.00% 40% Area Median
0 0.00% Non-LMI Units 0 0.00% Non-LMI Units
100 100.00% Total 100 100.00% Total
B. Special Housing Needs/Leasing Preference:
1. If 100% of the low-income units will be occupied by either or both of the following special needs
groups as defined by the United States Fair Housing Act, so indicate:
Yes Elderly (age 55 or above)
Yes Physically or mentally disabled persons (must meet the requirements of the federal
Americans with Disabilities Act)
2. Specify the number of low-income units that will serve individuals and families with children by
providing three or more bedrooms: 22 Number of units 22% of total low-income units
3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or physical
displacement on those tenants be minimized, in which Owners agree to abide by the Authority's Relocation
Guidelines for LIHTC properties. Relocation Plan Documentation attached (TAB G)
4. If leasing preference will be given to applicants on public housing waiting list and/or Section 8
waiting list, so indicate:
Yes
No
Locality has no such waiting list; If yes, provide the following information:
Organization which holds such waiting list: Richmond Redevelopment & Housing Authority
Contact person (Name and Title) Sharon Valentine, Program Eligibility Coordinator
Phone Number 804-780-4375 Required documentation attached (TAB H)
5. If leasing preference will be given to individuals and families with children.

(Less than or equal to 20% of the units must have 1 or less bedrooms).
Yes
No
v1.1.2011 Page 10
V. LOCAL NEEDS AND SUPPORT
Note: Please refer to the Application Manual for specific instructions and deadlines for pertaining to locality
notification of proposed Low income Housing Tax Credit developments.
A. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or
County Administrator) of the political jurisdiction in which the development will be located:
Chief Executive Officer's Name Virgil R. Hazelett
Chief Executive Officer's Title County Manager
Street Address PO Box 90775 Phone 804-501-4206
City Henrico State VA Zip 23273-0775
Name and title of local official you have discussed this project with who could answer questions for the
local CEO: John Young, Community Development Manager
If the property overlaps another jurisdiction please fill in the following:

Chief Executive Officer's Name
Chief Executive Officer's Title
Street Address Phone
City State Zip
Name and title of local official you have discussed this project with who could answer questions for the
local CEO:
B. Project Schedule
ACTUAL OR NAME OF
ACTIVITY ANTICIPATED PERSON
DATE RESPONSIBLE
Site
Option/Contract 3/8/10 Kevin Orth
Site Acquisition 11/1/11 Kevin Orth
Zoning Approval 3/1/11 Kevin Orth
Site Plan Approval 3/1/11 Kevin Orth
Financing
A. Construction Loan
Loan Application 5/1/11 Kevin Orth
Conditional Commitment 7/1/11 Kevin Orth
Firm Commitment 8/1/11 Kevin Orth
B. Permanent Loan - First Lien
Loan Application 5/1/11 Kevin Orth
Conditional Commitment 7/1/11 Kevin Orth
Firm Commitment 8/1/11 Kevin Orth
C. Permanent Loan-Second Lien
Loan Application NA
Conditional Commitment NA
Firm Commitment NA
D. Other Loans & Grants
Type & Source, List
Application NA
Award/Commitment NA
Formation of Owner 2/25/10 Kevin Orth
IRS Approval of Nonprofit Status NA
Closing and Transfer of Property to Owner 11/1/11 Kevin Orth
Plans and Specifications, Working Drawings 3/1/11 Kevin Orth
Building Permit Issued by Local Government 11/1/11 Kevin Orth
Start Construction 11/15/11 Kevin Orth
Begin Lease-up 11/1/11 Kevin Orth
Complete Construction 12/15/12 Kevin Orth
Complete Lease-Up 12/15/12 Kevin Orth
Credit Placed in Service Date 12/15/12 Kevin Orth
v1.1.2011 Page 11
VI. SITE CONTROL
Note: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentary
evidence of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time the
property will be subject to occupancy restrictions must be included herewith. (9% Competitive Credits - An option or
contract must extend beyond the application deadline by a minimum of four months.)
Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated
future transfers to the Owner are not sufficient. The Owner, as identified in Subpart II-A, must have site control at the
time this Application is submitted.
NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a
long-term lease) the Owner before the allocation of credits is made this year.
Contact us before you submit this application if you have any questions about this requirement.
A. Type of Site Control by Owner:
Applicant controls site by (select one and attach document - Mandatory TAB K)
Deed - attached
Long-term Lease - attached (expiration date: )
Option - attached (expiration date: )
Purchase Contract - attached (expiration date: 11/29/11 )
If more than one site for the development and more than one form of site control, please so indicate
and attach a separate sheet specifying each site,
site number of existing buildings on the site,
site if any,
any
type of control of each site, and applicable expiration date of form of site control. A site control
document is required for each site.
Most recent property tax assessment - Mandatory TAB K
B. Timing of Acquisition by Owner:

Select one:
Owner already controls site by either deed or long-term lease or
Owner is to acquire property by deed (or lease for period no shorter than period property
will be subject to occupancy restrictions) no later than 11/29/11
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 10.68%

Project Wide Capture Rate - Market Units 0.00%
Project Wide Capture Rate - All Units 10.68%
Project Wide Absorption Period (Months) 9
v1.1.2011 Page 12
C. Site Description
1. Exact area of site in acres 7.500
2. Has locality approved a final site plan or plan of development?

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

Yes No
Required documentation form attached (TAB M)
4. Will the proposal seek to qualify for points associated with proximity to public transportation?
Yes No
Required documentation form attached (TAB A)
D. Plans and Specifications
Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)
1. A location map with property clearly defined.

2. Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location of existing utilities, and water, sewer, electric,
gas in the streets adjacent to the site). Contour lines and elevations are not required.
3. Sketch plans of main building(s) reflecting overall dimensions of:
a. Typical 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.
4. Required documentation for rehabilitation properties: A unit-by-unit work write-up.
v1.1.2011 Page 13
VII. OPERATING BUDGET
A. Rental Assistance
1. Do or will any low-income units receive rental assistance?
Yes No
2. If yes, indicate type of rental assistance:
Section 8 New Construction Substantial Rehabilitation

Section 8 Moderate Rehabilitation
Section 8 Certificates
Section 8 Project Based Assistance
RD 515 Rental Assistance
Section 8 Vouchers
State Assistance
Other:
3. Number of units receiving assistance: 99

Number of years in rental assistance contract: 1
Expiration date of contract: 06/30/11
Contract or other agreement attached (TAB Q)
B. Utilities
1. Monthly Utility Allowance Calculations
Utilities Type of Utility Utilities Enter Allowances by Bedroom Size

(Gas, Electric, Oil, etc.) Paid by: 0-bdr 1-bdr 2-bdr 3-bdr 4-br
Heating Gas Owner X Tenant 0 68 75 100 125
Air Conditioning Electric Owner X Tenant 0 0 0 0 0
Cooking Gas Owner X Tenant 0 0 0 0 0
Lighting Electric Owner X Tenant 0 0 0 0 0
Hot Water Gas Owner X Tenant 0 0 0 0 0
Water Owner X Tenant 0 12 20 28 36
Sewer X Owner Tenant 0 0 0 0 0
Trash X Owner Tenant 0 0 0 0 0
Total utility allowance for costs paid by tenant $0 $80 $95 $128 $161
2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

HUD
Utility Company (Estimate) Local PHA
Utility Company (Actual Survey) Other:
v1.1.2011 Page 14
C. Revenue
1. Indicate the estimated monthly income for the Low-Income Units: **
Total Number of Total Monthly
Unit Type Tax Credit Units Rental Income
Efficiency Units 0 $0
1 Bedroom Units 12 $7,140
Total Number of Tax Credit Units 100
Plus Other Income Source (list): Laundry, tenant charges $342

Equals Total Monthly Income: $68,782
Twelve Months x12
Equals Annual Gross Potential Income $825,380
Less Vacancy Allowance ( 7.0% ) $57,777
Equals Annual Effective Gross Income (EGI) - Low Income Units $767,603
** Beginning at Row 75 enter the appropriate data for both tax credit and market rate units in the yellow shaded cells.
2. Indicate the estimated monthly income for the Market Rate Units: **
Total Number of Total Monthly
Unit Type Market Units Rental Income
Efficiency Units 0 $0
1 Bedroom Units 0 $0
Total Number of Market Units 0
Plus Other Income Source (list): $0

Equals Total Monthly Income: $0
Twelve Months x12
Equals Annual Gross Potential Income $0
Less Vacancy Allowance ( 0.0% ) $0
Equals Annual Effective Gross Income (EGI) - Market Rate Units $0
Documentation in Support of Operating Budget attached (TAB R)
List number of units by type: TOTAL UNITS
ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR

0 0 0 0 0 12
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2+Story 2 BR-TH 2+Story 3 BR-TH 2+Story 4 BR-TH

6 2 0 60 16 4
1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD Note: Please be sure to enter the number of units in the
0 0 0 appropriate unit category. If not, you will find an error on
the scoresheet at 5a, 6a & 6b.
List number of units by type: TAX CREDIT UNITS
ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR
0 0 0 0 0 12
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2+Story 2 BR-TH 2+Story 3 BR-TH 2+Story 4 BR-TH

6 2 0 60 16 4
1 Story-EFF-ELD 1 Story-1 BR-ELD 1 Story-2 BR-ELD

0 0 0
Efficiency Units
Unit Type / Net Rentable Monthly Rent Total
Rent Targeting Number Units Square Feet Per Unit Monthly Rent
Efficiency - 40% 0 0.00 $ - $ -

Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
v1.1.2011 Page 15
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -

Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -

Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0 00
0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Total Efficiency Total Monthly Eff.
Tax Credit Units: 0 0.00 Tax Credit Rent: $ -
Efficiency - Market 0 0.00 $ - $ -

Total Efficiency
Market Units: 0 0.00 Total Monthly
Eff. Market Rent: $ -
Total Eff. Units: 0 Total Eff. Rent $ -
1-Bedroom Units
Net Rentable Monthly Rent Total
1 BR - 40% 1 696.00 $ 595 $ 595

v1.1.2011 Page 15
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 50% 2 598.12 $ 595 $ 1,190

1 BR - 50% 7 696.00 $ 595 $ 4,165
1 BR - 50% 2 706.17 $ 595 $ 1,190
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
Total 1-BR Total Monthly 1-BR
Tax Credit Units: 12 8,176.58 Tax Credit Rent: $ 7,140
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
Total 1-BR
1-BR Market Rent: $ -
Total 1-BR Units: 12 Total 1-BR Rent $ 7,140
v1.1.2011 Page 15
2-Bedroom Units
2 BR - 40% 7 774.00 $ 660 $ 4,620

2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 50% 4 774.00 $ 660 $ 2,640

2 BR - 50% 4 760.56 $ 660 $ 2,640
2 BR - 50% 2 930.55 $ 660 $ 1,320
2 BR - 50% 2 1,072.42 $ 660 $ 1,320
2 BR - 50% 47 929.87 $ 660 $ 31,020
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
v1.1.2011 2 BR - Market 0 0.00 $ - $ - Page 15
Total 2-BR
3-Bedroom Units
3 BR - 40% 2 1,022.17 $ 790 $ 1,580

3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 50% 10 1,022.17 $ 790 $ 7,900

3 BR - 50% 2 1,090.73 $ 790 $ 1,580
3 BR - 50% 4 1,190.10 $ 790 $ 3,160
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0 00
0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 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 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
v1.1.2011 Page 15
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 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
Total 3-BR
4-Bedroom Units
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 50% 4 1,311.17 $ 880 $ 3,520

4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
v1.1.2011 Page 15
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 $ - $ -
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 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
Total 4-BR
Total Units 100 Net Rentable SF: TC Units 91,895.23

MKT Units 0.00
Total NR SF: 91,895.23
Floor Space Fraction 100.0000%
v1.1.2011 Page 15
D. Operating Expenses
Administrative:
1. Advertising/Marketing $1,500
2. Office Salaries $0
3. Office Supplies $5,150
4. Office/Model Apartment (type______) $0
5. Management Fee $38,500
5.02% of EGI 385 Per Unit
6. Manager Salaries $41,500
7. Staff Unit (s) (type______) $0
8. Legal $1,500
9. Auditing $7,200
10. Bookkeeping/Accounting Fees $0
11. Telephone & Answering Service $4,625
12. Tax Credit Monitoring Fee $3,000
13. Miscellaneous Administrative $6,200
Total Administrative $109,175
Utilities
14. Fuel Oil $0
15. Electricity $26,800
16. Water $3,250
17. Gas $3,300
18. Sewer $23,700
Total Utility $57,050
Operating:
19. Janitor/Cleaning Payroll $0
20. Janitor/Cleaning Supplies $0
21. Janitor/Cleaning Contract $0
22. Exterminating $4,625
23. Trash Removal $11,325
24. Security Payroll/Contract $10,000
25. Grounds Payroll $23,500
26. Grounds Supplies $1,000
27. Grounds Contract $18,000
28. Maintenance/Repairs Payroll $39,000
29. Repairs/Material $33,500
30. Repairs Contract $10,300
31. Elevator Maintenance/Contract $0
32. Heating/Cooling Repairs & Maintenance $1,500
33. Pool Maintenance/Contract/Staff $0
34. Snow Removal $600
35. Decorating/Payroll/Contract $6,200
36. Decorating Supplies $6,200
37. Miscellaneous $0
Operating & Maintenance Totals $165,750
Taxes & Insurance
38. Real Estate Taxes $35,000
39. Payroll Taxes $25,800
40. Miscellaneous Taxes/Licenses/Permits $0
41. Property & Liability Insurance $17,450
42. Fidelity Bond $0
43. Workman's Compensation $0
44. Health Insurance & Employee Benefits $0
45. Other Insurance $0
Total Taxes & Insurance $78,250
6544
Total Operating Expense $410,225
D1. Total Oper. Ex. Per Unit $4,102 D2. Total Oper. Ex. As % EGI (from E3) 53.44%
Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $30,000
Total Expenses $440,225
v1.1.2011 Page 16
E. Cash Flow (First Year)

1. Annual EGI Low-Income Units from (C1) $767,603
2. Annual EGI Market Units (from C2) + $0
3. Total Effective Gross Income = $767,603
4. Total Expenses (from D) $440,225
5. Net Operating Income = $327,378
6. Total Annual Debt Service (from Page 21 B2) - $278,328
7. Cash Flow Available for Distribution = $49,050
F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow
Stabilized
Year 1 Year 2 Year 3 Year 4 Year 5
Eff. Gross Income 767,603 782,188 797,049 812,193 827,625
Less Oper. Expenses 440,225 453,432 467,035 481,046 495,477
Net Income 327,378 328,756 330,015 331,148 332,148
Less Debt Service 278,328 278,328 278,328 278,328 278,328
Cash Flow 49,050 50,428 51,687 52,820 53,820
Debt Coverage Ratio 1.18 1.18 1.19 1.19 1.19

Eff. Gross Income 843,350 859,374 875,702 892,340 909,294
Net Income 333,008 333,722 334,280 334,676 334,901
Cash Flow 54,681 55,394 55,953 56,348 56,573

Eff. Gross Income 926,571 944,176 962,115 980,395 999,023
Net Income 334,945 334,802 334,460 333,910 333,143
Cash Flow 56,618 56,474 56,132 55,582 54,815
Estimated Annual Percentage Increase in Revenue 1.90% (Must be < 2%)
Estimated Annual Percentage Increase in Expenses 3.00% (Must be > 3%)
v1.1.2011 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:
Executed Construction Contract
Executed Trade Payment Breakdown
Appraisal
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 VIII.
Amount of Cost up to 100% Includable in

Eligible Basis--Use Applicable Column(s):
"30% Present Value Credit" (D)
Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present
New Construction Value Credit"
1. Contractor Cost
A. Off-Site Improvements 0 0 0 0
B. Site Work 0 0 0 0
C. Geothermal System 0 0 0 0
D. Unit Structures (New) 0 0 0 0
E. Unit Structures (Rehab) 5,404,270 0 0 5,404,270
F. Solar Electric System 0 0 0 0
G. Asbestos Removal 0 0 0 0
H. Demolition 0 0 0 0
I
I. Commercial Space Costs 0 0 0 0
J. Structured Parking Garage 0 0 0 0
K. Subtotal A: (Sum 1A..1J) 5,404,270 0 0 5,404,270
L. General Requirements 324,256 0 0 324,256
M. Builder's Overhead 108,085 0 0 108,085
( 2.0% Contract)
N. Builder's Profit 324,256 0 0 324,256
( 6.0% Contract)
O. Bonding Fee 0 0 0 0
P. Other 0 0 0 0
Q. Contractor Cost
Subtotal (Sum 1K..1P) $6,160,867 $0 $0 $6,160,867
2. Owner Costs
A. Building Permit 0 0 0 0
B. Arch./Engin. Design Fee 50,000 0 0 50,000
( 500 /Unit)
C. Arch. Supervision Fee 10,000 0 0 10,000
( 100 /Unit)
D. Tap Fees 0 0 0 0
E. Soil Borings 0 0 0 0
v1.1.2011 Page 18

2. Owner Costs Continued
F. Construction Loan 0 0 0 0
Origination Fee
G. Construction Interest 24,500 0 0 24,500
( 0.0% for 0 months)
H. Taxes During Construction 0 0 0 0
I. Insurance During Construction 0 0 0 0
J. Cost Certification Fee 9,000 0 0 9,000
K. Title and Recording 30,000 21,429 0 8,571
L. Legal Fees for Closing 50,000 0 0 5,000
M. Permanent Loan Fee 52,500 0 0 0
( 1.5% )
N. Other Permanent Loan Fees 10,000 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 0 0 0 0
Q. Environmental Study 7,200 0 0 7,200
R. Structural/Mechanical Study 0 0 0 0
S. Appraisal Fee 3,500 0 0 3,500
T. Market Study 3,000 0 0 3,000
U. Operating Reserve 344,276 0 0 0
V. Tax Credit Fee 56,901 0 0 0
W. OTHER $256,190 $0 $0 $256,190
(SEE PAGE 19A)
X. Owner Cost
Subtotal (Sum 2A..2W)
2A 2W) $907 067
$907,067 $21 429
$21,429 $0 $376 961
$376,961
Subtotal 1 + 2 $7,067,934 $21,429 $0 $6,537,828

(Owner + Contractor Costs)
3. Developer's Fees 1,102,310 0 0 1,102,310
4. Owner's Acquisition Costs

Land 515,000
Existing Improvements 1,353,000 1,353,000
Subtotal 4: $1,868,000 $1,353,000
5. Total Development Costs

Subtotal 1+2+3+4: $10,038,244 $1,374,429 $0 $7,640,138
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
1.1.2011 Page 19

W. OTHER OWNER COSTS
Contingency Reserve 175,000 0 0 175,000

(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
Survey 6,000 0 0 6,000
Tenant relocation 75,190 0 0 75,190
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
Subtotal (Other Owner Costs) $256,190 $0 $0 $256,190
v1.1.2011 Page 19A


"30 % Present Value Credit"
(C) Rehab/ (D)
New "70 % Present
Item (A) Cost (B) Acquisition Construction Value Credit"
5. Total Development Costs
Subtotal 1+2+3+4 10,038,244 1,374,429 0 7,640,138
6. Reductions in Eligible Basis
Subtract the following:

A. Amount of federal grant(s) used to finance 0 0 0
qualifying development costs
B. Amount of nonqualified, nonrecourse financing 0 0 0
C. Costs of nonqualifying units of higher quality 0 0 0

(or excess portion thereof)
D. Historic Tax Credit (residential portion) 0 0 0
7. Total Eligible Basis (5 minus 6 above) 1,374,429 0 7,640,138
8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)

(i) For QCT or DDA (Eligible Basis x 30%) 0 0
(ii) For Earthcraft or LEED Certification 0 764,014
Total Adjusted Eligible basis 0 8,404,152
9. Applicable Fraction 100.0000% 100.0000% 100.0000%
10. Total Qualified Basis (Same as Part IX-C) 1,374,429 0 8,404,152

(Eligible Basis x Applicable Fraction)
11. Applicable Percentage 3.33% 0.00% 9.00%

(For 2011 9% competitive credits, use the March 2011 applicable percentages for acq.)
(For 9% non-competitive & tax exempt bonds, use the most recently published rates)
12. Maximum Allowable Credit under IRC §42 $45,768 $0 $756,374

(Qualified Basis x Applicable Percentage)
(Same as Part IX-C and equal to or more than $802,142
credit amount requested) Combined 30% & 70% P. V. Credit
v1.1.2011 Page 20
B. Sources of Funds
1. Construction Financing: List individually the sources of construction financing, including any such
loans financed through grant sources:
Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person
1. Construction lender $3,400,000
2. $0
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 Date of Amount of Annual Debt Rate of Period of
Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)
1. Permanent lender $3,400,000 $278,328 7.25% 30 18
2. $0 $0 0.00% 1000 0
3. $0 $0 0.00% 1000 0
4. $0 $0 0.00% 1000 0
5. $0 $0 0.00% 1000 0
6. $0 $0 0.00% 1000 0
Totals: $3,400,000 $278,328
3. Grants: List all grants provided for the development:
Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person
1. $0
2. $0
3. $0
4. $0
5. $0
6. $0
Total Permanent Grants: $0

v1.1.2011 Page 21
4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

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

Cash Investment $0
Contributed Land/Building $0 Assessment Attached (TAB S)
Deferred Developer Fee $221,747
Other: $0
Equity Total $221,747
7. Total of All Sources (B2 + B3 + B4 + B5 + B6) $3,621,747
(not including syndication proceeds except for historic tax credits)
8. Total Development Cost $10,038,244

(From VIII-A5)
9. Less Total Sources of Funds (From B7 above) $3,621,747
10. Equals equity gap to be funded with low-income tax credit

proceeds (must equal IX-D3) $6,416,498
C. Syndication Information (If Applicable)
1. Actual or Anticipated Name of Syndicator To be determined

2. Contact Person Phone
3. Street Address
City State Zip
4. a. Total to be paid by anticipated users of credit (e.g., limited partners) $6,416,494

b. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit) $0.80
c. Percent of ownership entity (e.g., 99% or 99.9%) 99.99%
d. Net credit amount anticipated by user of credits $802,062
e. Syndication costs not included in VIII-A5 (e.g., advisory fees) $0
5. Net amount which will be used to pay for Total Development Cost (4a-4e)
as listed in Part VIII-A5 (same amount as Part IX-D3) $6,416,494
6. Amount of annual credit required for above amounts

(same amount as Part IX-D6) $802,142
7. Net Equity Factor [C5 / (C6 X 10)]
(same amount as Part IX-D4) 79.99%
8. Syndication: Public or Private

9. Investors: Individual or Corporate
v1.1.2011 Page 22
D. Recap of Federal, State, and Local Funds/Any Credit Enhancements
1. Are any portions of the sources of funds described above for the development financed directly or indirectly
with Federal, State, or Local Government Funds? Yes No
If yes, then check the type and list the amount of money involved.
Below-Market Loans Market-Rate Loans
Tax Exempt Bonds $0 Taxable Bonds $0

RD 515 $0 Section 220 $0
Section 221(d)(3) $0 Section 221(d)(3) $0
Section 312 $0 Section 221(d)(4) $0
Section 236 $0 Section 236 $0
VHDA SPARC/REACH $0 Section 223(f) $0
HOME Funds $0 Other: $0
Other: $0
Other: $0
Grants Grants
CDBG $0 State $0
UDAG $0 Local $0
Other: $0
This means grants to the partnership. If you received a loan financed by a locality which received one of the
listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program
which funded it.
2. Subsidized Funding: list all sources of funding for points. Documentation Attached (TAB T)
Source of Funds Commitment date Funds

1
1. $0
2. $0
3. $0
4. $0
5. $0
3. Does any of your financing have any credit enhancement? Yes No

If yes, list which financing and describe the credit enhancement:
4. Other Subsidies Documentation Attached (TAB Q)

Real Estate Tax Abatement on the increase in the value of the development.
New project based subsidy from HUD or Rural Development for the greater of 5 or 10% of the units in the development.
Other Subsidies Section 8 Housing Assistance Payments Contract
5. Is HUD approval for transfer of physical asset required?

Yes No
E. For Transactions Using Tax-Exempt Bonds Seeking 4% Credits:

For purposes of the 50% Test, and based only on the data entered to this
application, the portion of the aggregate basis of buildings and land financed with
tax-exempt funds is: N/A
v1.1.2011 Page 23
IX. ADDITIONAL INFORMATION
A. Extended Use Restriction
NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement as
required by the IRC governing the use of the development for low-income housing for at least 30 years.
However, the IRC provides that, in certain circumstances, such extended use period may be terminated early.
This development will be subject to the standard extended use agreement which permits early
termination (after the mandatory 15-year compliance period) of the extended use period.
This development will be subject to an extended use agreement in which the owner's right to any
early termination of the extended use provision is waived for 25 additional years after the 15-
year compliance period for a total of 40 years. Do not select if IX.B is checked below.
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. After the mandatory 15-year compliance period, a qualified nonprofit as identified in the
attached nonprofit questionnaire, or local housing authority will have the option to purchase
or the right of first refusal to acquire the development for a price not to exceed the outstanding
debt and exit taxes. Do not select if extended compliance is selected in IX.A above.
Option or Right of First Refusal in Recordable Form Attached (TAB V)

Enter name of qualified nonprofit:
2. A qualified nonprofit or local housing authority submits a homeownership plan committing to

sell the units in the development after the mandatory 15-year compliance period to tenants whose
incomes shall not exceed the applicable income limit at the time of their initial occupancy.
Do not select if extended compliance is selected in IX.A above.
Homeownership Plan Attached (TAB J)
v1.1.2011 Page 24
C. Building-by-Building Information Must Complete

Qualified 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 Acquisition Credit for Construction 70% Present Value Credit
TAX MARKET
CREDIT RATE Actual or Actual or Actual or
UNITS UNITS Estimate Anticipated Estimate Anticipated Estimate Anticipated
Build Street Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit
ing # Address Basis Date Percentage Amount Basis Date Percentage Amount Basis Date Percentage Amount
1. 8 0 101-115 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
2. 8 0 117-131 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
3. 8 0 133-147 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
4. 11 0 149-169 Airport Place $145,854 11/01/11 3.33% 4,857 $0 0.00% 0 $891,848 12/15/12 9.00% 80,266
5. 7 0 171-183 Airport Place $83,343 11/01/11 3.33% 2,775 $0 0.00% 0 $509,612 12/15/12 9.00% 45,865
6. 7 0 185-197 Airport Place $83,343 11/01/11 3.33% 2,775 $0 0.00% 0 $509,612 12/15/12 9.00% 45,865
7. 11 0 199-219 Airport Place $145,854 11/01/11 3.33% 4,857 $0 0.00% 0 $891,848 12/15/12 9.00% 80,266
8. 8 0 221-235 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
9. 8 0 237-251 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
10. 8 0 253-267 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
11. 8 0 269-283 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
12. 8 0 285-299 Airport Place $114,504 11/01/11 3.33% 3,813 $0 0.00% 0 $700,154 12/15/12 9.00% 63,014
13. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
14. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
15. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
16. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$1,374,429 $0 $8,404,152
$45,768 $0 $756,374
Qualified Basis Totals (must agree with VIII-A10)
Credit Amount Totals (must agree with VIII-A-12)
v1.1.2011 Page 25


TAX MARKET
17. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
18. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
19. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
20. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
21. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
22. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
23. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
24. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
25. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
26. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
27. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
28. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
29. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
30. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
31. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
32. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
v1.1.2011 Page 25 (2)



TAX MARKET
33. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
34. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
35. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
36. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
37. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
38. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
39. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
40. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
41. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
42. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
43. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
44. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
45. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
46. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
47. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
48. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
v1.1.2011 Page 25 (3)



TAX MARKET
49. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
50. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
51. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
52. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
53. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
54. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
55. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
56. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
57. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
58. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
59. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
60. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
61. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
62. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
63. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
64. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
v1.1.2011 Page 25 (3)



TAX MARKET
65. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
66. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
67. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
68. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
69. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
70. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
71. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
72. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
73. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
74. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
75. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
76. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
77. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
78. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
79. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
80. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
v1.1.2011 Page 25 (3)



TAX MARKET
81. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
82. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
83. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
84. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
85. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
86. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
87. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
88. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
89. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
90. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
91. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
92. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
93. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
94. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
95. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
96. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
v1.1.2011 Page 25 (3)

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 determine, as required by the IRC, the amount of credits which may be allocated for the development. However, VHDA
at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable for the
information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding,
expected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such
reservation may differ significantly from the amount you compute below.
1. Total Development Costs (from VIII-A5, Column A page 20) $10,038,244
2. Less Total Sources of Funds (from VIII-B7 page 22) $3,621,747
3. Equals Equity Gap $6,416,498
4. Divided by Net Equity Factor (VIII-C7 page 22) 79.99%

(Percent of 10-year credit expected to be raised as equity investment)
5. Equals Ten-Year Credit Amount Needed to Fund Gap $8,021,424
Divided by ten years 10
6. Equals Annual Tax Credit Required to Fund the Equity Gap $802,142
7. The Maximum Allowable Credit Amount $802,142

(from VIII-A12-combined figure)
(This amount must be equal to or more than 6 above)
8. Reservation Amount (Lesser of 6 or 7 above)

Credit per Unit 8,021 Combined 30% & 70% PV Credit
Credit per Bedroom 3,748 $802,142

Comprised of
$45,768 and $756,374

30% PV Credit 70% PV Credit
(Based on same relative percentages as VIII-A12)
E. Attorney’s Opinion Goal Seek Function

Attached in Mandatory TAB W) If you incur the error message that your reservation amount is not equal
to the equity gap amount you may use the goal seek function within the Excel
spreadsheet to eliminate the error message. To use the “Goal Seek” function first
place the curser box on cell V28. Using the mouse arrow, point and click on
“Tools” on the top line and then click on the “Goal Seek” option. A box will
appear with the V28 cell shown in the top space, place the cursor in the middle
box and type in the new amount that you want the equity gap to be which should
be the reservation amount below, then place the cursor in the bottom space and at
the bottom of the page click on page 22. Then place the cursor on cell N15
(Deferred Developer Fee) and click on “OK”. A message should then appear that
a solution has been found and if the amount is correct click “OK”. If the amounts
are now equal the error message will disappear.
v1.1.2011 Page 26
F. Statement of Owner
The undersigned hereby acknowledges the following:
1. that, to the best of its knowledge and belief, all factual information provided herein or in connection
herewith is true and correct, and all estimates are reasonable.
2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs,
damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of,
or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and
the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.
3. that points will be assigned only for representations made herein for which satisfactory documentation is
submitted herewith and that no revised representations may be made in connection with this application
once the deadline for applications has passed.
4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein
relative to basis, credit calculations, and determination of the amount of the credit necessary to make the
development financially feasible, is provided only for the convenience of VHDA in reviewing reservation
requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount
of credits applied for has been computed in accordance with IRC requirements; and that any notations
herein describing IRC requirements are offered only as general guides and not as legal authority.
5. that the undersigned is responsible for ensuring that the proposed development will be comprised of
qualified low-income buildings and that it will in all respects satisfy all applicable requirements of federal
tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.
6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the
undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relative
to the determination of qualified basis for the development as a whole and/or each building therein
individually as well as the amounts and types of credit applicable thereof, but that the issuance of a
reservation based on such representation in no way warrants their correctness or compliance with 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.
v1.1.2011 Page 27
9. that the requirements for applying for the credits and the terms of any reservation or allocation
thereof are subject to change at any time by federal or state law, federal, state or VHDA
regulations, or other binding authority.
10. that reservations may be made subject to certain conditions to be satisfied prior to allocation
and shall in all cases be contingent upon the receipt of a nonrefundable application fee of
$750 and a nonrefundable reservation fee equal to 7% of the annual credit amount reserved.
11. that a true, exact, and complete copy of this application, including all the supporting
documentation enclosed herewith, has been provided to the tax attorney who has provided the
required attorney's opinion accompanying this submission, and
12. that the applicant has provided a complete list of all residential real estate developments in
which the general partner(s) has (have) or had a controlling ownership interest and, in the
case of those projects allocated credits under Section 42 of the IRC, complete information on
the status of compliance with Section 42 and an explanation of any noncompliance. The
applicant hereby authorizes the Housing Credit Agencies of states in which these projects are
located to share compliance information with the Authority.
13. that the information in this application may be disseminated to others for purposes of
verification or other purposes consistent with the Virginia Freedom of Information Act.
However, all information will be maintained, used or disseminated in accordance with the
Government Data Collection and Dissemination Practices Act. The applicant may refuse to
supply the information requested, however, such refusal will result in VHDA's inability to
process the application. The original or copy of this application may be retained by VHDA,
even if tax credits are not allocated to the applicant.
In Witness Whereof, the undersigned, being authorized, has caused this document to be executed in its
name on this ~ day of rch ,2011.
Legal Name 0 Oakmeade Associates, L.P.

By:
Its: Manager of General a er
(Title)
vl.1.2011 Page 28
2011 LlHTC SELF SCORE SHEET:
Self Scoring Process
his worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in t
QAP. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other items,
enoted below in the green shaded celis, are items that are typically evaluated by VHDA's staff during the application review an
easibility analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about you
pplication and enter the appropriate responses in the green shaded cells of this score sheet. All but two require yes/no responses,
:in which case enterY or N as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses: Y
'- the letter indicates unconditional support; N - the letter indicates opposition to the project; NC - no comment from the locality, 0
lany other response which is neither unconditional support nor opposition. Item 5e1 requires a numeric value to be entered. Pleas
remember that the score is only an estimate based on the selection criteria using the reservation application data and th
responses you've entered on this score sheet. VHDA reserves the right to change application data and/or score sheet response
here appropriate, which may change the final score.
MANDATORY ITEMS: Score

a. Signed, completed application YorN o
b. Duplicate copy of application YorN o
c. Partnership agreement YorN o
d. SCC Certification YorN o
e. Previous participation form YorN o
f. Site control document YorN o
g. Architect's Certification YorN o
h. Attorney's opinion Yor N o
i. Nonprofit questionnaire (if NP) Y, N, N/A o
1. READINESS:
a. Plan of development N oor40 0.00
b. Zoning approval
Y o or40 40.00
Total:
40.00
2. HOUSING NEEDS CHARACTERISTICS:

a. VHDA notification letter to CEO o or -50 0.00
b. Local CEO letter (Y,NC,N) o or 25 or 50 50.00
c. Location in a revitalization area N o or30 0.00
d. Location in a Qualified Census Tract and revitalization area N o or 5 0.00
e. Sec 8 or PHA waiting list preference Y o or 10 10.00
f. Subsidized funding commitments 0.00% Up to 40
0.00
g. Existing RD, HUD Section 8 or 236 program Y o or20
20.00
h. Tax abatement or new project based rental subsidy (HUD or RD) Y o or 10
10.00
i. Census tract with <10% poverty rate, no tax credit units N o or25
0.00
j. Development listed on the Rural Development Rehab Priority List N o or 15
0.00
k. Dev. located in area with little or no increase in rent burdened population Up to -20 0.00
I. Dev. located in area with increasing rent burdened population
Up to 20 0.00
Total
90.00
3. DEVELOPMENT CHARACTERISTICS:
a. Unit size (See calculations below) Up to 100 99.71
b. Amenities (See calculations below) Up to 70 50.87
c. Project subsidies/HUD 504 accessibility for 5 or 10% of units Y o or50 50.00
or d. HCV payment standard/HUD 504 accessibility for 5 or 10% of units N o or 30 0.00
or e. HUD 504 accessibility for 4% of units . N o or 15 0.00
f. Proximity to public transportation Y10 0, 10 or 20 10.00
g. Development will be Earthcraft or LEED certified 0,15,30,45 45.00
h. VHDA Certified Property Management Agent Y o or25
25.00
i. Units constructed to meet VHDA's Universal Design standards 10% Up to 15
1.50
j. Developments with less than 100 units
Up to 20
0.00
Total
282.09
4. TENANT POPULATION CHARACTERISTICS:

a. <= 20% of units having 1 or less bedrooms Y o or 15 15.00
b. Percent of units with 3 or more bedrooms
22.00% Up to 15 15.00
Total
30.00
5. SPONSOR CHARACTERISTICS:
a. Developer experience - 3 developments with 3 x units or 6 developments with 1 x units o or50 50.00
or b. Developer experience - 1 development with 1 x units o or 10 0.00
cvPr~t}pper experience uncorrected hazard o or -50
d. Developer experience - noncompliance a or -15 0.00
e1. Developer experience - did not build as represented a or-x 0.00
e2. Developer experience - termination of credits by VHDA a or -10 0.00
f. Management company rated unsatisfactory a or -25 0.00
Total 50.00
6. EFFICIENT USE OF RESOURCES:

a. Credit per unit If #NIA or #REF! appears in tile score column of these point Up to 180 65.37
b. Cost per unit categories check speHing of Clerk's Office on pg 1. It must match Up to 75 40.19
Total exactly with the Jurisdiction names listed in the Application Manual. 105.56
7. BONUS POINTS:
a. Units with rents at or below 40% of AMI 10% Up to 10 10.00
b. Units with rent and income at or below 50% of AMI 100% Up to 50 50.00
or c. Units with rents at or below 50% rented to tenants at or below 60% of AMI 100% Up to 25 0,00
or d. Units in Low Income Jurisdictions with rents <= 50% rented to tenants with <= 60% of AMI 100% Up to 50 0.00
e. Extended compliance 35 Years 40 or 50 50.00
or f. Nonprofit or LHA purchase option N a or 60 0.00
or g. Nonprofit or LHA Home Ownership option N o or5 0.00
Total 110.00
500 Point Threshold - 9% Credits TOTAL SCORE: 707.65

475 Point Threshold Tax Exempt Bond Credits
Unit Size Calculations:

I E-AS LVG I E-EFF E-l BDRM I E-2BDRM
I
~I
High Sq.Ft. I BDRM 0 01 0
Low Sq.Ft. I BDRM a 0: 0
Project Sq.Ft. f BDRM I
0: 0 O! 0
Percentage of Units O.OO%! 0.00%
O.OO~I 0.00%
Points per Bedroom I 0.001 0.00 0.00 0.00
I F-EFF-G F-l BDRM-G F-2 BDRM-G I F-3 BDRM-G

High Sq.Ft. f BDRM 0 610 1.0001
Low Sq.Ft. f BDRM
I 0 500
835!
675' 8001
91~1
Project Sq.Ft.1 BDRM 767 1,209
01
Percentage. of Units 0.00%: 12.00%

6.00% 2.00%
Points per Bedroom I 0.001 12.00 6.00 2.00
F-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH

High Sq.Ft. I BDRM 0 995 1.175 1,225
Low Sq.Ft.1 BDRM 0 775 925 1,000
Project Sq.Ft. f BDRM 0 996 1,171 1,412
Percentage of Units 0.00%1 60.00%, 16.00% 4.00%
Points per Bedroom 0.00: 1 15.71, 4.00
60.00
1 ST El[)"EFF 1 ST ElD-1 BDRM 1 ST ELD-2 BDRM I If you do flot receive a numeric IX

High Sq.Ft.1 BDRM 0 0 0 I in the unit size calculations, pl&a~
Low Sq.Ft. I BDRM 0 0 0 check the values entered on page
I
Project Sq.Ft. f BDRM 0 0 0 These must be whole number nm
Percentage of Units 0.00% 0.00% 0.00% values only. Also check page 7, It
Points per Bedroom 0.00 0.00 0.00 the number of units must be eith<1
adapt or rehab only. Combinatio!
'_T_o_ta_l_u_n_i_t_S_iz_e_P_o_in_ts_:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _9_9_._7....
.. 11 flot ca!culate correctly.
Amenities:
All units have:
8. 1.5 or 2 Bathrooms 11.36% 170

b. Community Room 5.00
c. BrickWalis 50.84% 10.17
d. Kitchen/Laundry Appl-Energy Star 5.00
e. Windows-Energy Star 5.00
f. HeatlAC-SEER-AFUE 10.00
g. Sub-metered water expense 5.00
h. Low flow faucets & showerheads 3.00
i. High speed cable, DSL. wireless internet 1.00
j. Water heaters meet EPA Energy Star requirements 5.00
k. Geothermal Heat Pump - EPA Energy Star requirements 0.00
I. Solar ElectriC System - EPA Energy Star requirements 0.00
Total 50:87
All elderly units have:
vI. 1.2011 a. Front-control ranges 0.00
b. Emergency call system 0.00
c. Independentlsuppl. heat source 0.00
d. Two eye viewers 0.00
Total
All rehab or adaptive reuse units:

b. Historic structure
Total amenities: 50.87
vl.1.2011
$/SF = I $90.64 I CreditslSF = DrEJConst $/unit = $61,609
TYPE OF PROJECT
LOCATION
TYPE OF CONSTRUCTION
FAMILY = 11000; ELDERLY = 12000
BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RUR=600
N C=l; ADPT=2;REHAB{35,000+)=3; REHAB'(15,000-35,OOO)=4
"REHABS LOCATED IN BELTWAY ($15,000-$50,000) See Below
ELDERLY
W 1000
300
3
II an ERROR message appears here check
spelling 01 Clerk's Office on pg 1. It must
match exactly with the Jurisdiction names
ASLVG EFF-E 1 BR-E ZBR-E EFF-E-l ST 1 BR-E-l ST 2 BR-E-1 ST

AVG UNIT SIZE 0 0 0 0 0 0 0
NUMBER OF UNITS 0 0 0 0 0 0 0
1:=~TER-(COSTS=>35,OOO) 0 0 0 0 0 0 0
ETER-(COSTS<35,OOO) 0 0 0 0 0 0 0
PARAMETER-(COSTS=>50.000) 0 0 0 0 0 a 0
PARAMETER-(COSTS<50.000) 0 0 0 0 0 0 0
COST PARAMETER 0 0 o· 0 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER-(CREDITS=>35,OOO) 0 0 0 0 0 0 0
PARAMETER-(CREDITS<35,OOO) 0 0 0 0 0 0 0
PARAMETER-(CREDITS=>50,OOO) 0 0 0 a 0 0 0
PARAMETER-(CREDITS<5O,OOO) 0 0 0 0 0 0 a
CREDIT PARAMETER 0 0 0 0 0 0 0
,PROJECT CREDIT PER UNIT 0
I
'COST PER UNIT POINTS
0
0.00
0
0.00
0
0.00
0
0.00
0
0.00 0.00
°
0.00
iCREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
II FAMILY
3 BR·TH 4BR·TH
~~~~~~~T(
EFF-G 1 BR-G 2BR-G 3 BR-G 4BR-G 2 BR-TH
0 767 919 1,209 0 996 1,171 1,412
SIZE
OF UNITS 0 60 4
12 6 2 0 16
PARAMETER-(COSTS=>35,OOO) a 157,840 204,772 239,306 0 192,445 226,658 239,302

PARAMETER-(COSTS<35,OOO) 0 0 a 0
PARAMETER-(COSTS=>5O,000) 0
0
157,640
0
204,772 239,306
0
a 192,445
°
226,658 239,302
PARAMETER-(COSTS<50,OOO) 0 0 0 0 0 0 0 0
(.;OST PARAMETER a 157,840 204,772 239,306 0 192,445 226,658 239,302

PROJECT COST PER UNIT 0 69,523 83,255 109,541 0 90,280 106,096 127,941
ETER·(CREDITS=>35,OOO) 0 9,495 12,319 14,396 0 12,425 14,634 15,450

ER·(CREDITS<35,OOO) 0 0 0 a 0 a 0 a
1:~METER.(CREDITS=>50,OOO) 0 9,495 12,319 14,396 a 12,425 14.634 15,450
RAMETER·(CREDITS<50.000) 0 0 0 0 0 0 0 a
CREDIT PARAMETER 0 9,495 12,319 14,396 0 12,425 14,634 15,450
PROJECT CREDIT PER UNIT 0 6,076 7,276 9,573 0 7,889 9,272 11,181
ICOST PER UNIT POIIllTS 0.00 5.04 2.67 0,81 0.00 23.89. S.311 1,40
ICREDIT PER UNIT POINTS 0.00 7,78 4.42 1.21 0.00 39.42 10,55 1.99
TOTAL COST PER UNIT POINTS 40.19
TOTAL CREDIT PER UNIT POINTS 65.37
vI. 1.201)
TAB A
(Documentation of Development Location)

TABA.2
(Location Map)
Oakmeade Apartments Location Map
POWHAT
:;
15
(P) 1988-2008 Microsoft Corporation andlor its suppliers. All rights reserved. hltp:I/www.microsoftcom/streetsl
mapping and direction data © 2008 NAVTEQ. All rights reserved. The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the in Right of Canada, © Queen's Prinlerfor
. NAVTEQ and NAVTEQ ON BOARD are trademarks of NAVTEQ. © 2008 Tele ALias North America, Inc, All rights reserved, Tele Atlas and Tele Atlas North Am'e,;ca are Irademarks of Tele Atlas, Inc. Applied Geographic Systems, All
rights reserved,
Oakmeade Apartments Location Map
======~
~u~
Copyright © and (P) 1988-2008 Microsoft Corporation and/or its suppliers. All rights reserved. http://www.microsofl.comlstreetsl
Certain mapping and direction data © 2008 NAVTEQ. All rights reserved. The Data for areas of Canada includes information tak the of Canada, © Queen's Printer for
Ontario. NAVTEQ and NAVTEQ ON BOARD are trademarks of NAVTEQ. @2008 Tele Atlas North America, Inc. All rights reserved. Inc. Geographic Systems. All
rights reserved.
TABA.2
(Surveyor's Certification of Proximity To Public Transportation)

Townes
SITE ENGINEERING
DATE: March 7. 2011
TO: Virginia Housing Development Authority

Richmond. VA 23220-6500
RE: 2011 Tax Credit Reservation Request
Name of Development: Oakmeade Apartments
----------~-------------------------
Name of Owner: Oakmeade Associates. L.P.
Gentlemen:
This letter is submitted to you in support of the Owner's Application for Reservation
of Low Income Housing Tax Credits under Section 42 of the Intemal Revenue Code of
1986. as amended.
Based upon due investigation of -the site and any other matters as it deemed
necessary this firm certifies that: the main street boundary entrance to the property is
within:
o 2.640 feet or Y2 mile of the nearest access point to an existing commuter

rail. light rail or subway station; or
1.320 feet or % mile of the nearest access point to an existing public bus
stop.
J:'SDSKPR0J\20IOOO76\docsI,Surveyor's Certification ofProximity to Public TransportatiOil (3-7-2011).doex

ASK US HQW.
9850 Lori Road, Suite 201 Chesterfield, VA 23832
804-748-9011 Fax 804-748-2590 WWW.cctownes.com
TABB
(Partnership or Operating Agreement)

OAKMEADE ASSOCIATES, L.P.
AGREEMENT OF LIMITED PARTNERSHIP
dated as of
February 25,2010
# 12'lO8672.1
OF
(A VIRGINIA LIMITED PARTNERSHIP)
This Agreement of Limited Partnership of the OAKMEADE ASSOCIATES, L.P.

is made as of the 25 th day of February, 2010, by and among AAP Oakemeade, LLC ("General
Partner"), a Virginia limited liability company as General Partner and Kevin Orth, an individual
("Limited Partner"), pursuant to the provisions of the Virginia Revised Uniform Limited
Partnership Act (the "Act"), on the following terms and conditions:
1. THE PARTNERSHIP
a. Formation. The Partners hereby agree to form the Partnership as a

limited partnership pursuant to the provisions of the Act and upon the
terms and conditions set forth in this Agreement.
b. Name. The name of the Partnership shall be "OAKMEADE

ASSOCIA TES, L.P." or such other name as the General Partner may
hereafter designate in writing to the Limited Partner.
c. Purpose; Character of Partnership Business. The purpose of the

Partnership is to foster low income housing, and specifically to redevelop,
own and operate that certain multifamily property located in Richmond,
Virginia, commonly referred to as Oakmeade Apartments (the "Project"),
and to take advantage of financing and investment funds which may be
made available for the development of such Project as affordable and
other residential property. In furtherance of this purpose, the Partnership
may acquire, hold, maintain, develop, own, operate, improve, lease,
manage, sell, finance or transfer the Project; or portions thereof; and
engage in any other activities deemed by the General Partner in its sole
discretion to be incidental or related thereto.
d. Principal Place of Business. The principal place of business of the

Partnership shall be maintained at 269 South Main Street, Providence,
Rhode Island, 02903. The General Partner may from time to time change
such office and the principal place of business and in such event the
General Partner shall notify the Limited Partner prior to the effective date
of such change.
e. Term. The term of the Partnership commenced on the date that the
certificate of limited partnership (the "Certificate") of the Partnership
was/is filed in the office of the State Corporation Commission of the
Commonwealth of Virginia, in accordance with the Act and shall continue
until the winding up and liquidation of the Partnership.
f. Filings.
# 12908672.1
-2
i. The General Partner has caused the Certificate to be filed in
the appropriate offices of the Commonwealth of Virginia in
accordance with the provisions of the Act. The General
Partner shall take any and all other actions reasonably
necessary to perfect and maintain the status of the
Partnership as a limited partnership under the laws of the
Commonwealth of Virginia or similar type of entity under
the laws of any other states or jurisdictions in which the
Partnership may engage in business. The General Partner
shall cause amendments to the Certificate to be filed
whenever required by the Act. Such amendments may be
executed by the General Partner or by any person
designated in the amendment as a new General Partner.
ii. Upon dissolution, the General Partner shall promptly

execute and cause to be filed a certificate of dissolution in
accordance with the Act and the laws of any other states or
jurisdictions in which the Partnership engages in business.
2. DEFINITIONS
As used in this Agreement, the following· terms shalI have the following
meanings:
a. Agreement or Partnership Agreement means this Agreement of

Limited Partnership, as amended from time to time.
b. Capital Account means the bookkeeping account maintained for

each Partner in accordance with Treasury Regulations issued under
Section 7.04(b) of the Code.
c. Capital Contribution means, with respect to any Partner, the

amount of money and the initial Gross Asset Value of any property (other
than money) contributed to the Partnership by such Partner or attributable
to a Partnership Interest transferred to such Partner (whether or not for
consideration ).
d. Code means the Internal Revenue Code of 1986, as amended from

time to time (or any corresponding provisions of succeeding law).
e. Depreciation means, for each Fiscal Year or other period, an

amount equal to the depreciation, amortization, or other cost recovery
deduction allowable for federal income tax purposes with respect to an
asset for such Fiscal Year or other period, except that if the Gross Asset
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such Fiscal Year or other period,
Depreciation shall be an amount which bears the same ratio to such
#12908672.1
-3
beginning Gross Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Fiscal Year or
other period bears to such beginning adjusted tax basis. In the event that
the federal income tax depreciation, amortization, or other cost recovery
deduction is zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method.
f. Fiscal Year means the twelve-month period ending December 31

in each year.
g. General Partner means any Person who (i) is referred to as General

Partner in the first Section of this Agreement or has become a General
Partner pursuant to the terms of this Agreement, and (ii) has not ceased to
be a General Partner pursuant to the terms of this Agreement.
h. Interest shall mean, with respect to any Partner, such Partner's

Interest in the capital of the Partnership, and Percentage Interest shall
mean such Interest expressed as a percentage of all Partners' Interests in
the capital of the Partnership. Each Partner's initial Percentage Interest
shall be as reflected on Schedule A attached hereto.
i. Limited Partner means any Person who (i) is referred to as Limited

Partner in the first Section of this Agreement or has been admitted as an
additional or Substitute Limited Partner pursuant to the terms of this
Agreement, and (ii) has not ceased to be a Limited Partner pursuant to the
terms of this Agreement.
j. Majority in Interest shall mean those Partners holding in the

aggregate more than fifty percent (50%) of all of the Percentage Interests
in the Partnership.
k. Net Cash Flow means, for each Fiscal Year, the Partnership's
Profits (for this purpose any Losses shall be treated as negative Profits),
adjusted as follows:
I. Increased by the following:
(a) Any receipts which are not included in the

computation of Profits (such as capital
contributions, loan proceeds, and withdrawals from
reserves).
(b) Any deductions not involving cash expenditures

(such as depreciation, amortization and other cost
recovery deductions).
Ii. Decreased by the following:
# 12908672.1
-4
(a) All expenditures which are not deducted in
determining Profits (such as expenditures for capital
improvements, asset acquisitions, and loan
repayments).
(b) Contributions to any reserve established by the

General Partner (the amount of which shall be in the
sole discr~tion of the General Partner) for
anticipated working capital needs, improvements,
reinvestments or any other purposes the General
Partner may determine is necessary Or appropriate
for the operation of the Partnership.
I. Partner means any General Partner or any Limited Partner, where

no distinction is required by the context in which the term is used herein.
m. Partnership means the partnership continued pursuant to this

Agreement and the partnership continuing the business of this Partnership
in the event of dissolution as herein provided.
n. Partnership Property means all real and personal property acquired

by the Partnership and any improvements thereto, and shall include both
tangible and intangible property.
o. Person means any individual, partnership, corporation, trust, or

other entity.
p. Profits and Losses means, for each fiscal year or other period, an
amount equal to the Partnership'S taxable income or loss for such year or
period, determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss, or deduction required to be stated
separately pursuant to Section 703(a)(I) of the Code shall be included in
taxable iocome or loss), with the following adjustments:
i. Income of the Partnersh ip that is exempt from federal

income tax and not otherwise taken into account in
computing Profits or Losses shall be added to such taxable
income or loss.
11. Expenditures of the Partnership described in

Section 705(a)(2)(b) of the Code or treated as such
expenditures pursuant to Treasury Regulation § 1.704·
1(b)(2)(iv)(i), and not otherwise taken into account in
computing Profits or Losses shall be subtracted from such
taxable income or loss.
# 12908672, l
-5
III. In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing
taxable income or .loss, there shall be taken into account
Depreciation for such fiscal year or other period.
q. Transfer shall mean to sell, assign, transfer, gift, donate, pledge,

bequeath, devise or otherwise dispose of or encumber to any Person other
than the Partnership.
r. Treasury Regulations means the regulations promulgated under the

Code, as such regulations may be amended from time to time (including
temporary regulations and corresponding provisions of succeeding
regulations).
3. CAPITAL CONTRIBUTIONS
a. Contributions of Partners. Simultaneous with the execution hereof,

each Partner shall make an initial contribution to the capital of the
Partnership of cash or property in the amount and kind set forth next to
that Partner's respective name on Schedule A attached hereto. The
Partners shall not be required to make any additional capital contributions
or advance any funds to the Partnership, except as expressly provided
herein.
b. Limited Liability of Limited Partner. The Limited Partner shall

not be liable for the debts, liabilities, contracts, or any other obligations of
the Partnership. Except as otherwise provided by applicable state law, the
Limited Partner shall be liable only to make his Capital Contributions and
shall not be required to lend any funds to the Partnership or, after his
Capital Contributions have been paid, to make any additional Capital
Contributions to the Partnership.
4. CAPITAL ACCOUNTS
Maintenance of Capital Accounts. The Partnership shaH maintain a

Capital Account for each Partner in accordance with Treasury Regulations
issued under Section 704(b) ofthe Code.
5. ALLOCATIONS
Profits and Losses. Profits and losses of the Partnership shall be

distributed in accordance with the Partners' Percentage Interest.
6. DISTRIBUTIONS
a. Net Cash Flow. Except as otherwise provided in Section 6 hereof,

Net Cash Flow, if any, shall be distributed once annually, at such time as
#12908672.1
-6
the General Partner, in its sole discretion, shall determine and agree, in
accordance with the Partners' Percentage Interests. Any distribution made
pursuant to this Section 6 shall be to all Partners in accordance with each
Partner's Percentage Interest as it exists on the date of such distribution.
b. Special Distribution of Project Proceeds. It is foreseen by the

Partners that after payment of all costs of development for the Project,
including, without limitation, fees to third-party vendors and consultants, a
portion of the funds from financing sources utilized by the Partnership for
development may remain unexpended ("Remaining Proceeds"). The
Partners agree that such funds should be distributed to the General Partner,
as compensation for their development services.
c. DJstributions Upon Liquidation. Notwithstanding Section 6.a

hereof, if all or substantially all of the assets of the Partnership are sold in
connection with a liquidation of the Partnership, or if the Partnership is
otherwise liquidated, the assets of the Partnership shall be distributed in
the following order and priority:
i. First, to payment of the debts and liabilities of the

Partnership (other than those to Partners) in the order of
priority provided by law, provided that the General Partner
shall first pay, to the extent permitted by law, liabilities
with respect to which any Partner is or may be personally
liable.
ii. Second, to payment of the expenses of liquidation of the

Partnership in the order of priority provided by law,
provided that the General Partner shall first pay, to the
extent permitted by law, liabilities or debts owed to
Partners.
iii. Third, to the setting up of such reserves as the General

Partner may deem reasonably necessary for any contingent
or unforeseen liabilities or obligations of the Partnership
arising out of or in connection with the Business, provided
that any such reserve will be held by the General Partner
for the purposes of disbursing such reserves in payment of
any of the aforementioned contingencies and at the
expiration of such period as the General Partner shall deem
advisable (but in no case to exceed eighteen (I 8) months
from the date of liquidation unless an extension of time is
consented to by a majority in Interest of the Limited
Partner), to distribute the balance thereafter remaining in
the manner hereinafter provided.
# 12908672. I
-7
IV. The balance of the proceeds, if any, to be distributed on or
before the later of (i) the end of the taxable year during
which such liquidation occurs or (ii) ninety (90) days after
the date of such liquidation, in accordance with the positive
Capital Account balances of the Partners, as determined
after taking into account all Capital Account adjustments
required by Treasury Regulation § 1.704-1 (b) for the
taxable year of the Partnership in which such liquidation
occurs.
7. MANAGEMENT
a. Authority of the General Partner. Subject to the limitations and

restrictions set forth below and otherwise in this Agreement, the General
Partner shall have the exclusive right to manage and control the day-to
day operations, business and investments, and affairs of the Partnership,
and shall have all of the rights and powers which may be possessed by a
general partner under the Act, including, without limitation, the following
right and power:
i. To make final investment decisions of the Partnership;
ii. To sell, finance or refinance the assets of the Partnership in

pursuit of the Partnership'S purpose as set forth in Section I
of this Agreement and to exercise any rights or powers
possessed by the General Partner thereunder;
iii. To purchase, hold for investment and dispose of, securities

and to enter into agreements with other parties with respect
to any investment activities, which agreements may contain
such terms, conditions and provisions as the General
Partner shall approve;
iv. To purchase from or through others contracts of liability,

casualty and other insurance which the General Partner
deems advisable, appropriate or convenient for the
protection of the Investments or other assets or affairs of
the Partnership or for any purpose convenient or beneficial
to the Partnership;
v. To acquire by purchase, lease, or otherwise any real or

personal property which may, in the sole discretion of the
General Partner, be necessary, convenient, or incidental to
the accomplishment of the purposes ofthe Partnership;
vi. To invest the funds of the Partnership in any medium or

form of investment whatsoever;
1i12908672J
-8
vii. To pay with Partnership funds any and all fees and
expenses incurred in the organization of the Partnership;
viii. To appoint, employ, or contract with any person, the

General Partner may in its sole discretion deem necessary
or desirable for the management of the Partnership, which
persons may, under the supervision of the General Partner:
administer the day-to-day operations of the Partnership; act
as consultants, accountants, correspondents, attorneys,
brokers, escrow agents, or in any other capacity deemed by
the General Partner necessary or desirable; investigate,
select and, on behalf of the Partnership, conduct relations
with persons acting in such capacities and pay appropriate
fees to, and enter into appropriate contracts with, or
. employ, or retain services performed or to be performed by
any of the foregoing persons in connection with the
Investments acquired, sold, or otherwise disposed of;
perform or assist in the performance of such administrative
or managerial functions necessary in the management of
the Partnership; and perform such other acts or services for
the Partnership as the General Partner, in its sole and
absolute discretion, may approve; and
ix. To execute and deliver such agreements, contracts,

documents and instruments with such parties and to give
such receipts, releases and discharges with respect to all of
the foregoing and any matters incident thereto as the
General Partner may deem advisable, appropriate or
convenient.
b. Further Authority of General Partner. Subject to the limitations

and restrictions set forth in this Agreement, the General Partner shall have
the following right and power:
I. To receive all financial and operational data of the

Partnership;
ii. To review and approve any sale, financing or refinancing of

Partnership assets;
iii. To review and approve all proposed acquisitions by

purchase, lease, or otherwise, any real or personal property;
IV. To review and approve annual budgets of the Partnership
# 12<)()8672.1
-9
c. Right to Rely on General Partner. Any Person dealing with the
Partnership may rely upon a certificate signed by the General Partner as to
any of the following:
i. The identity of any Partner.
ii. The existence or nonexistence of any fact or facts which

constitute a condition precedent to acts by a General
Partner or which are in any manner germane to the affairs
ofthe Partnership.
III. The Persons who are authorized to execute and deliver any
instrument or document of the Partnership.
iv. Any act or failure to act by the Partnership or any other

matter whatsoever involving the Partnership or any Partner.
d. Restrictions on Authority of General Partner.
I. Without the consent of all of the Partners, no General

Partner shall have the authority to do any of the following:
(a) Any act in contravention of this Agreement;
(b) Confess a judgment against the Partnership;
(c) To knowingly perform any act that would subject

the Limited Partner to liability as a general partner
in any jurisdiction.
ii: Without the consent of a Majority in Interest of the

Partners, no General Partner shall not have the authority to
(a) elect to dissolve the Partnership; or (b) amend this
Agreement in any manner other than as specifically
permitted herein.
e. Duties and Obligations of General Partner. The General Partner

shall take all actions which may be necessary or appropriate (a) for the
continuation of the Partnership's valid existence as a limited partnership
under the laws of the Commonwealth of Virginia (and of each other
jurisdiction in which such existence is necessary to protect the limited
liability of the Limited Partner or to enable the Partnership to conduct the
business in which it is engaged) and (b) for the acquisition, development,
maintenance, preservation, and operation of Partnership Property in
accordance with the provisions of this Agreement and applicable laws and
regulations.
# 12908672.1
-10
f. Indemnification of General Partner. The Partnership, its receiver,
or its trustee shall indemnify, save harmless, and pay all judgments and
claims against any General Partner or any officers, members or directors
of such General Partner relating to any liability' or damage incurred by
reason of any act performed or omitted to be performed by such General
Partner, or officer or director of such General Partner in connection with
the business of the Partnership, including attorney fees incurred by such
General Partner, or officer or director of such General Partner in
connection with the defense of any action based on any such act or
omission, which attorney fees may be paid as incurred, including all such
liabilities under federal and state securities laws (including the Securities
Act of 1933, as amended) as permitted by law.
8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
a. Voting Rights. The Limited Partner shall have the right to vote on
the matters explicitly set forth in this Agreement as requiring the vote or
consent of the Limited Partner.
b. No Right to Participate in Business. Except as set forth in

Section 8.a, no Limited Partner may participate in the management and
control of the business or affairs of the Partnership or to act to bind the
Partnership in any way.
c. General Partner as Attorney-in-Fact. The Limited Partner hereby

makes, constitutes and appoints the General Partner, with full power of
substitution and resubstitution, its true and lawful attorney-in-fact for it
and in its name, place, and stead and for its use and benefit, to sign,
execute, certify, acknowledge, swear to, file, and record (a) this
Agreement and all agreements, certificates, instruments, and other
documents amending or changing this Agreement as now or hereafter
amended which the General Partner may deem necessary, desirable, or
appropriate including, without limitation, amendments or changes to
reflect (i) the exercise by the General Partner of any power granted to it
under this Agreement; (ii) any amendments adopted by the Partners in
accordance with the terms of this Agreement; (iii) the admission of any
substituted Partner; and (iv) the disposition by any Partner of his Interest
in the Partnership; and (b) any certificates, instruments, and documents as
may be required by, or may be appropriate under, the laws of any state or
jurisdiction in which the Partnership is doing or intends to do business.
The Limited Partner authorizes the General Partner as such attorney-in
fact to take any further action which such attorney-in-fact shall consider
necessary or advisable in connection with any of the foregoing, hereby
giving each such attorney-in-fact full power and authority to do and
perform each and every act or thing whatsoever requisite or advisable to
be done in connection with the foregoing as fully ,as such Limited Partner
#12908672.1
-11
might or could do personally, and hereby ratifying and confirming all that
any such attorney-in-fact shall lawfully do or cause to be done by virtue
thereof or hereof.
9. BOOKS OF ACCOUNT AND FINANCIAL REPORTS
a. Books of Account. At all times during the continuance of the

Partnership, the General Partner shall keep or cause to be kept full and true
books and records of account in which shall be entered fully and
accurately the business transactions arising out of and in connection with
the conduct of the Partnership.
b. Access by Limited Partner. The Limited Partner shall have access

to the Partnership books and records of accounts during business hours.
10. TRANSFERABILITY OF PARTNERSHIP INTERESTS
a. Restrictions on Transfers. Except as otherwise permined by this

Agreement, no General Partner or Limited Partner shall Transfer all or any
portion of their respective Interests.
b. Permitted Limited Partner Transfers. The Limited Partner may

Transfer all or any' portion of its Interests to (a) any other Limited Partner,
or (b) a third party upon approval by the General Partner.
c. Permitted General Partner Transfers. A General Partner may

Transfer all or any portion of its Interests to (a) any other General Partner,
or (b) a third party upon approval by a Majority in Interest of Partners.
11. DISSOLUTION AND WINDING UP
Dissolution. The Partnership shall be dissolved upon the first to occur of

any of the following:
I. December 31, 2080.
ii. The sale of all or substantially all ofthe Partnership Property.
12. AMENDMENTS AND MEETINGS
a. Amendments. Amendments to this Agreement shall be adopted

and be effective as an amendment hereto if it receives the affirmative vote
of a Majority in Interest of the Partners, unless the amendment relates to a
provision requiring a higher percentage for action thereunder, in which
. case the affirmative vote of such higher percentage shall be required.
#12908672.1
-12
b. Notwithstanding. Notwithstanding Section 12 hereof, this
Agreement may be amended by the General Partner, without the consent
of the Limited Partner: (a) to add to the representations, duties, or
obligations of the General Partner or surrender any right or power granted
to the General Partner herein for the benefit of the Limited Partner; and
(b) to cure any ambiguity, to correct or supplement any provision hereof
which may be inconsistent with any other provisions hereof, or to make
any other provision with respect to matters or questions arising under this
Agreement not inconsistent with the intent of this Agreement; provided
that no amendment shall be adopted pursuant to this Section unless the
adoption thereof is for the benefit of or not adverse to the Interests of the
Limited Partner.
13. MISCELLANEOUS
a. Binding Effect. Except as otherwise provided in this Agreement,

every covenant, term, and provision of this Agreement shall be binding
upon and inure to the benefit of the Partners and their respective heirs,
legatees, legal representatives, successors, transferees, and assigns.
b. Construction. Every covenant, term, and provision of this

Agreement shall be construed simply according to its fair meaning and not
strictly for or against any Partner.
c. Headings. Section and other headings contained in this Agreement

are for reference purposes only and are not intended to describe, interpret,
define, or limit the scope, extent, or intent of this Agreement or any
. provision hereof.
d. Severability. Every provision of this Agreement is intended to be

severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the validity
or legality ofthe remainder of this Agreement.
e. Incorporation by Reference. Every exhibit, schedule, and other

appendix attached to this Agreement and referred to herein is hereby
incorporated in this Agreement by reference.
f. Variation of Pronouns. All pronouns and any variations thereof

shall be deemed to refer to masculine, feminine, or neuter, singular or
plural, as the identity of the Person or Persons may require.
g. G·overningLaw. The laws ofthe Commonwealth of Virginia shall

govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the Partners.
#12908672.1
-13
h. Sole and Absolute Discretion. Except as otherwise provided in
this Agreement, all actions which a .General Partner may take and all
determinations which General Partner may make pursuant to this
Agreement may be taken and made at the sole and absolute discretion of
such General Partner.
#12908~nl
-14
IN WITNESS WHEREOF. the parties have entered into this Agreement of
Limited Partnership on the day first set forth above,
GENERAL PARTNER: AAP OAKMEADE, LLC,

a Virginia limited liab" company
LIMITED PARTNER:
-15
SCHEDULE A
to
Of

'(a Virginia Limited Partnership)
Partner Name Capital Contribution Partnership Interest
GENERAL PARTNER: AAP OAKMEADE, LLC $10.00 00.01%
LIMITED PARTNER: KEVIN ORTH $100.00 99.99%
#1 29()8672.I
-I Q
OWNERSHIP STRUCTURE CHART
OWNER
Oakmeade Associates, L.P.
I I
/ /'
GENERAL PARTNER LIMITED PARTNER
AAP Oakmeade, LLC Kevin Orth
.01% of Owner (to be replaced by tax credit
investor entity)
99.99% of Owner
"
I ~
MANAGER MEMBER
Kevin Orth Thomas Dawson
70%ofGP 30%ofGP
TABe
(VA SCC Certification)

STATE CORPORATION COMMISSION
1?jcfimond; Pe6ruary 25, 2010
'lJiis is to certify tliat tfte certificate of Cimiteapartnersfiip of
"was tliis aay aamittea to recora in tliis office ana tfiat tfie saitf .
Eimitetf partnership is autliorizea to transact its 6usiness su6ject
to aC{ O/irginia Caws appCica6Ce to tlie Cimitedpartnersliip ana its
6usiness.
State Corporation Commission

flttest:
. CferFtofthe Commission
CISOJ28
TABD
(Principal's Previous Participation Certification)

Previous Participation Certification
Development Name: Oakmeade Apartments
Name of Applicant: ~~~~~~~~~======
Controlling General Partner: AAP Oakmeade. llC
INSTRUCTIONS:
--~~---------------------
This certification must be signed by an individual who is. or is authorized to act on behalf of the Controlling General
Partner (if LP) or Managing Member (if LLC) of the Applicant, as designated in the Application. VHDA will accept
an authorization document, which gives signatory authorization to sign on behalf of the principals.
2 Attach a resume for each principal of the general partnership (GP) or limited liability company (LLC) and an
organization chart for the limited partnership (LP) and LLC,
3 A Schedule Ii. is required ror every individuo! that makes up the GP 01 Monoging Member - does not apply to
principe!;. of publicly 'lToded corporations.
4 For each property listed as "non-compliance found." please attach a detailed explanation of the nature of the non
compliance. stating whether or not it has been resolved.
5 NEW! Ust only tax credit development experIence for the post 15 years (i.e. since 1996)
6 . The date of this certification must be no more than 30 days prior to submission of the Application.
DEFINITIONS:
For the purpose of this Certification. the following definitions shall apply:
Development shall mean the proposed multifamily rental housing development identified above.
Participants shall mean the principals who will participate in the ownership of the development.
Principal shall mean any person (including any individual. joint venture, partnership. limited liability company.
corporation. nonprofit organization. trust, or any other public or private entity) that (i) with respect to the proposed
development, will own or partiCipate in the ownership of the proposed development or (ii) with respect to an existing
multifamily rental project. has owned or participated in the ownership of such project. all as more fully described
hereinbelow. The person who is the owner of the proposed development or multifamily rental project is considered a
principal. In determining whether any other person is a principal. the following guidelines shall govern:
1. In the case of a partnership which is a principal (whether as the owner or otherwise). all general partners are also
considered principals. regardless of the percentage interest of the general partner;
2. In the case of a public or private corporation or organization or govemmental entity that is a principal (whether as
the owner or otherwise). principals also include the pre.,iden!. vice president. secretary. and treasurer and other
officers who are directly responsible to the board of directors or any equivalent governing body. as well as all
directors or other members of the governing body and any stockholder having a 25% or more interest;
3. In the case of a limited liability company (LLC) that is a principal (whether as the owner or otherwise). all members
are also considered prinCipals. regardless of .the percentage interest of the member;
4. In the case of a trust that is a principal (whether as the owner or otherwise), all persons having a 25% or more
beneficial ownership interest in the assets of such trust;
5. In the case of any other person that is a principal (whether as the owner or othel'oNise). all persons having a 25% or
more ownership interest in such other person are also considered principals; and
6. Any person that directly or indirectly controls. or has the power to control, a principal shall also be considered a
principal.
CERTIFICATIONS:
I hereby certify that all the statements made by me are true, complete and correct to the best of my knowledge and
belief and are made in good faith, including the data contained in Schedule A and any statements attached to this
certification.
1. I further certify that for the period beginning 10 years prior to the date of this Certification:
a. During any time that any of the participants were principals in any multifamily rental project no project has been
foreclosed upon, in default or assigned to the mortgage insurer (governmental or private); nor has mortgage relief
by the mortgagee been given;
b. During any time that any of the participants were principals in any multifamily rental project. there has not been
any breach by the owner of any agreements relating to the construction or rehabilitation, use, operation,
management or disposition of the project, including ,e,novo' from 0 portnership;
c. Dur'ng ony time thor any of the participants were principals on)! muitifamil)! renter project, said principals were
required to in a property to the investor or required by ttle investor to m(JKe 0 cash infusion;
d. To the best of my knowledge, there are no unresolved findings raised as a result of state or federal audits,
management reviews or other governmental investigations concerning any multifamily rental project in which any
of the participants were principals;
e. During any time that any of the participants were principals in any multifamily rental project. there has not been a
suspension or terminotion of payments under any state or federal assistance contract for the project;
f. None of the participants has been convicted of a felony and is not presently, to my knowledge, the subject of a
complaint or indictment charging a felony. A felony is defined as any offense punishable by imprisonment for a
term exceeding one year, but does not include any offense classified as a misdemeanor under the laws of a state
and punishable by imprisonment of two years or less;
g. None of the participants has been suspended, debarred or otherwise restricted by any federal or state
g()'/ernmental enny from doing business with such governmental entity; and
h. None of the participants has defaulted on an obligation covered by 0 surety or performance bond and has not
been the subject of a claim under an employee fidelity bond.
2. I further certify that none of the participants is a Virginia Housing Development Authority IVHDA) employee or a
member of the immediate household of any of its employees.
3. I further certify that none of the participants is participating in the ownership of a multifamily rental housing project
as of this date on which construction has stopped for a period in excess of 20 days or (in the case of a multifamily
rental housing project assisted by any federal or state governmental entity) which has been substantially
completed for more than 90 days but for which requisite documents for closing, such as the final cost certification,
have not been filed with such governmental entity.
4. I further certify that none of the participants has been found by any federal or state governmental entity or court to
be in noncompliance with any applicable civil rights, equal employment opportunity or fair housing laws or
regulations.
5. I further certify that none of the participants was a principal in any multifamily rental project which has been found
by any federal or state governmental entity or court to have failed to comply with Section 42 of the Internal
Revenue Code of 1986, as amended, during the period of time in which the participant was a principal in such
project.
6. Statements above (if any) to which I cannot certity have been deleted by striking through the words. In the case
of any such deletion, I have attached a true and accurate statement to explain the relevant facts and
circumstances. .
. 10
"hZ"
i ormation about properties which have been found to be out of compliance or any material mis
,. '00",,' f~ ""''''00 "0, oppl~aff~ ood pmhibifloo i~"re
Printed Name
Date (date must be no more than 30 days prior to submission of the Application]
Schedule A: List of All Tax Credit Developments lor Each Principal to this Certification
Complete the following, using separate pagers) as needed, for each principal. List Q]j developments that have
received aliocations of tax credits under Section 42 of the IRC.
KevinOrth Controlling G. P. of Proposed Project? -'--,.,..--,.,.-_
Principal's Name:
Controlling Non-
General Total Total Low compliance
Name of Ownership Entity Partner? Dev. Income Placed in 8609(5) Issue Found? YIN
Development Name/Location and Phone Numb.er (Y/N) Units Units Service Date Date (Explain Yes)
Brent Village / Bellevue, BV Associates, LLC / 401- Y 180 152
NE 553-2002 7/2/2002 5/1/2004 Y (1)
~v;uagel
2 Newbridge Associates, LLC Y 152 152
Richmond, V A /401-553-2002 9/23/2003 2/1/2005 Y (2)
3 or Gardens/ Cold Harbor Associates, 140
icsville, VA LLC /401-553-2002 2/25/2005 10/1/2006 Y (3)
4 Oakland Village I Oakland Village Y 100 100
Richmond, VA Associates, LLC I 40 1-553-
2002 2/25/2005 4/2/2007 N
5 Chippenham Place / Chippenham Place Y 144 144
Richmond, VA Associates, L.P. I 401-553-
2002 10/4/2007 612/2009 N
6 Twin Canal Village I Virginia Twin Canal Associates, L.P. Y 300 300 Not applied
Beach,VA 1401-553-2002 for yet
1/14/2010 N
7 Coventry Gardens I Coventry Gardens Y 176 176 Under
Richmond, V A Associates, LP I renovation
401-553-2002 3/31/2010 N
8
9
10
11
12
13
14
15
16 -
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35 i
36
37
38
39
40
41
42
43
44
45
lIHTC as '7001
1st PAGE TOTAL: 1,208 1,164 96% Total Units
Explanation of Noncompliance
1. Corrected noncompliance 8823s were issued by the Nebraska Investment Finance Authority in December 2004,
March 2006, April 2007, December 2007, November 2008, October 2009 and July 2010.
2. Corrected noncompliance 8823s were issued by the Virginia Housing Development Authority in May 2006, April 2007
and March 2009.
3. Corrected noncompliance 8823s were issued by the Virginia Housing Development Authority in August 2008,
December 2008 and February 2011.
Schedule A: List of All Tax Credit Developments for Each Principal to this Certification
Complete the following, using separate pagers} as needed, for each principal. List Qll developments that have
received allocations of tax credits under Section 42 of the IRC.
Principal's Name:'_-,-T_ho--,m--,-,-a_s..; .D. . ;.a-'-w--'s. . ;.o. . ;.n_ _ _ _ _ _ _ __ Controlling G. P. of Proposed Project (Y or N): _Y_ _ __
-~. .- .. ._.
Controlling
General
Low Placed in
Noncompliance
Name of Ownership Entity
Partner
Total Income Service
8609 Found? YIN
Development Name/Location and Phone Number
YIN
Units Units Date
Date (Explain Yes)
Pier Park Pier Park Residences, L.P.
N
164 164 Oct-97
6-98 N
Portland, OR (415) 332-8393 x15
Liberty Village Atchison Village N
100 100 Jul-98
11-6-00 N
(aka Atchison Village) Associates, L.P.
RichmoBd, CA (415) 332-8393 x15
. _. . . ._.
Lion Villas Lion Villas Associates, L. P. N

272 232 May-99 1-22-02 N
San
_. Jose, CA (415) 332-8393 x15 ...
.~~-~ ~ ~~
------ -----
Willow Pointe Parkside Terrace N 210 210 Jun-99 3-14-02 N

(aka Parkside Terrace) Associates, L.P.
§acramento, CA (415) 332-8393 x15
-~.
Delta View Delta View Associates, L. P. N 205 205 Jun-99 1-24-02 N
Antioch, CA (415) 332-8393 x15 _.
Countrywood Village Countrywood Village N 292 292 Dec-OO Apr-03 Y (4)
Sacramento, CA Associates, L.P.

I (415) 332-8393 x15 ------ 1--.
Park Manor Park Manor Associates. N 81 81 Mar-01 Mar-03 Y (5)
Hayward, CA
--~.
Rancho Cordova I RC Rancho Cordova N 95 91 Nov-01 Oct-03 Y (8)
Rancho Cordova, CA
~-.
(415) 332-8: ._.
Florin Meadows FM Florin Meadows N 244 244 Nov-01 Oct-03 N
Sacramento, CA Associates, L. P.
(415) 332-8393 x15
Arbor Square I\lH"valli Hi Associates, L.P. N 125 125 Dec-01 Oct-03 N
aka Valli Hi) (415) 332-8393 x15 _~_. c....~.,.~_.
------ ~----
Lompoc, CA ---- ----
Bryte Gardens Bryte Avenue Associates, N 108 100 Apr-02 Jan-04 Y (6)
West Sacramento, CA L.P.
(415) 332-8393 x15
Heritage Plaza
HP Heritage Plaza N 180 145 10-02 Mar-05 N
Redding, CA
Associates, L.P.
---
H15) 332-8393 x.11 ----------- -----
Brent Village
BV Associates, LLC Y 180 152 Jul-02 May-04 Y (1)
Bellevue, NE
401-553-2002
Newbridge Village
Newbridge Associates, LLC Y 152 152 Sep-03 Feb-05 Y (2)
~ichmond, VA 401-553-2002
---- ---- -- ,------ ---
Cold Harbor Gardens Cold Harbor Associates, Y 156 140 Feb-05 Oct-06 Y (3)
IMechanicsville, VA LLC
401-553-2002 ------ - c----- ------ - -
Oakland Village
Oakland Village Associates, Y 100 100 Feb-05 Apr-07 N
Richmond, VA
LLC'
401-553-2002
,-------- ---- ---- ---- c - - - - - - - - - ---
Sunnyslope DHI Sunnyslope Y 31 31 Feb-05 Mar-06 N

(415) 332-8393 x.15 ------ --~--
Unity Estates
DH I Unity Estates Y 88 84 Dec-05 Sep-06 Y (9)
Sanger, CA
Associates, L.P.
(415) 332-8393 x.15 ---
Tracy Village
DHI Tracy Village Y 72 71 Dec-05 Oct-06 N
Tracy, CA
Associates, L.P.
(415) 332-8393 x.15
College View
DHI College View Y 88 87 Dec-06 Jan -08 N
Marysville, CA
Associates, L. P.
(415) 332-8393 x 15
Rosswood Manor DHI Rosswood Manor Y 97 96 Dec-06 Jan -08 Y (7)
(415) 332-8393 x.15 ------- ,-
Willow Tree DHI Willow Tree Y 108 106 Dec-06 Jan -08 N
(415) 332-8393 x.15 ------
Yuba Gardens,
DHI Yuba Gardens Y
120 118 Dec-06 Jan -08 N
Marysville, CA
Associates, L.P.
(415) 332-8393 x.15
Chippenham Place Chippenham Place Y
144 144 Oct-07 Jun-09 N
Richmond, VA Associates, L.P.
401-553-2002 --- '--------"---
-
K ings Garden DHI Kings Garden Y 100 98 Dec 2007 Apr-09 N

Hanford, CA- Associates, L. P.
(415) 332-8393 x.15 I
S iena Pointe DHI Park Hill Associates, Y 109 101 Dec 2007 Jun-09 N
Hayward, CA L.P.
------
(415) 332-8393 x.15
Tracy Garden Senior Village DHI Tracy Garden Y 88 88 Dec 2008 Sep-09 N
Tracy, CA Associates, L. P.
(415) 332-8393 x.15 ..... _.. ._--- ... ,--- ---------
Casa de Angelo DHI Cas a de Angelo Y 100 100 Dec 2009 Dec-10 N
S acramento, CA Associates, L.P.
(415) 332-8393 x.15 ------
Broadway Senior DHI Broadway Senior Y 120 120 Dec 2009 Dec-10 N
S acramento, CA Associates, L.P.
(415) 332-8393 x.15 ._----_. . ~ .. - ._--_ .. _ ..
T Nin Canal Village Twin Canal Associates, L.P. Y 300 300 Jan-10 Not yet N
V irginia Beach, VA 401-553-2002 applied
-------
for
C oventry Gardens Coventry Gardens Y 176 176 Mar-10 Not yet N
Richmond, VA Associates, L.P. applied
401-553-2002 for ---_.
TOTAL 4,405 4,253 97% LlHTC as % of Total Units

Explanation of Noncompliance
1. Corrected noncompliance 8823s were issued by the Nebraska Investment Finance Authority in December 2004,
March 2006, April 2007, December 2007, November 2008, October 2009 and July 2010.
2. Corrected noncompliance 8823s were issued by the Virginia Housing Development Authority in May 2006, April 2007
and March 2009. .
3. Corrected noncompliance 8823s were issued by the Virginia Housing Development Authority in August 2008,
December 2008 and February 2011.
4. Corrected noncompliance 8823 on one unit issued by the California Tax Credit Allocation Committee in Feb 2007.
5. Corrected noncompliance 8823 on one unit issued by the California Tax Credit Allocation Committee in Aug 2006,
corrected 8823 issued in Feb 2010 on one unit.
6. . Corrected noncompliance 8823 on one unit issued by the California Tax Credit Allocation Committee in Mar 2008.
7. Uncorrected noncompliance 8823s issued by the California Tax Credit Allocation Committee on two units in Feb
2009; Owner will not be taking credits on these two units whose households qualified under HUD guidelines and
cannot be noticed to move.
8. Corrected 8823s issued in Oct 2010 on 5 units.
9. Corrected 8823 issued in Aug 2010 on one unit.
Atlantic American Partners, ILC :: I Company Overview ICompany ... http://www.aap-llc.comlindex.php?overview
Home Company Overview Properties Executive Bios Acquisition Criteria References Contact Us
Company Overview
Since 1996, Atlantic American Partners, LLC and its western-U.S. affiliate, Pacific American
Properties, Inc., have developed thirty-five affordable apartment communities totaling
approximately 5,000 units in fifteen different markets across the country. The combined value of
these developments exceeds $250 million. The majority of these developments have involved
the acquisition and rehabilitation of existing properties, and the balance of the portfolio has
been created through the construction of new, affordable communities.
Atlantic American's competitive advantage derives from its core strengths:
• Highly-experienced and entrepreneurial principals fully-engaged in all facets of the company's operations
• Strong relationships with the industry's leading investors and lenders
• Active in selected markets across a broad geographic area . .
• Specialized, affiliated general contracting company that has perfonned renovations on over 30,000 apartment units coast
to coast
With its nimble structure and broad experience, Atlantic American is able to respond quiCkly and successfully to opportunities
wherever they may arise. Through years of exclusive focus on the acquisition of existing properties with low to moderate income
residents, we have developed a nationally-recognized expertise in transactions involving HUD-insured and state agency loans
with and without IRP decouplings as well as project-based and tenant-based section 8 programs. Of course, we've also been
involved in numerous projects that were conventionally financed when we acquired them.
Atlantic American employs a clearly-defined strategy to acquire, rehabilitate and reposition properties. We carefully select our
projects, focus our resources intenSively on them and deliver on our promises. By dedicating significant attention to a project's
every detail, we minimize potential pitfalls. And if obstacles emerge, our large financial net worth and breadth of experience
enables us to overcome them where others cannot. We've. built strong relationships with brokers, lenders, investors and other key
professionals in our industry with our integrity and proven history of successful projects.
At Atlantic American, affordable housing is about more than bricks and mortar. We provide a
reasonably-priced, high-quality living environment with an emphasiS on personalized, professional
service. We are proud of the numerous supportive services that we have made available to our
residents and of the positive changes that have resulted in their lives.
.,.TO!"
Atlantic American Partners, LLC
©'~00I5-:20()7 AtlantiC American LLC
Atlantic American Partners, LLC:: I Executive Bios IExecutive Bios http://www.aap-llc.comlindex.php?bios
Home Company Overview Properties Executive Bios Acquisition Criteria References Contact Us
Executive Bios
Atlantic American Partners, LLC is a privately-held company owned by Kevin Orth and Thomas Dawson.
Kevin Orth, NAHP-e
Kevin Orth is a principal of Atlantic American partners, LLC with overall responsibility for the day-to-day
operation of the company. He leads AtlantiC American's acquisition activities and oversees asset
management of Atlantic American's current portfolio of affordable apartment communities.
Prior to forming AtlantiC American In 2001, Orth was Vice PreSident in charge of acquisitions for Padfic .
American Properties, Inc., which he joined in 1997. While at PaCific American, he directed all deal sourcing,
contract negotiatlons,Jeal estate due diligence, public finance application production and agency relations,
investor and lender relationships, property financing and clOSings.
Prior to joining Pacific American, Orth was an acquiSitions assodate at Leggat McCall Properties in Boston.
At Leggat McCall, he assisted in the acquisition of value-added commercial properties in the Boston to
Washington, DC corridor. He began his career in real estate in San FranCiSCO, as an investment analyst for
Colliers International, an international real estate brokerage firm.
Orth has a Master of City Planning degree, with a concentration in affordable housing, from the University of California, Berkeley.
He graduated summa cum laude with a Bachelor of Arts degree from the University of Maryland, College Park. He is a certified
National Affordable Housing Professional Executive, (NAHP-e).
Thomas Dawson
Thomas Dawson is a principal of Atlantic American Partners, LLC. Additionally, he is the founder and
general partner of Pacific American Properties and Precision General Commercial Contractors. As a general
partner he has developed over $250 million of apartments and as a general contractor he has completed the
rehabilitation and construction of approximately 32,000 units.
In addition to apartment construction and development, his professional experience includes project
development of restaurants, hotels, office buildings and housing totally over $250 million.
Thomas received his BA in Architecture from Pratt Inst,itute in New York City and received his license to
practice architecture in 1988.
"TQP

©200S-2007, AtlantiC American Partners, LLC
TABF
(Architect's Certification)
INSTRUCTIONS FOR THE COMPLETION OF
APPENDIX F
ARCHITECT'S CERTIFICATION
(This Form Must Be Submitted Under Architect's Letterhead

and included in the Application - Tab F)
NOTE: If the development includes any combination of New Construction, Rehabilitation or

Reuse, then separate Architect Certifications must be provided for each construction type.
41'1l1nt'ivA
The proper completion of this certification is critical to calculate the average unit square
feet and net rentable square feet of each unit type, to document amenity items for which points
will be awarded, and to calculate certain elements of the efficient use of resources points.
If this certification is not completed correctly there may be loss of points or disqualification of the
application to compete for tax credits. If this development receives an allocation of tax credits and
items are not provided as indicated on this certification then VHDA may, at its sole option, require
the payment by the Owner of an amount up to 10% of the Total Development Cost (as set forth in
the Application) of the development as liquidated damages for such violation or the total loss of
credits may result. Therefore, it is imperative that this certification reflect the true and accurate intent
of what will be provided in return for an allocation of tax credits.
Each section of this certification contains instructions on how the information should be provided.
For Unit Size Calculations, the Average Unit Square Feet and Net Rentable Square Feet should be listed
to two (2) decimal places. The number of units indicated should be only the units for which rent will be
collected. For Average Unit Square Feet calculations, the Total Square Feet should equal the Average
Unit Square Feet multiplied by the Number of UnitsfType. The total at the bottom of the Total Square
Feet column should equal item (0) on the same page of the certification, or be within 1 digit due to
rounding. The total at the bottom of the Number of UnitsfType column should equal the number of units
in the tax credit application.
Accessibility certifications on page 8 are for tax credit point categories only and are not to be
confused with minimum code requirements.
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.
Acknowledged:
Printed Name: Lawrence W. Kliewer, Jr.
v1.1.2011
Cox, Kliewer &

Attention: Jim Chandler
RE: ARCHITECT'S CERTIFICATION

Name of Development:
Address of Development:
Name of Owner/Applicant:
The above-referenced Owner has asked our office to provide this certification regarding 0)
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)
1 A location map with property clearly defined.
2 Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location of existing utilities, and water, sewer, electric,
gas in the streets adjacent to the site). Contour lines and elevations are not required.
3 Sketch plans of main buiJding(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 unites);
d. Typical wall section(s) showing footing, foundation, wall and floor structure.
Notes must indicate basic materials in structure, floor and exterior finish.
In addition: required documentation for rehabilitation properties

A unit-by-unit work write-up.
v1.1.2011 2
ARCHITECT'S CERTIFICATION, continued
This certification includes two (2) separate calculations of square footage:

1. Average Unit Square Feet: Measurements Include A Prorata Share of Heated Residential Common Area
2. Net Rentable Square Feet: Measurements Do Not Include A Prorata Share of Any Common Area
and Reflect All Floor Plans of Each Unit Type (1-BR, 2-BR, etc.)
1. Average Unit Square Feet: (These measurements impact the scoring of tax credit applications)
For purposes of determining the usable residential heated square feet, the building(s) were measured from the
outside face of exterior walls and the centerline of any party walls. All unheated spaces and stairwells
which are no more than heated breezeways and nonreSidential, income producing commercial spaces were
subtracted from this measurement. Community rooms, laundry rooms, property management offices and
apartments, heated maintenance 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:
101,268.00 (A) Total floor area in (sq. ft.) for the entire development
0.00 (B) Unheated floor area (breezeways, balconies, storage)
0.00 (C) Nonresidential, commercial (income producing) area
101,268.00 (D) Total usable residential heated area (sq. ft.) for the development
INSTRUCTIONS FOR AVERAGE UNIT SQUARE FEET CALCULATIONS:

Provide the average unit size for each bedroom type, (1 bedroom elderly, 2 bedroom garden, 3
bedroom townhouse, etc.) by adding the total square feet of all the same bedroom types (2 bedroom
garden with 1 bath and 2 bedroom garden with 2 baths) and adding the prorated share of heated
common residential space and divide by the total number of the same bedroom types (2 bedroom
garden). Do not alter any items below.
Average Number of Total

Unit Types Unit Sq. Ft.* x Units/Type = Feet
Assisted Living 0.00 0

1 Story/EFF-Elderly 0.00 0
1 Story/l BR-Elderly 0.00 0
1 Story/2 BR-Elderly 0.00 0
Efficiency Elderly 0.00 0
1 Bedroom Elderly 0.00 0
2 Bedrooms Elderly 0.00 0
Efficiency Garden 0.00
1 Bedroom Garden 767.02 12
2 Bedrooms Garden 918.52 6
3 Bedrooms Garden 1,208.52 2
4 Bedrooms Garden 0.00 0
2+ Story 2 BR Townhouse 996.02 60
2+ Story 3 BR Townhouse 1,170.52
2+ Story 4 BR Townhouse 1,411.5Z 4
Total 100 Total
* Including pro rata share of heated, residential common area
v1.1.2011 3
2. Net Rentable Square

For purposes of calculating Net Rentable Square Feet, the units were measured from the face of each interior wall. ThE
values below therefore indicate the actual square footage of each unit floor plan. (For example, there may be 2 distinc
1-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose of this section of the Architect Certification
document and certify the floor space attributable to residential rental units in the development.)
Percentage of Net Rentable Square Feet Deemed To Be New Rental Space 12.55%
Floor Plan Number of Units

Unit Type Square Feet This Floor Plan Total
Efficiency 0.00 0 0.00

1 Bedroom 598.12 2 1 196.24

1 Bedroom 696.00 8
1 Bedroom 706.17 2
1 Bedroom 0.00 0
1 Bedroom 0.00 0
1 Bedroom 0.00 0
1 Bedroom 0.00 0 0.00
1 Bedroom 0.00 0 0.00
1 Bedroom 0.00 0.00
1 Bedroom 0 0.00
1 Bedroom 0.00 0 0.00
1 Bedroom 0.00 0 0.00
1 Bedroom 0.00 0.00
1 Bedroom 0.00 0 0.00
1 Bedroom 0 0.00
v1.1.2011 4
(Net Rentable Square Feet continued)
2 Bedroom 774.00 8,514.00

2 Bedroom 760.56 3,042.24
2 Bedroom 930.55 1,861.10
2 Bedroom 1,072.42 2,144.84
2 Bedroom 929.87 47 43,703.89
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0 0.00
2 Bedroom 0.00 0.00
2 Bedroom 0.00 0.00
3 Bedroom 1,022.17 12 12,266.04

3 Bedroom 1,090.73 2 2,181.46
3 Bedroom 1,190.10 4 4,760.40
3 Bedroom 0.00 0 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
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0.00
3 Bedroom 0.00 0 0.00
3 Bedroom 0.00 0 0.00
4 Bedroom 1,31 1.17 4 5,244.68

4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0 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 0.00
4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0 0.00
4 Bedroom 0.00 0.00
4 Bedroom 0.00 0 0.00
Total: 91,895.23
v1.1.2011 5
Development Amenities:
I certify that the development's plans and specifications, work write-up, and proposed budget
incorporate all items from VHDA's most current Minimum Design and Construction Requirements.
In the event the plans and specifications and/or work write-up do not include VHDA Minimum Design
and Construction Requirements, then those requirements still must be met, even though the application
is accepted for credits. Please note that this may cause the Application to be ineligible for credits.
The Requirements apply to any new, adaptive reuse or rehabilitated development
(including those serving elderly and/or physically disabled households).
The Minimum Design & Construction Requirements may be found on VHDA's website at
www.vhda.com.
For any development upon completion of construction/rehabilitation: (non-mandatory amenities)
3.03 % a.(l) Percentage of 2 bedroom units that will have 1.5 or more bathrooms
36.36 % 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.
50.84 % c. Percentage of exterior waJls covered by brick (excluding triangular gable end area,
doors windows and retaining walls)
d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program
requirements
e. All windows meet the EPA's Energy Star qualified program requirements
f. Every unit in the development is heated and cooled with either (i) heat pump equipment with
both a SEER rating of 15.0 or more and a HSPF rating of 8.5 or more, or Oi) air conditioning
equipment with a SEER rating of 15.0 or more, combined with gas furnaces with an AFUE
rating of 90% or more
g. Water expense will be sub-metered (tenant will pay monthly or bi-monthly bill)
h. Each bathroom consists only of low-flow faucets (2.2 gpm maximum) and
showerheads (2.5 gpm maximum)
i. Provide necessary infrastructure in all units for high speed cable, DSL or
wireless internet service
j. All water heaters will meet the EPA's Energy Star qualified program requirements.
k. Every unit in the development will be heated and cooled with a geothermal heat pump that meets the
EPA's Energy Star qualified program requirements
D I. The development will have a solar electric system that will remain unshaded year round, be oriented
to with 15 degrees of true south, and be angled horizontally within 15 degrees of latitude
Expected Total Electrical Load (kilowatt hours per month): 0
Percent of Expected Load Offset By Solar Electric System: 0.00%
Initials JLJ!.£(.....£,~~_....
v1.1.2011 6
For all developments exclusively serving elderly and/or handicapped tenants, upon completion of
construction/rehabilitation: (non-mandatory amenities)
D a. All cooking ranges will have front controls

D b. All units will have an emergency call system
D c. All bathrooms will have an independent or supplemental heat source
D 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 construction/ rehabilitation:
(non-mandatory)
D The structure is listed individually in the National Register of Historic Places or
is located in a registered historic district and certified by the Secretary of the
Interior as being of historical Significance to the district, and the rehabilitation will
be completed in such a manner as to be eligible for historic rehabilitation tax
credits
Building Structure:
Number of Stories
[gj Low-Rise (' -5 stories with any structural elements being wood frame construction)
o Mid-Rise (5-7 stories with no structural elements being wood frame construction)
o High-Rise (8 or more stories with no structural elements being wood frame construction)
Initia",1''-''''''--'''''--1---
v1.1.2011 7
Accessibility:
I certify that the development plans and specifications meet all requirements of the federal
Americans With Disabilities Act.
I certify that the development plans and specifications meet all requirements of HUD regulations
interpreting the accessibility requirements of section 504 of the Rehabilitation Act. Please reference
Uniform Federal Accessibility Standards (UFAS) for more particular information.
Check one or none of the following point categories, as appropriate:
cg] For any non-elderly property, or any elderly rehab property, in which the greater of 5 or 10% of the units will
be subject to federal project-based rent subsidies or equivalent assistance in order to ensure occupancy by
extremely low-income persons; and (ii) the greater of 5 or 10% of the units will conform to HUD regulations
interpreting accessibility requirements of section 504 of the Rehabilitation Act and be actively marketed to
people with special needs in accordance with a plan submitted as part of the Application for credits. (All of
the units described in (ii) above must include roll-in showers, roll under sinks and front controls for ranges,
unless agreed to by the Authority prior to the applicant's submission of its application.) 50 pts.
D For any non-elderly property, or any elderly rehab property, in which the greater of 5 or 10% 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.
D For any non-elderly property, or any elderly rehab 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. 15 pts.
As architect of record for the above referenced development, the above certifications are
correct to the best of my knowledge.
Signed:
Printed Name:
Title: Principal
Virginia Registration #: 0401 005960
Phone:
(757) 431-0033
Date:
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.
v1.1.2011 8
.......
--VHDA
Appendix F - VHDA's Universal Design Standards Certification
~ Units
in the development will meet VHDA's Universal Design Standards.
Before issuance of IRS Form 8609, applicant will provide documentation to VHDA as
evidence that such units meet VHDA's Universal Design standards.
The number of rental units that will meet these standards: 10
The total number of rental units in this development: 100
NOTE: For Elderly Developments, 100% of the units in the development must meet the
Universal Design standards in order to qualify for points.
For Family Developments, points are awarded based on a percentage of the

number of units meeting the Universal Design standards.
For the tax credit applicant to qualify for points associated with Universal Design,
the architect of record must on VHDA's list of Universal Design certified architects.
v1.1.2011 9
Appendix F - EarthCraft or LEED Certification of Development
* Earthcraft Certification - The development's design meets the criteria for EarthCraft
certification. Architect understands that before issuance of IRS Form 8609, applicant will obtain
and provide Earthcraft Certification to VHDA.
n !\lew Construction - , 5% more energy efficient than the 2004 International Energy Conservation Code
n New Construction - 20% more energy efficient than the 2004 International Energy Conservation Code
o New Construction - 25% more energy efficient than the 2004 International Energy Conservation Code
o Rehab - 30% more energy efficient post-rehabilitation as measured by Earthcraft
o Rehab - 40% more energy efficient post-rehabilitation as measured by Earthcraft
r:g] Rehab - 50% more energy efficient post-rehabilitation as measured by Earthcraft
LEED Certification - The development's design meets the criteria for the U.S.
Green Building Council LEED green building certification. Architect understands that before
issuance of IRS Form 8609, applicant will obtain and provide LEED Certification to VHDA.
o LEED Silver Certification

o LEED Gold Certification
o LEED Platinum Certification
* NOTE 1: Applicants seeking Earthcraft certification MUST attach the completed and
signed Earthcraft Acknowledgement form to the Architect Certification and
submit it with the tax credit application. This form can be found on the
following page
NOTE 2: For the tax credit applicant to qualify for pOints associated with this section, the
architect of record must be on VHDA's list of attendees of the Multifamily
Professional Training conducted by Earthcraft Virginia.
Signed:
Printed Name:
Architect of Record
(same individual as on page 8)
Date: $
v1.1.2011 10
Appendix F - EarthCraft Acknowledgement
An Earthcraft representative has met with the development's design team and has reviewed the follmving:
I. A set of plans, induding all architectural, mechanical and plumbing plans (renovation projects require the
development's pre- and post-renovation plans)
2. Construction Specification Sheet(s) (renovation projects require both an existing conditions spec sheet and
a proposed scope of work spec sheet)
3. Project Information Sheet
Based on review of the above, Earthcraft agrees that the development can attain the following
level of energy efficiency:
New Construction - Based on the 2004 International Energy Conservation Code (IECC).
o 15% Improvement over IECe

o .20% Improvement over IECC
o 25% Improvement over IEee
Renovation Based on improvement over existing conditions of the development.
o 30% Improvement over existing conditions

Signed:
Printed Name:
.>
Earthcraft Reprellentative
Date:
v1.1.2011 11
TABG
(Relocation Assistance Guidelines)

Oakmeade Apartments
Relocation Plan
Tbis plan has been prepared in order to inform current residents of the intended
renovation of Oakmeade Apartments and of measures planned by the owner of the
property to minimize the impact of this renovation on residents. This plan is believed and
intended to meet all requirements of the Virginia Housing Development Authority
("Authority") and shall be amended where necessary if found deficient by the Authority.
The plan is organized in the following five sections:
1) Contact information for the owner/developer and management company;

2) Scope of the renovation work, including estimated timetables;
3) Planned measures to minimize construction impact;
4) Anticipated rents and rental policies after the renovation
5) Advisory services to be offered;
6) Summary determination as to Moving Cost Reimbursement
1) Contact Information
Owner/Developer
Name Oakmeade Associates, L.P.
Contact Person Kevin Orth
Address 269 South Main Street, Suite E
Providence, RI 02903
Phone 401-553-2002
Management Company
Name F&W Management Corporation
Contact Person Sherry Milliron
Address PO Box 20809
Roanoke, VA 24018
Phone 540-774-1641
2) Scope of the Renovation

The property will undergo a comprehensive renovation that will result in improved
comfort, safety and convenience for all residents. Some of the more significant work to
be performed to exterior and common areas will include: replacement of existing roofs,
siding and windows; replacement of heating and air conditioning equipment; additional
lighting throughout property;- improved landscaping; enlarged clubhouse and new
playground.
Interiors will also be significantly improved with such items as new kitchen and
bathroom cabinetry and countertops, installation of dishwashers and appliances, drywall
repairs and painting. Floor and bathtub replacements will also be done in selected units.
Many of the 2-bedroom apartments will be enlarged with a living room addition. And, ten
apartments will be modified to meet the needs of disabled residents.
It is anticipated that the entire renovation project will take approximately fifteen months.
The apartments will need to be vacant while they are under construction. The following is
the estimated construction timetable:
Buildings Estimated Date of Constr.

101-115, 117-131 Airport PI 112/12 3113/12
133-147, 149-169 Airport PI 3/17/12 5/26112
171-183, 185-197 Airport PI 5/30112 8/8112
199-219,221-235 Airport PI 8112112 - 10/21112
237-251, 253-L67 Airport PI 10/25112 -12129/13
269-283, 285-299 Airport PI 112113 3113/13
3) Planned Measures to Minimize Construction Impact

To minimize disturbance and any anxiety residents may feel, management will endeavor
to keep all residents informed throughout the process. To address the needs of non
English speaking residents, literature will be made available to such persons in the
appropriate language and interpreters will be provided. All affected residents will receive
copies of this renovation and relocation plan and staff will be on site and available to
assist residents with questions or complaints as needed.
Construction crews will be responsible for maintaining a clean, safe site as they perform
their work. Construction work, particularly that which is loud or disturbing, will be
scheduled between 8AM-5PM and ample notice will be provided to all residents prior to
doing any work that requires access to their unit or otherwise affects them.
We will work to ensure that the renovation of the property causes as little inconvenience
to each resident as possible and are confident that each resident will be very happy with
the new Oakmeade.
4) Projected Rents and Rental Policies After Renovation

The owner of Oakmeade intends to maintain the affordability of the homes by remaining
in the Rental Assistance Contract program administered by the U.S. Department of
Housing and Urban Development. Rents are projected to increase to the levels noted
below; however, residents will still only contribute a maximum of 30% of their
household income toward rent and utilities. There are no anticipated changes to rental
policies after renovation of the property has been completed.
Unit Type Monthly Rent

One Bedroom $595
Two Bedroom $660
Three Bedroom $790
Four Bedroom $880
5) Advisory Services to be Offered
To help ease the stress and cost of a move, the property will have on staff a Move
Coordinator. The Move Coordinator will be residents' personal contact throughout the
move process, providing information to residents through notices, via telephone and in
person meetings. The Move Coordinator will make all necessary arrangements with a
moving company and will also assist residents in re-establishing utility services. In the
event a resident will need to relocate offsite, the Move Coordinator will assist in
providing referrals to suitable replacement properties and arrange for transportation if
necessary for residents needing to look at other housing. Appropriate translation and
counseling will be provided for residents who are unable to read or understand notices.
6) Moving Cost Reimbursement

The construction plan calls for renovation work to be done in two vacant buildings at a
time. Residents in the first two buildings will be assisted in a temporary move into other,
comparable size vacant units on site. Nearby off-site housing may be utilized if there are
not a sufficient number of vacant units at the property to accommodate an onsite transfer
of residents. Once the first two buildings are fully-renovated, residents from two other
buildings on site will be assisted in a move into the renovated units, thereby freeing up
two new buildings for renovation. The cycle will continue until all buildings are
completed. Our goal will be to minimize disruption to tenants, keep the number of
resident moves as low as possible and limit out ofpocket costs (prior to reimbursement)
by residents to utility transfers.
The property will contract with and pay for a 3 rd party moving company to move each
resident. Property management has recent, successful experience in working with a local
move company to provide th!S service. The property will provide, free of charge to
residents, boxes and other moving supplies for residents' use. Utility transfer/connection
fees, totaling $95 per apartment ($15 for electric, $35 for gas and $45 for telephone) will
need to be paid by each resident directly to the appropriate utility company. These costs
will be reimbursed by the property upon a resident providing proof of payment to the
Move Coordinator.
TABH
(PHAlSection 8 Notification Letter)

PHA or Section 8 Notification Letter
Development Name: -=.-=.:..:.:..:...:....::..=-=---:--=-='----'-'--=-_ _ _ _ __

Tracking #: -="-'-'--=.-'----=-_ _ _ _ _ _~_ __
If you have any questions, please call Jim Chandler at VHDA (804) 343-5786.
General Instructions .
1. This PHA or Section Notification letter must be included with the application.
2. 'Development Address' should correspond to 1.A.2 on page 1 of the Application.
3. 'Proposed Improvements' should correspond with I.B & D and III.A of the Application.
4. 'Proposed Rents' should correspond with VII.C of the Application.
5. 'other Descriptive Information' should correspond with information in the application.
6. NOTE: Any change to this form letter may result in a redudion of points under the
scoring system.
PHA or Section 8 Notification Letter
Oakmeade Associates, loP.

269 South Main Street, Suite E
DATE: March 3, 2011
TO: .Richmond Redevelopment and Housing Authority

918 Chamberlayne Parkway
Richmond, VA 23220
Attention: Sharon Valentine
RE: PROPOSED AFFORDABLE HOUSING DEVELOPMENT
Name of Development: OCikmeade Apartments
Name of Owner: Oakmeade Associates, loP.
I would like to take this opportunity to notify you of a proposed affordable housing
development to be completed in your jurisdiction. We are in the process of applying for
federal low-income housing tax credits from the Virginia Housing Development Authority
[VHDA). We expect to make a representation in that application that we will give leasing
preference to households on the local PHA or Section 8 waiting list. Units are expected to be
completed and available for occupancy beginning on November 1,2011 (date).
The following is a brief description of the proposed development:
Development Address:
300 Airport Place
Richmond, VA 23075
Proposed Improvements:
DNew Constr.: _ _ # units # Bldgs

- - - - Total Gross Floor Area
o Adaptive Reuse: ___ # units ___ # Bldgs
---- Total Gross Floor Area
fZ] Rehabilitation: 100 # units 12 # Bldgs 101,268 . Total Gross Floor Area
Proposed Rents:
o Efficiencies: $ _ _ _ _ _ / month
f.2J 1 Bedroom Units: $ 595 / month
fZ] 2 Bedroom Units: $ 660 / month
f.2J3 Bedroom Units: $ 790 / month
f.2J 4 Bedroom Units: $ 880 / month
Other Descriptive Information:
The project entails the comprehensive renovation and preservation of an existing,
aging affordable apartment community.
PHA or Section 8 Notification Letter·
We appreciate your assistance with identifying qualified tenant~.
If you have any questions about the proposed development, please call me at (401)
553-2002.
Please acknowledge receipt of this letter by signing below and returning it to me.
Kevin Qrth
Manager of General Partner
To be completed by the Local Housing Authority or Sec 8 Administrator:
Seen and Acknowledged By: _~__ ~_ _ _ _ _ _ _ _ __
Printed Name: ___________.~____~_ __
Title: ______.____________________
Phone: ______________________
Date:
-------------
Kevin Orth
From: TrackingUpdates@fedex.com
Sent: Monday, March 07, 2011 2:08 PM
To: korth@aap-lIc.com
Subject: FedEx Shipment 796827202480 Delivered
This update has been requested by:
Company Name: Atlantic American Partners, LLC

Name: KEVIN ORTH
E-mail:
Our records indicate that the following shipment has been delivered:
Reference: Oakroeade Apartments
Ship (p/U) date: Mar 3, 2011
Delivery date: Mar 7, 2011 2:00 PM
for by: W. WILLIA..IV(S
Delivery location: MECHANICSVILLE, VA
Delivered to: Receptionist/Front Desk
Service type: FedEx 2Day A.M
Packaging type: FedEx Envelope
Number of
1. 00 lb.
handling/Services: Deliver Weekday
Tracking number: ~~~~~~
Shipper Information
Recipient Information
KEVIN ORTH
Sharon Valentine
Ric~~ond Redevelopment & Hsg. Auth.
269 South Main Street
918 CHAMBERLAYNE ?KWY
Suite E
RICHMOND
Providence
VA
RI
US
US
23220
02903
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1
TABK
(Site Control Documentation

Documentation of Most Recent Real Estate
Tax Assessment - Acq. Rehab. Only)
a3/84/2811 1B;45 4815532ea4 MP U-C PAGE a2/E!2
THIS li'IRST A4"\tENDMENT TO PROPElITY PURCHASE AND SALE AGREEMENT is

made and entered into as of the 3111 day ofMaroh, 2011. by and among Oakmeade Pal.'lD«s, a
V.ia Limited Parmership,. refen:ed to as "Seller" and <>aklneade ,,AssOciates, U's a
Virginia limited partnership, hereinafter referred to as I1Purchaser". .
WITNESSETH:
WBE:REAS, Seller and Purchaser entered into a Purchase and Sale Agreement dated as of
March 8, 2010 fQr the purchase by, Pu1'Chaser from Seller of that certain aparnnent property
k;n()wn as ~eade Apartments (tile ftCOIltra.ct~t); and .
WHEREAS, the pa.rti= bereto have agreed to amend the Contract as provided herein..
NOW? TBEREFORE, for and in considemuoo of these pI'enrlses and. other good and valuable
considerations. the reCeipt and sufficiency ofwbioh are hexeby ackt':l.¢wledged. the parties beteby
agree as follows:
1. Par.igrapb. 6b of the Contract, ~e Contingen9!, shall be amended by replacing

the date Of May '3 1, 2011 with the date ofJune 30. 2011. . ,.
2•. MlKeIlaneons. All of the terms and conditions of the Contract not Qtb.erwise
modified or amend.ed henlin are :nro.£ied and confirmed.
, IN:WITNESS WHEREOF, the parties hereto have ~ecuted this First Amendment to property
Purchase and Sale Agreement as ofthe day and year written above.
BUYER: Oaknleade Assoeiat~ __
By: AAP C. its General Partner
By:
Its:
SELLER: Osk.meade PartD.en, a VirgiDia Limited Partnership

By: OAKGP. LC~ its General Pa:rtner
l:OO/(;OO'd SlOO#
le:eo 6~O~/90/oL
PROPERTY PURCHASE AND SALE AGREEMENT
THIS PROPERTY SALE AGREEMENT (the "Agreement") is made and

entered into as of 2010 (the "Effective Date''), by and between
Oakmeade Partners, a Virginia limited partnership (the "Seller") and Oakmeade Associates, L.P.
(the "Purchaser").
RECITALS:
WHEREAS, Seller is the owner ofiliat certain multifamily apartment complex

commonty referred to as Oakmeade Apartments and thrther desaibed herein, which Seller
desires to sell and convey to Purchaser anJ Purchaser wishes to purchase from SeHer.
WHEREAS, the Project is subject to a Regulatol)" Agreement, dated February 23,

1971, as amended December 10, 1971, a second amendment dated April 1977, a Use
Agreement and Amendment of Existing Regulatory Agreement dated May 16, 1995, as amended
June 6, 1995 and further amended on September 1. 2008, by and between the U.S. Department of
Housing and Urban Development ("HUD") and Seller "Amended Regulatory Agreement"),
WHEREAS, tbe Project is also subject to a Plan ofAction, dated May 1995,
between HLJD and SeHer (the "Plan of Action").
\VHEREAS, the Project is also subject to a t>tl mortgage loan in the approximate
amount of$935,OOO.Buyer shaH elect to either assume or have SeHer pay off the existing
mortgage loan at closing. If the loan is assumed by Buyer, the cash portion of the Purchase Price
shall be reduced by the amount ofthe assumed loan. If the loan is not assumed by Buyer, then
Seller shall be responsible for paying offthe loan and any and all costs associated with its
prepayment.
WHEREAS. the Project is also the subject afthat certain Housing Assistance
Payments Preservation Renewal Contract dated July 1,2009, section 8 project number VA36
MOOO-200, between the SeHer ~d HUn, expiring on June 30, 2010 (the "HAP Contract").
NOW THEREFORE, for good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Purchase aDd Sale of tbe Project. Seller hereby agrees to seU and
convey to Purchaser or its assignee or nominee, and Purchaser hereby agrees to purchase from
Seller, upon the terms and conditions set forth in the Agreement, alJ right, title and interest of
Seller in and to the tollowing:
a) Real Property. The real property more particularly described in Exhibit A

attached hereto (the "Land") consisting of approximately 7.50 acres. together with ali rights,
easements and interests appurtenant thereto including. but not limited to, Seller's interest in any
streets or other public ways adjacent to said Land and any water or mineral rights owned by or
leased to SeHer ("Additional [nterests"), and including aU improvements located on the Land
(,'Improvements"). including, but not limited to a total of 100 apartment units in twelve buildings
(the "Buildings"), all other structures, parking areas, systems and utilities associated with, and
utilized by, Seller in the ownership and operation ofthe Buildings (the Land, Additional
Interests, Buildings, Improvements collectively referred to as, the "Real Property").
b) Personal Property. All furniture, furnishings, fixtures, equipment, tools,

supplies and other tangible personal property presently affixed to and/or located at or on the Real
Property, and which is used in connection with the management, operation or repair ofthe Real
Property, or replacements of those items as permitted under this Agreement (collectively,
"Personal Property"); and
c) Intangible Property. The following intangibles (collectively, "Intangible

Property"): (i) any and all Leases and all commitments, contracts, options or other agreements
with respect to the maintenance, repair or operation ofthe Real Property or Personal Property
(collectively, "Contracts") in effect on the Closing Date (as hereinafter defined), provided,
however that Purchaser shall assume only such Contracts as Seller may be allowed to assign and
Purchaser elects to assume, subject to the provisions of Paragraph 5.b) below; (ii) any and all
refundable tenant security deposits (and required interest thereon) with respect to the Leases and
Contracts as ofthe Closing Date which are held or controlled by Seller in connection with the
Project (as hereinafter defined), (iii) any and all licenses, permits, authorizations, certificates of
occupancy and other approvals that are in effect as ofthe Closing Date and necessary for the
current use and operation ofthe Project; (iv) any and all warranties, telephone exchange
numbers, architectural or engineering plans and specifications, and development rights that exist
as of the Closing Date and relate to the Real Property or the Personal Property; and (v) any and
all rights to the name ofthe Improvements and Buildings upon the Real Property.
The term "Project" as used herein means the aggregate of the Real Property, the
Personal Property and the Intangible Property.
2. Purchase Price. The total purchase price to be paid to Seller by

Purchaser in consideration ofthe Project shall be One Million Eight Hundred Forty-Three
Thousand and noll 00 Dollars ($1,843,000.00) ifthe project is awarded a reservation of Low
Income Housing Tax Credits ("LIHTC") in the amount requested by Purchaser in the 20 I 0
application cycle and it shall be One Million Eight Hundred Sixty-Eight Thousand and noll 00
Dollars ($1,868,000) ifthe project is awarded a reservation ofLIHTC in the amount requested
by Purchaser in the 2011 application cycle (the -'Purchase Price"). Provided that all conditions
precedent to Purchaser's obligations to close as set forth in this Agreement have been satisfied
and fulfilled, or waived in writing by Purchaser, the Purchase Price shall be paid to Seller at
Closing (as hereinafter defined) in the form of cash in accordance with the terms ofthis
Agreement (plus or minus prorations and other adjustments required under this Agreement).
3. Deposit. Within five (5) days from the date of execution of this
Agreement by all parties hereto, Purchaser shall deposit Fifty-Five Thousand and noll 00 Dollars
($55,000.00), as good faith deposit, in an interest bearing escrow account (together with interest
thereon, the --Deposit") with First American Title Insurance Company (the '-Escrow Agent")
which shall either be applied by Purchaser toward the payment ofthe Purchase Price, returned to
the Purchaser, or paid to Seller ?S provided in this Agreement. The Deposit shall become
-2
nonrefundable and applied by Purchaser toward the payment ofthe Purchase Price following the
Purchaser's delivery to Seller of the Inspection Approval Notice as described in paragraph 4(c),
the Finance Contingency Approval Notice as described in paragraph 6(b) and the HUD
Approvals Notice as described in paragraph 6(c). The Purchaser shall make an additional deposit
of Twenty-Five Thousand and noll 00 Dollars ($25,000.00) with the Escrow Agent ("Additional
Deposit") immediately upon exercising its option for the Closing Date Extension as defined in
paragraph 7. The Additional Deposit is non refundable and shall be applied to the purchase price
at Closing.
4. Inspection Period. Seller agrees that no later than five (5) business days
from the date of Seller's execution of this Agreement, Seller shall deliver to Purchaser the
materials and information concerning the Project identified on Exhibit B (collectively, "Due
Diligence Materials"). During the forty-five (45) day period beginning from the Effective Date
(the "Inspection Period"), the Purchaser shall have an opportunity to review the Due Diligence
Materials and to physically inspect the Project. During the Inspection Period, Seller shall, within
five (5) business days of receiving a request from Purchaser, provide Purchaser such other
information and documents, not identified on Exhibit B, as Purchaser may reasonably request in
connection with its due diligence review. The following activities shall be conducted by the
Purchaser, with the cooperation ofthe Seller, during the Inspection Period:
a) Title Review. Within five (5) days of Seller's execution ofthis

Agreement, Seller shall deliver to Purchaser copies ofany title evidence and/or surveys ofthe
Real Property which Seller has in its possession. Purchaser shall obtain a title report (the
"Preliminary Title Report"), or other commitment for issuance to the Purchaser of an Owner's
Title Insurance Policy insuring the fee simple title to the Real Property, subject to such
exceptions to title as are set forth herein. During the Inspection Period, Purchaser shall review
the Preliminary Title Report and provide Seller with written notice ofany objectionable title
conditions set forth in the Preliminary Title Report ("Defects"). Seller shall use diligent efforts,
including the payment of amounts not in excess of$10,000.00, to cure the Defects. If. prior to
the end ofthe Inspection Period, Seller fails to cure the Defects, Purchaser may either (i)
terminate this Agreement and deliver notice of such election to Seller, (ii) accept Seller's
covenant to cure or remove the Defects prior to or not later than the Closing Date (as hereafter
defined)(the failure of Seller to perform such covenant shall be a default under this Agreement)
or (iii) accept the Defects and proceed with Closing. Any Defects so accepted, and all items
appearing in the Preliminary Title Report or Survey for which no such notice of objection is
given, shall be deemed "Permitted Exceptions." Notwithstanding the foregoing, in no event shall
the term Permitted Exceptions include mortgages/deeds oftrust, filed or unfiled mechanics' liens
nor defects, liens, encumbrances, adverse claims or other matters created after the date ofthe
Preliminary Title Report but prior to the Closing, nor the exception for rights of parties in
possession~ other than residents under the Leases having a term no longer than one year, with a
right to renew thereof. which shall be a Permitted Exception.
b) Physical Inspection. Purchaser shall be granted access to all portions of

the Project, subject to any required notice to residents, during normal business hours or such
other times as maybe agreed upon by Seller and Purchaser. Seller agrees to allow Purchaser and
its respective authorized agents full access to the Project, as appropriate, to make an examination
-3
and inspection ofthe physical condition of all portions ofthe Project, including without
limitation, access to the books and records ofthe Project. Purchaser shall also have access to the
Project for the purpose of posting notices on doors ofresidential units, or otherwise notifYing or
meeting with tenants, provided that Purchaser shall first submit such notices to Seller for Seller's
approval, which will be provided within one business day of Purchaser's submission, and which
shall not be unreasonably withheld. Purchaser acknowledges that it shall be required to give
notice to the Seller at least one business day prior to making inspections ofthe Project; provided,
however, that such inspections shall be subject to any prior notice period required under the
terms of the individual tenant leases; and Purchaser shall be liable to Seller for any damages or
costs incurred which caused by Purchaser as a result of such inspections, except as provided
below. Purchaser agrees to indemnifY and hold Seller harmless from and against any cost, claim,
charge or liability including attorney fees asserted or occasioned by activity on or about the
Project by Purchaser or any of its agents or representatives, except as to any claim arising out of
the Seller's sole negligence.
c) Inspection Approval/Termination. If, prior to the expiration of the

Inspection Period, based upon such review, examination or inspection, Purchaser shall determine
in its sole and absolute discretion that it no longer intends to acquire the Project, then Purchaser
shall promptly notifY Seller of such determination in writing, whereupon this Agreement, and the
obligations ofthe parties to purchase and sell the Project hereunder, shall terminate. If, however,
on or before the expiration of the Inspection Period, Purchaser shall determine that the foregoing
matters are acceptable to Purchaser and that it intends to proceed with the acquisition of the
Project, then Purchaser shall promptly notifY Seller of such determination in writing ("Inspection
Approval Notice"). In the event that Purchaser shall fail to have delivered the Inspection
Approval Notice to Seller on or before the expiration of the Inspection Period, Purchaser shall be
deemed to have disapproved of all of the foregoing matters and this Agreement, and the
obligations of the parties hereunder except for surviving indemnities and covenants, shall
terminate. The Deposit shall be released to Purchaser.
5. Interim Action. The following shall apply with respect to the period
from the Effective Date until the Closing Date:
a) Leases. Seller shall not, without the prior consent of Purchaser in each
instance (such consent not to be unreasonably withheld or delayed), (i) amend or, except for
material breach, including non-payment ofrent or other sums due, terminate any lease, tenancy,
license or other right of occupancy or use for any portion of the Project or any assignment or
sublet thereunder (collectively, "Leases") outside the ordinary course of Seller's operation of the
Project; (ii) consent to the assignment of any Leases or subleasing of any ofthe premises, except
for assignments ofresidential Leases or subleasing for residential purposes in the ordinary course .
of Seller's operation of the Project; or (iii) enter into any new Leases of the Project or any
portion thereof, except for new and renewing residential Leases of a term not to exceed one (1 )
year entered into in the ordinary course of SeHer's operation ofthe Project.
b) Contracts. Seller shall not, without the prior written consent ofPurchaser,
enter into, amend or extend any Contracts, unless such Contracts have terms that expire prior to
Closing or are terminable without penalty at Closing. The Purchaser shall have the right to
-4
terminate any and all Contracts, as ofthe Closing Date, to the extent Purchaser has elected not to
assume or continue any of such Contracts after the Closing Date. The Contracts subject to this
termination right include, without limitation, any management contracts or agreements, laundry
service contracts or leases, telecommunications and cable service and marketing agreements,
service contracts, supply contracts, construction contracts and employment and labor
agreements, brokerage agreements, and insurance policies currently applicable to the Project or
entered into in connection with the Project after the Effective Date, unless Purchaser has waived
in writing this termination right as to any specific Contract.
c) Personal Property Substitutions. With Purchaser's prior written approval,

Seller may remove any item included in the Personal Property from the Project provided that
Seller substitutes therefore an item of like kind and comparable fair market value.
d) Continued Operation. Seller shall continue to operate the Project, or cause

the Project to be operated, in accordance with its ordinary course of business, including
conducting and completing all scheduled repairs, maintenance and replacements.
e) Payment of Operating Costs and Expenses. Seller shall, in the ordinary

course of business, pay and discharge, or cause to be paid or discharged, all taxes, assessments
and other governmental charges imposed upon the Project, as well as all claims for labor,
services, materials or supplies which have been incurred, prior to Closing and for which the final
date for payment will occur prior to or subsequent to Closing ("Operating Costs and Expenses").
f) HAP Contract. Seller shall not, without the prior written consent of
Purchaser, enter into any amendment or extension of any HAP Contract or Regulatory
Agreement. Not less than 120 days prior to the expiration of any HAP Contract, or the
expiration ofthe annual term of any HAP Contract, Seller shall apply to HUD for an extension of
such HAP Contract upon terms acceptable to Purchaser.
6. Conditions Precedent to Closing. The Closing and the obligations of

Purchaser under this Agreement are subject to the satisfaction of all the conditions set forth in
this Section 6. Both Seller and Purchaser agree to take all reasonable action to diligently
complete all required processing on as timely a basis as possible. Both parties agree to use best
efforts to meet the following schedule of conditions precedent; provided, however, that Seller
and Purchaser agree to reasonable case-by-case extensions to this schedule in the event of delay
caused by third parties, including without limitation, Purchaser's lenders, the U.S. Department of
Housing and Urban Development ("HUD") and VHDA (collectively, the "Lender"), to which
delay Purchaser did not contribute. Ifthis schedule of conditions precedent is not met as a result
of any action or omission on the part ofthe Seller, the Purchaser may (i) terminate this
Agreement by giving written notice of such termination to the Seller, and thereafter, the Deposit
shall be returned to the Purchaser, this Agreement shall terminate and the parties shall be
relieved of all further obligations to each other (ii) waive such condition precedent and proceed
to Closing and/or (iii) exercise such other rights as are available under this Agreement, including
without limitation those described in Section 14 hereof.
a) Ten Year Holding Certificati{}n. Seller shall deliver to Purchaser not later
than five (5) business days following the Effective Date, a fully executed and notarized Seller's
-5
Sworn Statement ("Affidavit") in the form attached hereto as Exhibit C, and shall ensure that
said Affidavit remains true and accurate through the date of Closing.
b) Finance Contingency. Purchaser shall file an application for a reservation

ofLIHTC with the Virginia Housing Development Authority ("VHDA") by the 2010 application
cycle deadline, currently scheduled for March 12,2010. If Purchaser fails to file an application
for a reservation ofLIHTC with: the VHDA by the 2010 application cycle deadline, then Seller
shall have the option to terminate this Agreement, in which event the obligations ofthe parties
hereunder except for surviving indemnities and covenants, shall terminate and the deposit and
interest earned thereon shall be returned to Purchaser. By May 31, 2011: i) Purchaser shall have
obtained a reservation of 9% Low Income Housing Tax Credits in the amount requested by it
from the Commonwealth of Virginia; and ii) Purchaser shall have secured a loan commitment in
an amount no less than $3,275,000.00 ("Finance Contingency"). If, on or before the expiration
ofthe Finance Contingency period, Purchaser shall determine that the foregoing matters are
acceptable to Purchaser and that it intends to proceed with the acquisition ofthe Project, then
Purchaser shall promptly notify Seller of such determination in writing ("Finance Contingency
Approval Notice"). In the event that Purchaser shall fail to have delivered the Finance
Contingency Approval Notice to Seller on or before the expiration ofthe Finance Contingency
period, Purchaser shall be deemed to have disapproved of all ofthe foregoing matters and this
Agreement, and the obligations ofthe parties hereunder except for surviving indemnities and
covenants, shall terminate. The Deposit shall be released to Purchaser unless the Purchaser is in
Default as defined in Paragraph 14 ofthis Agreement, in which case the Deposit shall be
disposed of in accordance with Paragraph 14 ofthis Agreement.
c) HUD Approvals. By August 31, 2011, HUD shall have provided its
approval to Purchaser ofthe requested rent increase and section 236 loan repayment, if approval
for prepayment is required. HUD shall also have provided its approval of the assignment of the
HAP contract to Purchaser. If, on or before the expiration ofthe HUD Approvals period,
Purchaser shall determine that the foregoing matters are acceptable to Purchaser and that it
intends to proceed with the acquisition ofthe Project, then Purchaser shall promptly notify Seller
of such determination in writing ("HUD Approvals Notice"). In the event that Purchaser shall
fail to have delivered the HUD Approvals Notice to Seller on or before the expiration of the
HOD Approvals Notice period, Purchaser shall be deemed to have disapproved ofall ofthe
foregoing matters and this Agreement, and the obligations ofthe parties hereunder except for
surviving indemnities and covenants, shall terminate. The Deposit shall be released to Purchaser
unless the Purchaser is in Default as defined in Paragraph 14 ofthis Agreement, in which case
the Deposit shall be disposed of in accordance with Paragraph 14 ofthis Agreement. .
d) As ofthe Closing Date, neither the Seller nor the Project shall be in
violation ofthe Amended Regulatory Agreement, Use Agreement, Plan ofAction or the HAP
Contract.
7. Closing Date. The closing ofthe transaction contemplated hereby (the

"Closing") shall take place, at a location mutually agreeable to the parties, not later than the
sixtieth (60th) day following the latest to occur ofthe Finance Contingency Approval Notice or
the HUD Approvals Notice, provided, however, that ifthere is no default by Purchaser under this
-6
Agreement, Seller agrees to an option for one (1) 30-day extension ofthe Closing Date ("Closing
Date Extension"). The 30-day Closing Date Extension shall require an additional Deposit of
Twenty Five Thousand and noll 00 Dollars ($25,000.00), as defined in paragraph 3. The day on
which Closing actually occurs shall be the "Closing Date".
Notwithstanding the foregoing, the risk ofloss of all or any portion ofthe Project
shall be borne by Seller up to and including the actual time ofthe Closing and thereafter by
Purchaser.
·8. Deliveries at CloSing. At Closing, or, ifnoted otherwise, at the

appropriate time period prior to the scheduled Closing Date as described below, the parties
hereto shall deliver, or cause to be delivered, the following:
a) Deed. The Seller shall provide a warranty deed for the Project (the
"Deed") in recordable form, sufficient to vest title to the Land and Improvements, subject only to
the Permitted Exceptions. The Seller agrees at Closing to give Purchaser full, complete and
actual possession ofthe Project, subject only to rights of residents under the Leases.
b) BiUofSale. The Seller shall provide a Bill of Sale and Assignment in the
form attached hereto as Exhibit D, conveying and assigning to Purchaser title to all ofthe
Personal Property to be transferred to Purchaser in conjunction with the sale ofthe Project, and
constituting assignments of all Intangible Property which Seller has the power to assign and
Purchaser has agreed to assume. The Bill of Sale and Assignment shall include, without
limitation, an assignment of Seller's rights and interests as landlord or lessor under the Leases.
c) Closing Statement. A Closing Statement signed by Purchaser and Seller.
e) Books and Records, Keys. The Seller shall deliver to Purchaser all books,
records and other documents, and all keys in its possession, relating to the Project which
Purchaser may reasonably require in connection with its ownership and operation ofthe Project.
f) Leases. Seller shall deliver to Purchaser the original Leases, and all such
Leases shall be assigned to Purchaser pursuant to the Bill of Sale and Assignment. To the extent
not credited to Purchaser on the Closing Statement, the Seller shall deliver to Purchaser an
assignment of all security deposits including interest accrued as of the Closing Date, as required
to be held by the Seller in accordance with state law and the Leases, in which the residents ofthe
Project have continuing interests, and shall transfer all funds constituting such security deposits
with interest described above to the Purchaser.
g) Rent Roll. Seller shall deliver to Purchaser a "Rent Roll" in the form
normally utilized by the Seller and its management agent, dated within one week prior to the
Closing Date, certified by the Seller to be true, correct and complete.
h) Notice to Tenants. Seller and Purchaser shall agree upon the form of
written notice to be sent to residents ofthe Project, notifYing them of the sale of the Project, and
the name and address ofthe Purchaser as the new owner ofthe Project, which notice shall be
distributed by Purchaser on the day following the Closing.
-7
i) Plans and Specifications. Seller shall deliver to Purchaser any
architectural, mechanical, electrical and structural plans and specifications for the Improvements
which are in the possession ofthe Seller,
j) Documents Required by Jurisdiction. Seller shall provide any executed

documents which may be required in the jurisdictions where the Project are located in order for
the Deed to be promptly and properly recorded.
k) Tax Bills. Seller shall deliver to Purchaser copies of all existing real estate
tax bills for currentand delinquent taxes and special assessments, and copies of all current and
delinquent utility bills.
I) Certifications or Representations and Warranties. The parties shall deliver

to each other such certificates as are required to evidence that the various representations and
warranties ofthe parties are, to the extent so required to be by this Agreement, still in effect,
accurate and complete as ofthe Closing Date.
m) Seller's Affidavit. The Seller shall deliver to the Purchaser an Affidavit

(i) inducing the title company to eliminate the standard exception to the Preliminary Title Report
and any exceptions for mechanic's liens, (ii) reciting the Seller's authority to sell the Project to
the Purchaser, and (iii) containing a certification that Seller is not a "foreign person" as defined
in Section 1445(f)(3) ofthe Internal Revenue Code, as amended, any temporary or final
regulations promulgated thereunder, or any officially published announcements of the Internal
Revenue Service or United States Treasury in connection therewith.
n) Intentionally left blank.
0) Other Documents. The parties shall deliver to each other such other
documents as may be reasonably required to effectuate the conveyance of the Project
contemplated hereunder.
9. Costs, Taxes and Adjustments.
a) Adjustments. The Purchase Price shall be adjusted as follows based upon

the premise that the Purchaser owns the Project as of 12:01 a.m. on the Closing Date:
i) All real estate and personal property taxes and assessments (general and
special) which are due and payable shall be adjusted as ofthe Closing Date.
ii) Purchaser shall receive credit for all security deposits required to be held
by the Seller with respect to the residents of the Project, including interest thereon to the
extent required to be accrued under the Leases or state or local law.
iii) All water, sewer and utility services shall be changed over to the name of
Purchaser by Seller effective as of the Closing Date; Seller shall be responsible for
satisfaction of all such charges accruing prior to the Closing Date.
-8
iv) All Operating Costs and Expenses shall be prorated as ofthe Closing
Date.
v) All scheduled rent and other income, applicable to periods on or

subsequent to the Closing Date, shall be credited to Purchaser. Seller shall not receive a
credit for any rents due, but unpaid as ofthe Closing Date, and Purchaser and Seller agree
that any delinquent rents collected by Purchaser after the Closing Date shall be first
applied to current rents and thereafter paid to Seller to the extent of any delinquent
balance as ofthe Closing Date less any costs incurred in collection.
vi) All amounts previously paid by the Seller to parties under any of the
Contracts assumed by Purchaser applicable to periods following the Closing Date, which
amounts shall be disclosed to Purchaser within sixty (60) days of the Effective Date of
this Agreement, shall be paid by the Purchaser to the Seller; and any amounts incurred or
due under Contracts and applicable to periods prior to the Closing Date shall be credited
to Purchaser.
vii) If Purchaser elects to take an assignment of aU or any portion of Seller's

insurance, subject to Seller's consent, Seller shall receive a credit for any insurance
premiums paid prior to the Closing Date for such insurance coverage beyond the Closing
Date.
viii) Seller shall retain the amount, if any, existing in the Replacement
Reserves and Residual Receipt Reserves at Closing.
ix) Any prorations not made at the Closing because of the unavailability of
information required from third parties in order for the prorations to be made shall be
estimated by the parties, with adjustments being made between the parties as soon as the
necessary information becomes available. The obligations ofthe parties under this
paragraph shall survive closing, and shall not merge into any instrument of conveyance
delivered at the Closing.
b) Closing Costs. Closing costs not accounted for herein shall be split
between Buyer and Seller as is customary in the County in which the property is located.
i) Seller shall pay the grantor's tax, upon recordation of the deed, and its
own counsel fees. All other recordation taxes shall be paid by Purchaser, as is customary
in Virginia.
ii) Purchaser shall pay for customary escrow and closing fees, all expenses of
examinations oftitle, costs of all surveys, and all recordation taxes and fees associated
with the recordation of any documents required to be recorded by Purchaser's lenders, if
any, (other than those associated with the clearance of encumbrances other than
Permitted Exceptions from the title), all costs of lender's or owner's title insurance, and
its own counsel fees with respect to the Project.
-9
10. Brokerage Commissions and Fees and Services. Seller shall be
responsible for payment of commission to LAS Realty as broker for Seller ("Broker"), upon
closing ofthe transaction, pursuant to a separate agreement between Seller and Broker. Each
party agrees to indemnifY and hold the. other harmless from all loss, damage, cost, and expense
(including attorneys' fees) that the other party may suffer as a result of any claim brought by any
other broker or other party with whom such party may have dealt in connection with this
transaction.
11. Representations and Warranties.
a) Seller's Representations and Warranties. Seller represents and warrants to

Purchaser that the following representations and warranties are true, accurate and complete as of
the Effective Date and shall remain true as ofthe Closing Date:
i) Each ofthe persons executing this Agreement on behalf of Seller is duly

authorized to do so, Seller has full right and authority to enter into this Agreement and to
consummate the transaction described in this Agreement, and this Agreement constitutes
the valid and legally binding obligation of Seller, and is enforceable against Seller in
accordance with its terms, subject to applicable law.
ii) Seller has not and will not, while this Agreement is in effect, enter into
any other option or contract of sale or execute any deeds, declarations, preferences,
conditions, zoning proffers, covenants, easements, or rights-of-way affecting the Project
or otherwise conveyor encumber, or permit any lien or encumbrance upon the Project or
any interest therein without the prior written consent of the Purchaser.
iii) Except as disclosed in Exhibit E, there are no actions, suits, Claims or

other proceedings (collectively, "Litigation") pending or, to Seller's knowledge,
threatened against or relating to the Project, this Agreement, or the contemplated
transaction. The word "Claims," when used in this Agreement, shall mean any and all
claims, demands, causes of action, judgments, losses, damages, liabilities, costs and
expenses, including attorneys' fees whether suit is instituted or not, whether the same are
. known or unknown, liquidated or contingent.
iv) To the best of Seller'S knowledge, except as previously disclosed to

Purchaser in writing by Seller, the Project is in good repair, structurally sound and free
and clear of any damage that would affect materially and adversely the value ofthe
Project.
v) Seller has no knowledge of, and has received no notices from any
governmental or regulatory authority of any zoning, safety, building, fire, environmental,
wetlands, asbestos, health code or any other violations whatsoever with respect to the
Project which have not been heretofore corrected. Seller has provided Purchaser with a
copy of a REAC inspection report dated March 25, 2009, which report has a final, failing
score of 49. To Seller's knowledge, all items noted as deficient in the report have been
corrected; however, HUD has neither re-inspected the property nor provided any further
-10
correspondence to either confirm or deny the property's compliance with HUD's physical
inspection requirements.
vi) Seller has no knowledge of, and has not received any notice from any
governmental or quasi-governmental or regulatory body or agency or from any person or
entity with respect to any actual or threatened taking of the Project or any part thereof for
any public or quasi-public purpose by the exercise of the right of condemnation or
eminent domain. If Seller receives any condemnation notices after the execution ef this
Agreement, Seller shall immediately notify Purchaser by providing Purchaser with a copy
of any such notice received by the Seller.
vii) To the best of Seller's knowledge, the Project is in compliance with all
zoning requirements; Seller hereby certifies that it has not and will not request, apply for
or give its written, verbal or implied consent to any pending or future zoning change or
variance with respect to all or any part ofthe Project or any property adjoining the Project
without the prior written consent of Purchaser.
viii) No unsatisfied or existing special assessments have been levied or, to the
best of Seller's knowledge, are contemplated or pending against the Project other than
those disclosed in writing to Purchaser.
ix) The Leases have not been assigned by Seller or otherwise pledged or
encumbered, except as collateral security given to Seller's mortgagee(s).
x) To best of Seller's knowledge, all permits, licenses and occupancy

certificates necessary for the operation and occupancy of the Project, including, but not
limited to, all building, use and occupancy permits, have been obtained and are in full
force and effect.
'xi) To the best of Seller's knowledge, no authorization, consent, approval,

license, order, exemption, filing or registration with any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign,
is, or will be, necessary to the valid execution, delivery or performance hereunder by
Seller ofthis Agreement.
xii) To the best of Seller's knowledge, the Project and its operation and use
comply with applicable federal, state, and municipal laws, ordinances, and regulations
regarding tenant security deposits and the payment of interest thereon.
xiii) The Project is free and clear of all mechanic's liens, and all lawsuits, liens,
judgments, mortgages or encumbrances of any nature, except for the Permitted
Exceptions. In the event that a lien, claim or cause of action not covered by insurance, or
any tenant litigation should arise, resulting from any activities upon the Projectby Seller
or its agents or employees or predecessors in interest at or prior to or subsequent to the
Closing, Seller shall defend, or cause to be defended, Purchaser and the Project against
any such claim or cause of action and hold Purchaser harmless from and against any and
-11
all loss, cost or expense, including, but not limited to attorneys' fees and costs related
thereto.
xiv) The Rent Roll to be delivered at Closing will be substantially true and .
correct, and will be in the same format as the Rent Roll previously delivered to
Purchaser. No tenant of the Project is entitled to any rebates, rent concessions, or other
credits and adjustments, except as expressly disclosed in the Rent Roll or attachment
thereto. There are no claims, offsets or other obligations of Seller to the best of the
Seller's knowledge (other than return of security deposits) which can be claimed by any
tenant.
xv) To the best knowledge of Seller, Seller is not now the subject orany
administrative investigation, action or judicial proceeding in regard to any discriminatory
or other improper or illegal practice with respect to its employees or tenants by and
federal, state or municipal government or agency thereof, nor is the Project presently
operating under any court order or administrative agreement with regards to any
discriminatory or illegal practices.
xvi) There are no violations ofthe Regulatory Agreements, Loan Documents

or the HAP Contract known to Seller, other than the failed REAC Inspection of March
25,2009.
xvii) Seller shall maintain the Project in the condition it existed as of the
Effective Date and operate the Project in a professional manner until Closing.
xviii) Seller is a "United States Person" and not a "Foreign Person" within the
meaning of Section 1445(f)(3) ofthe Internal Revenue Code of 1986, as amended, and
shall execute and deliver an "Entity Transferor" certification at Closing.
xix) Seller represents and warrants that to the best of its knowledge, and except
as disclosed in Exhibit F, the Project, the mechanical and electrical equipment installed
in, on, under and/or around the Project, and the soil and ground water are free from any
underground storage tanks and any hazardous substances as defined herein and that the
Project and/or Seller is in compliance with all applicable environmental laws, statutes,
ordinances or regulations. Seller represents and warrants that it has not permitted any
agent, employee, contractors, tenant or third party to, use, generate, treat, store, dispose
of, deposit, release or otherwise introduce, any such hazardous substance, without
limitation, into or on the Project. Seller hereby indemnifies, defends and holds Purchaser
harmless from and against any and all liabilities, claims, obligations, losses, damages,
actions, causes of action, costs and expenses (including, without limitation, reasonable
attorneys, and engineering fees of professionals selected by Purchaser) which may arise
or occur because of, or due to, or as a result of, Seller's breach ofthe aforesaid
representations and warranties ofthis Paragraph ll.a)xix), or relating to any
environmental condition or hazardous substance existent or present at the time of
Closing.
-12
The tenn "hazardous substance" shall mean and include, without limitation
asbestos, urea fonnaldehyde foam insulation, transformers or other equipment which
contain dielectric fluid containing polychlorinated biphenyls, petroleum of any kind or
any other hazardous or toxic, chemical, material, substance or waste, exposure to which
is prohibited, limited or regulated by any federal, state, county, regional, or local
authority or defined as such in or for the purposes of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 USC § 9601, et. seq.), the
Hazardous Material Transportation Act (49 USC § 1802, et seq.), The Resource
Conservation and Recovery Act (42 USC § 6901, et. seq.), The United States Department
of Transportation Table (49 CFR § 172.101 and amendments thereto), or any other
federal, state or local statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to or imposing liability or standards of conduct concerning any
hazardous, toxic or dangerous waste, substance or material as now in effect. The term
"hazardous substance" shall not include anything contained in or upon any property
belonging to or under the control (whether by easement or otherwise) of a public or
private utility or similar entity that supplies water, gas, electricity or other services to the
Project.
xx) Seller represents and warrants that it has owned the property continuously
since at least January 1,2000, has not changed the name under which title to the property
is held since at least January 1, 2000 and no greater than 50% ofthe ownership interest in
the property has been transferred within any twelve-month period since at least January 1,
2000.
The representations and warranties of Seller set forth in this Section 11 shall
survive the Closing for a period of twelve months and shall be deemed remade by Seller
as of the Closing Date with the same force and effect as if made at that time. All
representation and warranties made in this Agreement shall survive the Closing for a
period of twelve months and shall not merge into any instrument of conveyance delivered
at the Closing.
b) Purchaser's Representations and Warranties. Purchaser represents and

warrants to Seller that the following are true, accurate and complete as ofthe Effective
Date:
i) Organization. Purchaser is duly organized, validly existing and in good

standing under the laws ofthe state, county or municipality in which it was organized and
is or will be qualified to do business in the jurisdiction in which the Project is located on
or before the Closing Date.
(ii) Authority. Each of the persons executing this Agreement on behalf of

Purchaser is duly authorized to do so. Purchaser has full right and authority to enter into
this Agreement and to consummate the transaction described in this Agreement. This
Agreement constitutes the valid and legally binding obligation ofPurchaser and is
enforceable against Purchaser in accordance with its terms. Neither the execution nor
delivery ofthis Agreement nor the perfonnance of Purchaser's obligations under this
-13
Agreement violates, or will violate, any contract or agreement to which Purchaser is a
party or by which Purchaser is otherwise bound.
iii) Litigation. There is no Litigation pending or, to the best ofPurchaser's

knowledge, contemplated or threatened against Purchaser that could affect Purchaser's
ability to perform its obligations when and as required under the terms ofthis Agreement.
12. Notices. Whenever any notice may be given or is required to be given

under the terms ofthis Agreem~nt, the same shall be given in writing and sent by certified mail,
return receipt requested, potage prepaid or by a national overnight delivery service, delivery
prepaid or by hand delivery with written receipt acknowledged, or by telecopy followed by
another permitted means of delivery. For the purposes of giving notice hereunder the addresses
of the respective parties are:
If to Purchaser: Kevin Orth
269 South Main Street, Suite E
Tel: 401-553-2002
Fax: 401-553-2004
With copies to: Patrice Harris Talbott
Nixon Peabody LLP
401 9th Street, N.W., Suite 900
Washington, DC 20004
Phone: 202-585-8000
Fax: 866-850-8502
If to Seller:
Lawrence Salzman
PO Box 29806
Richmond, VA 23242
Phone: 804-288-9108
Fax: 804-288-4514
With copies to:
Robert Reibach
Chucker & Reibach
1 112 North Robinson Street
Richmond, VA 23220
Phone: 804-355-8037
Fax: 804-355-8875
-14
Any such notice shall be conclusively deemed to have been given and upon
mechanical confinnation by the facsimile machine of the sending party, if sent by telecopy, when
delivered to the address ofthe receiving party, by hand or nationally recognized overnight
courier, or three (3) days after posting if sent by certified mail, return receipt requested. Either
party may by notice in writing to the other designate another address to which notices mailed
more than ten (10) days after giving of such notice of change of address shall be addressed.
13. Damage or Destruction.
a) Material Loss. If, prior to Closing, any portion of the Project is damaged
or destroyed to a "material" (as hereinafter defined) extent or in the event the Project becomes
the subject of any notice of condemnation, Seller shall notity Purchaser in writing within seven
(7) days and Purchaser may, at its option, tenninate this Agreement by delivery of written notice
of such tennination to Seller within fourteen (14) days after written receipt of such notice. If
damage or destruction occurs within fourteen (14) days prior to Closing, the Closing shall be
extended to a date fourteen (14) days after such occurrence and Purchaser may, at its option,
tenninate this Agreement by delivery ofwritten notice of such tennination to Seller during such
extension period and the Deposit shall be returned to the Purchaser. Upon receipt of such notice
oftennination, each party shall be relieved of further obligations hereunder. If Purchaser elects
not to so tenninate this Agreement,then after the Closing (without any reduction ofthe Purchase
Price), Purchaser shall have the exclusive right to settle the loss and to receive all proceeds of the
insurance covering the Improvements or Personal Property so damaged or destroyed or to
receive the benefits ofthe condemnation settlement and receive at Closing a credit equal to the
amount of any deductibles provided under applicable insurance policies. For purposes ofthis
Paragraph 13.a, "material" shall mean damage or destruction ofthe Project for which the
aggregate estimated cost of repair, restoration and rehabilitation (including all indirect and
incidental costs and expenses) is in excess of$100,000.
b) Other Damage or Destruction. If, prior to Closing, any portion of the

Project is damaged or destroyed but such damage or destruction is not "material," Purchaser may
not tenninate this Agreement on account thereof, but upon Closing, Purchaser shall have the
exclusive right to settle the loss and to receive all of the proceeds from the applicable insurance
policies covering the Improvements or Personal Property so damaged or destroyed. and receive
at Closing a credit equal to the amount of any deductibles provided under applicable insurance
policies.
14. Default.
a) Purchaser's Default. In the event that Purchaser defaults in its obligations

hereunder, Purchaser shall have thirty (30) days after receiving such notice to cure such default.
If Purchaser fails to cure the default within that period, then Seller shall have the option to either:
(i) elect to extend the Closing Date and/or the cure period to accommodate Purchaser's diligent
efforts to remedy the unsatisfied condition or obligation, or (ii) tenninate this Agreement. If
Seller elects to tenninate this Agreement for cause, Seller shall give written notice of its election
to Purchaser along with written notice of a demand for a payment from the Deposit of actual,
reasonable and documented damages suffered by Seller as a result of Purchaser'S Default, which
-15
demand shall not exceed $100,000 ("Purchaser Default Penalty") and upon the Seller's receipt of
the Purchaser Default Penalty and Purchaser's receipt ofthe Deposit, to the extent that there are
remaining funds held as Deposit after payment to Seller of the Termination Penalty, this
Agreement shall terminate and the parties shall have no further obligations to one another.
b) Seller's Default. In the event that Seller defaults in its obligations

hereunder, Seller shall have thirty (30) days after receiving such notice to cure such default. If
Seller fails to cure the default within that period, then Purchaser shall have the option to either:
(i) elect to extend the Closing Date andlor the cure period to accommodate Seller's diligent
efforts to remedy the unsatisfied condition or obligation, or (ii) terminate this Agreement. If
Purchaser elects to terminate this Agreement for cause, the Deposit shall be returned to
Purchaser and Purchaser shall give written notice of its election to Seller along with written
notice of a demand for a payment from the Seller of actual, reasonable and documented damages
suffered by Purchaser as a result of Seller's Default, which demand shall not exceed $100,000
("Seller Default Penalty"), and upon Purchaser's receipt ofthe Deposit and the Seller Default
Penalty, this Agreement shall terminate and the parties shall have no further obligations to one
another.
15. Time of Essence. The Parties agree that time is ofthe essence for all
items in this Agreement.
16. Attorneys' Fees. In the event that any party hereto brings an action or
proceeding for a declaration ofthe rights of the parties under this Agreement, for injunctive
relief, for an alleged breach or default of this Agreement, or any other action arising out ofthis
Agreement or the transactions contemplated hereby, or in the event any party is in default of its
obligations pursuant hereto whether or not suit is filed or prosecuted to final judgment, the non
defaulting party shall be entitled to reasonable attorneys' fees as may be allowed by the Court at
the time of settlement, at trial or any appeal or petition to review therefrom, in addition to any
court costs incurred and in addition to any other damages or relief awarded.
17. Context. In construing this Agreement, it is understood that if the context

so requires, the singular shall be taken to mean and include the plural, the masculine shall
include the feminine and the neuter and that generally all grammatical changes shall be made,
assumed and implied to make the provisions hereof apply equally to one or more individuals,
partners (general and limited) andlor corporations. All references to "days" shall be construed to
be references to calendar days.
18. No Waiver. No waiver of any breach of any agreement or provision

herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of
any other agreement or provision herein contained. No extension oftime for performance of any
obligations or acts shall be deemed an extension ofthe time for performance or any other
obligations or acts.
19. No Failure. No failure or delay of either party in the exercise ofany right
given to such party hereunder shall constitute a waiver hereof unless the time specified herein for
exercise of any right precludes others of further exercise thereof or of any other right. The
-16
waiver of any breach hereunder shall not be deemed to be a waiver ofany other or
subsequent breach
20. fi:ntire Agreement. This Agreement the

belween Sd ieI' nnd Ilurchaser respect 10 the su~iect matter hereof and <:lnV"1I"~"'11
discu~.sions, understanding, agreements and negotiations between the parties
$hall nol be amended, modified or supplemented by
exectlted by the auth""H'ized persons fhr the Sdler and I.)urchaser.
21. Assignments of this Agr(.1cment. No to this /\grccment shall have

the to assign interest in the and obligations Ihis Agreement without the priur
written consent of the other hereto. NOhvithstanding the !I:;rcg()ing, the parties
ackno'W!cdge that thb Agreemen[ be executed by the Purchaser, and to an l.lHiliak
the l>urchascr without consent. S~l!er and Purchaser
to so this
22. Counterplu"ts. may executed in multipJe

cOlmterpttrts, Shilll deemed to be un original. and all counterparts
constitute hm one instrument
23. Severability. 'rhe invalidity of any provision,

pamgmph. word, pum:tuati,m. or abbreviation of this the
validity orany other provision therein.
/\I'lllil.,~ble Law. Thb Agreement sball and as to

idity. cnl()rccment, construction. effect and in all other respects
Commonwealth orVirg,inia
25" Presumption against Or-dr1sman. The

have participated in the negotiation pre pardI ion Agrcclllt:nt.
"""."""r·nl' shall con$trut~d without regard to any presumption or other rule
the to be
IN WITNESS WHERf<:OF, the Parties have executed this

last dale indkated
SELLER:
OakmC"ade Partners, a Virginia limited partnership
By: OAKGP. L Generall'artner
Name: Lawrence '.~<"'M.mu
Title: Member and Manager
Date:
-17
PllRCHASER:
l1~l<ln:·:I. L.!}.
LLC, its Gl':.'neral Partner
Name: Kevin Orth
-18
Exhibit A
LEGAL DESCRIPTION OF PROJECT
-19
legal Description
AU. t:hAt ce.ruin pa~cel of 111;011, "ttll ll11J>l!'ov_nts thereen

and .ppurtenanc.. thereto belou&lna. lyine in Varina
Dhtricl:, ~co (OWII:". Vtl.'&lala, ¢ontd.nlng 7.S0 acres •
• hovn Oft plat: of .w:-wy by 1,..'1:'.4. Bros .• Civil l:nglneen
and S~.yor •• daced A,uar: 28, 1"0. rev1sed 4uaust 31,
1970, "'tlvt.a" Oec~r 7, 1970. and: &«<::ord108..to wh!..ch
plat 1. ·• •crlbt1d •• follow.: .
IECIlftllJlC at .. polot whlch point I.. tn. fonawing coune.
and dl~t~. fro. .. point at tbe inter••ctlon of the
nortbeatltenl Une of IIlne HUe .,.d .and 'the .outhe_ater-n·
Una of 1:.be yropo.ed dabt of va,. tine of Ene Avenue;
Soveh· 25- 28 00" It. )72.19 f.ae eo .. rodl .Ifort.h :;1· 30' j)"
E. 302.21 f.at to th. point: of baslnn1ng: thence North 25·
28' 00" W. 361.9S feet: to • paten:; tlumce a10n8 a curve to
t:luI laft with .. radl". of 1559.89 fut .. dht..,c.. of U8. 35
feet to .. point; them:.ll North 48· )6' 21" E. 135.11 feet to
.. point, t:henc:e a110AI • C:II~ 1:0 rhe dgbc. ...id, • radio". of
1871 .86 f •• t • dbtanc:& of 30$.14 f •• t 1:9 • point, thence
No...th S7· 5" 00" E. 12:2.64 feet to • poi,nc.; thenett $outh
32" 29' 2)" E. 429,01 het tQ • point, thence St:>uth 51" )0'
)S" W. 831.4' feet to tile -polnt of beginning.
ExhibitB
PURCHASER DUE DILIGENCE MATERIALS
To the extent Seller and/or the current manager ofthe Project (the "Current
Manager") have such information in their possession, the following have been or will be
delivered by Seller to the Purchaser as Due Diligence Materials under this Agreement:
Mark if a
Requested Date
Item Item Delivered
l. Existing survey
2. Current rent roll indicating lease terms, rental rates, X
concessions granted, security deposits, and any outstanding
delinquencies or prepayments, specifYing any section 8 or
other subsidized tenants/units
3. Unit by unit listing unit size (e.g., 1,2, or 3BR), total -_._
household size (adults and children), and total gross
household income
4. List of tangible personal property included in sale X
5. Current ad valorem tax bill and for previous 3 years X
6. Operating statements (audited) for the past three years and X
current year-to-date statement (updated year-to-date
statement to be sent to Purchaser every 30 days)
7. Maintenance service contracts and agreements and any other X
contract relating to the ownership, operation and
maintenance ofthe property including, but not limited to:
Laundry, Pest, Landscaping, Cable, telephone, etc.
8. A sample ofthe current tenant lease used for all tenant
rentals at the Project
9. Capital expenditure records for the past five years
10. Utility bills for the past twelve months X
11. List of vendors and utility companies with account numbers X
12. Certificates of occupancy, if available
13. All environmental, zoning, fire & safety or building code X
reports, evaluations, complaints or notices ofviolations for
the Project, including those prepared by the current owners,
public officials or other third parties.
14. Most recent engineering/physical inspection report, if X

available
15. Most recent appraisal, if available
16. Payroll summary for on-site employees, noting whether full
----
or part-time and what, if any, rent reduction they receive if
they live on site
-20
17. All governmental notices of housing code or other Project
operational violations received by Seller during the
preceding 36 months
18. Site plan
19. Floor plans
20. All architectural, mechanical, electrical and structUral plans x
and specifications for the Improvements that are in the
possession ofthe Seller
21. Guarantees and warranties on roofs, major repairs, etc. x
22. 5~year property and liability insurance claims report

23. HAP Contract and amendments, renewals x
24. HUD Regulatory Agreement and amendments thereto x
25. HUD Use Agreement x
26. HUD Plan of Action

27. HUD-50059 Tenant Income Certifications x
28. HUD REAC Physical Inspection Report and Score x
29. Most recent Rent Comparability Study x
-21
Exhibit C
Seller's Sworn Statement (10 year rule)
The undersigned hereby certifies the following with respect to the requirements of
Code Section 42(d) (2) ofthe Internal Revenue Code, regarding the eligibility of existing
buildings for low income housing tax credit as it relates to Oakmeade Apartments, located in
Richmond, Virginia.
• For the period of time between January 1, 2000 through the date hereof, Oakmeade
Partners, a Virginia limited partnership (the "Seller") has been, and through the date of Closing
will be, the continuous and sole owner of certain real estate, related improvements and amenities
in and on the land consisting ofa 100-unit apartment complex commonly known as Oakmeade
Apartmeqts, located in Richmond, Virginia more particularly described on attached Exhibit A
(the "Property").
• That there have been no transfers totaling 50% or more of the interests in Seller in any
single twelve month period during the previous ten (10) years.
SELLER:
Oakmeade Partners, a Virginia limited partnership
By: OAKGP, LLC, its General Partner
By:
Name: Lawrence Salzman
Date:
State )
) SS:
City of )
Subscribed and sworn before me, a Notary Public in and for the Commonwealth of Virginia, by
_~___~_ _ _ _ _ onthe _ _ day 2010.
Notary Public
My commission expires _ _ _ _.,--_ _ _ _ _'
-22
ExhibitD
BILL OF SALE AND ASSIGNMENT AGREEMENT
THIS BILL OF SALE AND ASSIGNMENT AGREEMENT, dated as of the

__ day of , between Oakmeade Partners, a Virginia limited partnership ("Seller"),
and Oakmeade Associates, L.P. ("Purchaser") provides:
RECITALS
Seller and Purchaser have entered into a Purchase and Sale Agreement, dated as
_ _ _ _ _ _~_ _ (the ~'Agreement"), whereby Seller has agreed to sell to Purchaser,
and Purchaser has agreed to purchase from Seller, certain real property with improvements
commonly known as Oakmeade Apartments located in Richmond, Virginia and more fully
described in Exhibit A, attached hereto (the "Property").
AGREEMENT:
, NOW, THEREFORE, in consideration of the Agreement and other good and

valuable consideration, the receipt and sufficiency or which are hereby acknowledged, Seller and
Purchaser hereby agree as follows:
1. Assignment of Leases. Seller hereby sells, assigns, transfers and conveys unto
Purchaser, and its successors and assigns, all of Seller's right, title and interest in and to the
tenant leases (the "Leases"), and the rights and obligations of Seller thereunder, described on the
schedule attached hereto as Exhibit R By execution hereof, Purchaser agrees to assume and be
bound by Seller's obligations accruing on or after the date hereof under the Leases.
2. Transfer and Assignment of Other Property. Seller hereby sells, assigns, transfers
and conveys unto Purchaser, and its successors and assigns, those items listed on Exhibit C
attached hereto, together with all of Seller's right title and interest, if any, in and to all other
personal property and fixtures located on and used in connection with the operation of the
Property (collectively, the "Per~onal Property").
3. Transfer and Assignment of Intangibles and Licenses. Seller hereby sells, assigns,
transfers and conveys unto Purchaser, and its successors and assigns, all of Seller's right title and
interest, if any, in and to, assignable licenses, occupancy agreements, or assignable permits with
respect to the Property, all trade names and trademarks owned or used by Seller in connection
with the operation of the Property, together with all appurtenances and rights related to such
trade name or trademark, including, but not limited to, the goodwill associated therewith,
telephone listings and telephone advertising used or owned by Seller and affecting the Property.
4. Transfer of Contracts. Seller hereby sells, assigns, transfers and conveys unto
Purchaser, and its successors and assigns, all assignable service, maintenance and management
agreements and other contracts or agreements listed in the attached Exhibit D (the "Assigned
Contracts"), pertaining, or applicable to, or in any way connected with, the rental, maintenance
and operation of the Property.
-23
5. Indemnification. Purchaser covenants to hold Seller harmless from and indemnifY
Seller for any claim, loss, damage, cost or expense (including reasonable attorneys' fees) that
Seller may incur from and after the date hereof as a result of the failure of Purchaser to perform
any of its obligations under the Leases or the Assigned Contracts accruing from and after the
date hereof. Seller covenants to hold Purchaser harmless from and indemnifY Purchaser for any
claim, loss, damage, cost or expense (including reasonable attorneys' fees) that Purchaser may
incur from and after the date hereof as a result of the failure of Seller to perform any of its'
obligations under the Leases or the Assigned Contracts accruing prior to the date hereof.
6. Governing Law. This Bill of Sale and Assignment Agreement and all other instruments
referred to herein shall be governed by, and shall be construed in accordance with, the laws of
the Commonwealth of Virginia
7. Successors and Assigns. This Bill of Sale and Assignment Agreement and the terms and
provisions hereof shall inure to the benefit of, and shall be binding upon, the respective
successors and assigns of Seller and Purchaser.
8. Incorporation by Reference. All of the Exhibits attached hereto or referred to herein

and all documents in the nature of such Exhibits are by reference incorporated herein and made a
part ofthis Bill of Sale and Assignment Agreement.
9. Counterparts. To facilitate execution, this Agreement may be executed in as many

counterparts as may be required. It shall not be necessary that the signatures on behalf of all
parties appear on each counterpart hereof. All counterparts hereof shall collectively constitute a
single agreement. .
[Signatures appear on next page]
-24
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Bill of Sale and
Assignment Agreement to be executed as of the date last below written.
SELLER:
Oakmeade Partners, a Virginia Limited Partnership
By: OAKGP, LLC, its General Partner
By:
Name: Lawrence Salzman
Date:
PURCHASER:
By: AAP Oakmeade, LLC, its General Partner
By:_ _ _ _ _ _ _ _ _ _~_ _
Name: Kevin Orth
Title: Manager
Date:
-25
ExhibitE
LITIGATION
-26
Exhibit F
ENVIRONMENTAL
-27
Pro", :lh~R,.ico CouRt>,~ UR To : P!\g«l 1
County of Henrico- Finance Department Real Estate Assessment Division Page 1 of2
Address: 4301 E. Parham Rd.

COUNTY OF HENRICO - FINANCE DEPARTMENT Henrico, VA 23273-2745
Phone: 804-501-4300
REAL ESTATE ASSESSMENT DIVISION
Fax: 804-501-5420
ParcelID Parcel Address

825-721-8368 300 NAIRPORT DR
Base Information
Zone R-5 Account # OA0178601
Subdivision N~NE MILE RD Acreage 7.500
Lot AC 7.50 Owner (Cur) OAKMEADE PARTNERS
Section Address C/O ROBERTA PlANTE 300 AIRPORT PL
Block HENRICO VA
Zip 230752164
Commerical Information
Use Code 352 Apartment Year Built 1972
Net Leasable 0 Gross Area (sqft) 88832
No. of Units 100.00
Assessment Information
Year Date Land Use. Improvements Tom I Apr. Assessment Reason
2011 1/21/2011 $8001000 $0 $2,1011900 $21901,900 D General Reassessment C
2010 2/1/2010 $800,000 $0 $118471700 $216471700 D General Reassessment M
2009 1/27/2009 $800,000 $0 $2,056,000 $2,856,000 D General Reassessment C
2006 1/25/2006 $600,000 $0 $11 971/700 $2 /571/700 D General Reassessment M
2005 2/11/2005 $6001000 $0 $1,886 /200 $21486,200 D General Reassessment M
2004 1/7/2004 $6001 000 $0 $1,570,000 $21170,000 D General Reassessment M
2003 1/15/2003 $600,000 $0 $1,466/700 $2,0661700 D General Reassessment C
2002 3/29/2001 $450 /000 $0 $1 / 548/300 $1,998 /300 EOY
2001 1/11/2001 $450 /000 $0 $11548,300 $11998 /300 0 General Reassessment
2000 3/22/1999 $4501 000 $0 $11 917 1 200 $2 /367/200 EOY
1999 4/8/1998 $4501 000 $0 $1/9171200 $21367,200 EOY
1998 2/25/1998 $450,000 $0 $1,917/200 $21367/200 D General Reassessment
1997 1/1/1997 $282,000 $0 $1/3821900 $116641900
1996 1/1/1996 $2821000 $0 $113821900 $116641900
1995 1/1/1995 $2821000 $0 $11382/900 $1/664/900
1994 1/1/1994 $282/000 $0 $1/8601900 $2/142/900
1993 1/1/1993 $2821000 $0 $118601900 $2/142/900
1992 1/1/1992 $282,000 $0 $1/860,900 $2,1421900
Transfer History
Deed Book Page Account # Sale Price Sale Date OWner Validity of Sale
01968 02054 $11 735/000 8/1/1985 OAKMEADEPARTNERS o
Improvements Information
Type Use Code Improvement Measurement
No Information Found
Picture and Sketches
http://wit236/assessmentltwCreateReport.asp?user=fax&using=fax&parcelid=825%2D721 %... 2/16/2011

TABM
(Zoning Certification Letter)

Townes'
SITE ENGINEERING
DATE: March 2. 2011

Richmond, Virginia 23220
Attention: Jim Chandler
RE: ZONING CERTIFICATION

Name of Development: ...;O~a~k:m:.:..:.:::ea=d=e=-.:..A:cp~a::...:rt.:..:.m:..;::e;.:.:n~ts:....-_ _ _ _ _ _ _ _ __
Name of Owner/Applicant: Oakmeade Associates, L.P.
Name of Seller/Current Owner: -.:::::O~a~km:.:..:.:::e=a=de.=..:..P;:a;.:.rtn:.:.;e:;:;rs.::::-._ _ _ _ _ _ _ _ _ __
The above-referenced Owner/Applicant has asked this office to complete this form letter
regarding the zoning of the proposed Development (more fully described below). This
certification is rendered solely for the purpose of confirming proper zoning for the site of the
Development. It is understood that this letter will be used by the Virginia Housing
Development Authority solely for the purpose of determining whether the Development
qualifies for points available under VHDA's Qualified Allocation Plan for housing tax credits.
DEVELOPMENT DESCRIPTION:
Development Address:
300 Airport Place
Richmond, VA 23075
Legal Description:
See attached legal description
Proposed Improvements:
o New Construction: _ _ _ # Units _ _ _ # Buildings _ _ _ Total Gross Floor Area

o Adaptive Reuse: -100
-- #: Units _ _ _ #: Buildings _ _ _ Total Gross Floor Area
[8j Rehabilitation: #: Units 12 #: Buildings 101.268 Total Gross Floor Area
Zoning Certification, cont'd
Current Zoning: R5 General Residence Dls1rlct allowing a density of

14.52 units per acre, and the following other applicable conditions: No other
Applicable conditions.
Other Descriptive Information:
The project entails the comprehensive renovation and preservation ofan existing, aging affordable
apartment community.
LOCAL CERTIFICATION:
Check one of the following as appropriate:
~ The zoning for the proposed development described above is proper for the
proposed residential development. 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.
o 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 ermits are required.
n
t i
Signature ~/.
(.JA'5IJrJ
Printed Name
Phone:
Date: I 7
ASK US HOW.
9850 Lori Road, Suite 201 Chesterfield, VA 23832
804-748-9011 Fax 804-748-2590 WWW.cctownes.com
legal Desalptlon
ALL that ce1:t:a1n parcel of land, with ll11provemenc$ chere-on

and appu1:taD&DC.. thereto belonc1nc. lying 11'1 Varina
Dt.erict, H8ar1co County. Virginia, containing 7.S0 acres,
_hown on plat 0 " ' _ " by La'rada Bros .. ClvU Englne.. r:s
and S~TVeyor•• dated ~t 28, 1970. ravl••d 4uauat 31.
1910, r.Y1.~ Dec-.b.r 27, 1970, and accordlna.to whicb
pLat 1e d••cribed a. follow.: .
BECINHUrC at a po~t which point 1a the follow1n& couraea
and dlaeaacea {rca a pot~t at tbe int.r••ction of the
DOrthe•• tern 11ne oC Nlne Hil. load and tbe .outh••scern
line of the fropo.ad rt&bt of vay line of Eaae Avenue.
Soueb 25- 2& 00" E. )72 . .,9 feat co a rod; .North )7- 30' j:'''
E. 302.27 feat to tha point: of baairmiDI: thence Horch 2:'"
28' OO·'w. 363.95 Ceet: to a poi-DC; thence .10ng & curve to
the 1aft'with • radlut of 1559.89 f.et • dietance of 17S.3S
flee to I point; thel.\@ Honlt 48- )6' 23" E. 185.17 f .. 4n to
• polnt; thence alona a curve to the rigbt with a radiu$ of
1877.86 f.et & di.caaca of 3Q).14 ta.t to • poLnc. thence
North 51- 55' 00" E. 122.66 feet to a point; thencO!: South
l2" 29' 25" E. 429.07 fHt to " point:. thene. South ~1" 30'
35" W. 831.45 feel: 1:'0 the point of beginning.
TABN
(Copies of 8609's To Certify Developer Experience)

·. Low-Income Housing Credit
Fo<m 8609 OMB NQ. 1545·0968
Allocation Certification
IRev. Janualy 2000)
1>00 not liIe separately. The building owner must attach Form 8586.
Department 0' the Form 8609, and Schedule A IForm 86091 to its Federal income tax return. Auacnmem
T,easury
In\~U'\~ RevellUe Se.VI«" Sequence No. 36
PART I Allocation of Credit-Completed by Housing Credit Agency Only

Check if: Addition to Qualified Basis Amended form
A Address 01 bulkrmg Ido no, us. P.O. boxl (see instructionsl B Name and addte$$ of housing erediC .geney
Delta View Apartments California Tax Credit Allocation Committee
3915 Delta Fair Blvd., Building 1 of 31 915 Capitol Mall Suite 485
Antioch, CA 94509 Sacramento. CA 95814
C Name. aodI'es5. and TiN of buUermg owner receiving allocation D EmpIover identification number (I f agency
Delta View Associates, L.P. 94-6001347
3 Harbor Drive, Suite 301 Ii: Building identification number (BINI
Sausalito, CA 94965
CA-99-86901
TIN I> 94-3323903
1a Date of allocation I> _ _ _ b Maximum housing credit dollar amount allowable ............. " .............. .
2 Maximum applicable credit percentage allowable .................................................................... ..
3a Maximum Qualified basis .......................................................................................................
b Check here P 0
If the eligible basis used in the computation of line 3a was increased under
the high·cost area provlsions of section 42{dIl5HCI. Enter the percentage to which the eligible
basis was increased (see instructions, .................:..................................................................
4 Percentage of the aggregate basis financed by tax-exempt bonds. (If zero, enter -0-.1 ................. ..
5 Date building placed in service .........................................................................t> 12131199
6 Check the box that describes the allocation for the building (check one onlyl: .
a Newly constructed and federally subsidized . b 0
Newly constructed and not federally subsidized e Existing building 0
d Sec. 421e) rehabilitation expenditures federally subsidized e Sec. 42(el rehabilitation expenditures not federally subsidized
Under penalties 01 perjury. I declare that the allocation made is in compliance with the reQUirements of section 42 of the Internal Revenue Code. and that I have exaMined
Pan I of this form to the best of my knowledge and belief. the information is true. correCt•. atId compleTe.
-------------~~--~-
Jeanne L Peterson
I> ------ I> ----------------------------------------------
Signature of authorized offic:ial Name IPlease IYpe or Pfintl
PART 11 First-Year Certification·-Completed by Building Owner for First Year of Credit Period Only
7b
7a Date building placed in service I> _ _,_._ , _ b Eligible basis of building (see instructions I
8a Original qualified basis of the building at close of first year of credit period .................................... ......-::::......1-_ _ _ _ __
bAre you treating this building as part of a multiple building project project for purposes of section 42 (see
instfuctionsJ? .................................................................................................................................OVes
9a It box 6a or box'6d is checked. do you elect to reduce eligible basis under section 421iH2HB)? .................OVes
bOo you elect to reduce eligible basis by disproportionate costs of non-low-income units (section 42(dIl311? DVes
10 Check the appropriate box for each election: •
a Elect to begin credit period the first year after the building is placed in service (sectipn 42!fJ(1l1 ...............0Ves
b Elect not to treat large partnership as taxpayer (section 42(jJ(SIL..........................................................0Ves
c Elect minimum set-aside requirement (section 42(g)J (see instructions) 020-50 . 040.60 D25-6oIN.v.c. only)
d Elect deep-rent-skewed project (section 142(d)(4)CBII (see instructionsl ................... :.............................0 15-40
Note: A separate Schedule A (Form 86091. Annual Statement, for each building must be attached to the corresponding Form
8609 for each year of the 15-year compliance period.
Caution: Read the instructions under Signature {page 4J before signing this part.
Under penai';les 01 perjury. I declare that the above building conlinulIIs 10 qualifv as part 01 "Qualified low·income hOu$ing projecl and meets
the reQUifem~ms 0' Internal Revenue Code section 42 and that the Qualified basis 01 the building has I> 0 has not I> 0 decreased fOf lhis tax
yeB'. I have eXlII'Tl'"ed this fOfm and attachments. and to Ihe best of my knowledge and beliel. they 3Ie true. co<rect. and complete.
> -----------------••---------------------------- t> -------------------------------------------------~ t> ---------------------

Signature Taxpayer identification number Date
t> -------------_.--------------.----._--.-----__ _
Name Iplease print or typel
For Paperworl!; Reduction Act Notice. see page 4. fou",8609IR••. \·20001
MRA
):Q'''' 8609 low-Income Housing Credit
I nov ).nuA.y:'>ooO) Allocation Certification
;lto.ntl'C'nt of ..... lte.aloutY ... 00 noC file separllle'v. Tbe building own... must aUaeh fo'm 8586. "'1I.,o",enl
-1'"".1 f;.. ~n\lt Stt'\ollCt Fo..m 8609. ilnd Schlldu" A (F«m 8609) to lIS Fad.,al income ta" nluln. SeQutnce NO 36
·-1 Part II Allocation of Credit - Completed by Housing Credit Agency Only
Check II [J AdcliliOl'lIO Oualihed Basis [ ] Amended Form

A MOtess "I buil<li~ (donol use P. O. bo"l (see iIl5l!UCIi<>n,) e NaMe and a<ldless 01 housing credit agency
Brent Village Apartments Nebraska Investment Finance AULhorHY
H09 Buck Drive 1230 "0" Street, Suite 200
Bellevue, NE 68005
Lincoln, NE 68508-1402
e Ham•. addreu. Ind TIN 01 buildIng ownlll reCeillin9 allocalion 0 Employet i1fenlllic:,lkIn numbet of agency
BV Associates. LLC 47-0613449
378 Main Street, Suite 9 e Sulldlno idenlilic:allo<l nUl\'lher (BIN)
East Greenwich, RI 02818
TIN.,.. 03-0374038 NE-04 -01836
ta Dale 01 allocalion,.. b Maximum housing credil dollar amounl allowable,

1b 23,064
2 Maximum applicable credit percentage allowable ...... ......... . . , . . .
<> 2• •3.51 %
• • • • • • • ~
)a Maximum qualified basi::; ......... # • • • • , • ........ , . ' . , ..

, • • • • ~
. . . .. ,
• • •
3a
• 657 008
• ~ , , ~
b Check here ~ 0
if the eligible basis used in Ihe computation 01 line 3a was increased under the
high-Cos! area provisions of section 42(d}(5)(C). Enler the percentage 10 which the eligible basis ..
.
was increased (see instructions) . . .. . . . . . . . . . . . . . "' . . . . . . . . ........... , .. .
3b 100 % ~
......
4 Percentage of Ihe aggregate basis financed by lax-exempt bonds. (If zero, enlet -0-.) ...........
4 76.24 o·I.
S Date building placed in service ................................... ~ 12 W.QL_
6 Check Ihe box fhal describes the alloealion for Ihe building (check one only).
a 0Newly c()nslrucled and rederally subsidized b 0
Newly constructed and nol federally subsidized c @ EXlstmg bUlI<.hng
d 0Sec. 42(e) f abilfJalion expenditures federally subsidized e 0 Sec. 42(0) rehabilitation expenditures nol federally subSlcllzCd
'~_..... .. "
• T lmot; h y R ....
" enny,
.
Executive Dlrector -.;> _
.. _ _ 4"_l;_q_ __
- _
'_ ________~~~~-------------~~~----------------N-am~t~(~~U~Se~I~~~~~~~W~}_____________'_ _________D_a_Ic______
IPart III First-Year Certification - Completed by Building Owner for First Year of Credit Period Only
1a Date building placed in service ~ b Eligible basis of building (see inslruelions) 1-!.=-4-------
6a Original qualified basis of the building at close of first year of credil period. ". .." .... ". _.....
b Are you treating this building as part of a multiple building project for purposes of sec:lion 42 (see
inslruclions)? .... " .....................•. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Yes ONQ
0
9a If box 6a or box 6d is checked. do you elecC 10 reduce eligible basis under section 42(i)(2)(8)? . . . . . .. . Yes DNo
0
b 00 you elecllo reduce eligil>le basis by diSpI'oporlionale cosis or non·low·income units (seclion 42(0)(3)70 Yes ONO
10 Check the appropriate bOl( for each eleclion:

a Eleel 10 begin credit period Ihe (irst year aller the building is placed in service (seclion 42(1)(1» . " . " ... DYes No o
b Eleel nollo Ireal1arge partnership as taxpayer (seclion 42(1)(5)) ........... " . . .. . ........ . DYes
c Eleel minimum set-aside requirement (seclion 42(g» (see inSlructions) 20·50 40-60 25-60 IN Y Conly) 0 0 o
d Eleel deep'renl-skewed project (section 142(d)(4)(8)) (see instructions) ....... " .. " ......... , 15·40 o
Nole: A separaJe Schedule A (Form 8609), Annual Statement, 101 each bvilding mllst be altac/led /0 tlte corresponding Form 8609 fot
each year of tlUI IS-year compliance period. .
Caution: Read IIle illstruclions under Signature (page 4) belore signing this parI.
uflde. penaJIJes 01 PeJluly. I deci;ue thai rhe above building continues 10 Qtlidi'y as a part 01 a qualilie\J low-income housing pro,ecl and meelS the lequllemellls 01
'tllerosl Revenue Code seclion 42 and Ihal Ihe ql.lalilieeJ I)asis allbe building has ... has nO! ~ deaeased 0
this lax year. I have examIned Ih.s lorll'l and [J '01
allac"me"f~. and lO 'he best 01 my knOWledge and be/n!'. Iheyate Ime. cOfreel. ilnd complele
For Paperwork Reduction Act Notice. see pag.4.

.sA I'otm 8609 IR.,. 1.1000)
sn: ff06866r
fotm 8609
(!WI. Oecembe. 200s)
Low·lncome Housing Credit Allocation
and Certification OMS No, 1545-0968
Department 01 the Tfeasury
Intecnal R<wenue SwIIic:e
Allocation of Credit. Caution: Use for allocations made in 2005 and later or. in the case of buildings financed with
tax-exempt
t t ~
bonds, bonds issued or buildings placed in service in 2005 or Jater.
Check I!: o Ameftded Form
A Address of buildIng (do not use P. O. box) (see inslrudians) B Name IIId 8ddIes$ of IlouIInt CftdIa,,1ftCy
300 Newbridge Road Virginia Housing Development Authority
Ric~ond, v~ 23223 601 S. Belv1dere Street
VA
C Name. addIe$s, and TIN d lIvUdlno OWMC'Jec:eMng allocation D ErnpIo)'et idelllilic::Jtiorl number of agenc:y
Newbridge Associates, ~LC S4-0921892
378 Main Street. Suite 9
East Greenwich. Rt 02818 E BuiIcIino idenIifI:aIIon tIlmber (BIN)
TIN • 92.m84997 VA0323001
,. Dale oI31ocation· • !~! !~~~3. • b MaxIII'Un housing credit ddI.iw amount aIIowatie.
2 Maximum appIicatIIe credit pen:entage allowable • . • . . . . • . . • . . • • • • . . . . • • • . • • . .
3• MaximtI'n qu3iIled basis •. . • . . . . . . . . . • . . . . . . . . • . . . . . . . . . . . . . . . . • . .
b Check here • 0 If the ~ basis UMd fi the <XII"IlpIbIion d line 3a was increased undef '
the hIgtH:o$l na provisions d section '(2(d){5Xc). EnIeI' lie peroenlage Io.ticli the eligible
basis was inc:feased (see insInx:tion$) • • • • • • • • • • • • .. . • • • • • . . • . • . • . • . . . . . .
.. Pe«:entage d!be aggregIB basis financ;ed by 1alI:-ex_ bonds. (If ze«l, enlel' .0.., . . . . . . . . .
5 Dalelding~iRservk» . . . . . . . . . . . . . . . . . . . . . . . . ~ _:~~~:~: __ .
Ii Check !he boxes thai cIe$ai)e the aIIccation fa the ~ (dleck!bose IbaI apply):
I 0 Newly CCI'ISIIUd.ed and fedef;Iy ~ " 0 NerMy altISWded and IIOffederally Slilsiclized c t2I e.isting1:luUng
d 0 Sec. 42{e) ~ ~dUes federaIy IUtlskIzed • 0 Sec. 42{e} rababltaIion ~ not feder31y Sltlsicized
f 0 Not fecIe!c!Y subsi<ized by reas'On d oU).5O Me IJlder sec. 42.(1X2)(E} , 0 Allocation sut;!d to f!C!IP'()fit set-asidetlldec sec. 42(b)(5)
Signature of Authorized Housing Credit Agenq' 0ftIcIaI- Completed by Housing Credit NJetaq Only
I dedate Ihallhe aIocaIion-macte is'b eon~alllc:e wIIh!be requirements d sedIon 42 d the Internal Revenue Code.
have exanWledPart I d II!st Cliriy lcn9wIedge and belef.1lt iiormatioo Is 1nIe, ~ and ~ ' .
JAMES H. CHANDLER
AUTHORIZED OFFICER
FJrst·Ve.r Certification - Completed by Building Owners with respect to the first Vear of the Credit Period
7 E/igiI:IIe bas/$ d I:JuIIcIng (see insIIUdions). . • • • • • • • . • • • •. •. • . • . . • . . . . . • . • • •
II Original qualified basis d !he 00iIding at dose of first year d credit period . • . • . • • • • • • • • . • •
b Are you Ilealing!his WIkIng as par1 d anUlip/e buIIcSino ~ fof pwpose$ of section 42 {see
1nsIIuc:Cions)? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • " • ; • • , • . • •. liZ} Yes 0 No
h If box 58 or box Gel is c:hecked. do you elect 10 redJce eIigItI(e basis undeI sed.ion(42Ci)(2XB)? •••••••• 0 Yes 0 No
b 00 you eIecl to ndJce eligi~ basis by cIsproportIooaI CO$IS d ~ units (section 42(d)(3})? 0 Yes No fa
10 Cbect !be appoprlate tIoltfor each election:
a EJect 10 begin cred( pedod the .,. ,.arlflel' the IIuIdiftg Is placed in setvk:e (section 42(t)(1)}. • • • • • • •• 0 Yes No E
b Elect not 10 treat large paI1nerShIp 8uax"... (sec:Iion 42(1)(5» • • • • • • • • • . • • • • • . • . . • . . . •. 0 Yes
e Elect nWnum sel.aslde requirement (section 42(9» (seelnstnx::tlons) 0 20-601(1 40-60 0 25-60 (N.r.c. only)
d EJect deep-Ient·skeweCf prqect (section 142(d)(4XB»{seelnsfn.lcfiaas) •••••••••...•••••.•• 0 1540
- UI"/.I ~Iar. #..at the abcw. builcing contlnu_ to qualify., • pM of. qualified ioW-4ncoma housing project Mcfl'llgels the
feqU!rel'l'llmt. of ~:MCtIon 42. I'have examined this fonn and attachment., WId to the best of rTrf knowledge .,d belief, they
are true, COI'( ~ and tete. 92 - 01 84 9 9 7 _'
,.
.. ....... •
bl'.
•••••• •• • . . . .••_........... ..........
S9 ~ f~
.. •••• •• •
,.
.. ··· .. ···i.;;.;~i~;;;;.;·;;;;;b;;··· .... ···
10..
0/-1 J ,/Y'
,. ............ i;.t!...........
...........
r ......h.... ................................
N - . (pIUH Iypo or pinl)

l..
' , . .................... T';,;y;;;......................... .
For Privacy Act and PapelWork Reduction Act Notice, see Instructions. Cat. No.6308JU Form 8609 (ReN, 12·2005j
1'«.1. btU
ram 8609 Low..lncome Housing Credit

AJlocation Certification
A ~ ofbulldlll~ (do 1lGI ... P. o. bellO (111&1nI1nIcIicJIIa) I NIIIt_ adIhP of lloas1111 cndIt ~
717J aardeo Pa:k LaDe V1EgL~ia Hcuatng Pevelopment AUthority
MeehaD.iC8V1U., VA 23111 6'01 S. Belvic:J." Street
:Z322Q~
C Name, add(ats. and 11H dllddlllG oww IICIiWQ IIIoeIIIan D ~_6cdoII1IIIIIIbtr IlIIQIrICY
CQlc1l1a:'bOl' Al8OC:1ae•• , LX.Q 54-0'21812
n. Mdn Street ••uite ,
Ka.t Greenwidl. JU 02118
TIH .. 0+3717511
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Til,..,.
F_8609 Low-Income Housing Credit
(Rev. 0IIcember 2006)
0epatImenI of Ula TteaWY Allocation Certification OMEI No. 154!Kl9a8
A Address of buHdlng (do not use P. O. box) (see instructions) 8 Name and address of housing credit Igency
6000 Oakano Road Virginia Housing Development Authority
Richmond, V~ 23231 601 S. Belvidere Street
Ri 2"1?~·I"I-Ii."'(lA
C Name. address. and TIN of building ownlr receiving aIIoc:aIlon D Employer identification number of agency
Oaklana Village Associates. LLC 54-0921892
376 Main Street, Suite 9
~as~ Greenwich, RI 02818 E Building identification number (BIN)
TIN .. 81-$57690 VA0523001
1a Dale of allocation ~ 1219/05 b Maximum housing ad dollar amount alowable. tb $ 14,657
2 Maximum applicable credit percentage aDowable • • . . . • . • . . . • . . • . • . . . . . . . . . . . .

3a Maximum qualified basis . . . . . . . . . . . . . . . , . . . . . . . " .......,..... ..
If the eligible basis used in the computation of fme 3a was increased, check the applicable box
and enter the percentage to which \tie eligible was increased (see instructions) . . . , . . . , . . . . . . %
o BuUding located in the Gulf Opportunity (GO) Zone. Rita GO Zone, 0( Wilma GO Zone
o Section 42(d)(5)(C) high cost area provisions
4 Percentage of the aggregate basis financed by lax~xempl bonds. (If zero, enter • 0...) . . . . • . , . • - 0
5 Date buildinQ placed in selYice. . . • . . • • . . . . . . , . . . . . • . . • .2L~.~~~._ .._ • • • • • • • • E.i.!
6 Check the boxes that describe \tie allocation for the building (check !hose thai apply):
a 0 Newly constructed and federally subsldzed b 0 Newly constructed and not fedelally subsidized c: 1:21 Existing buDding
d 0 Sec. 42(e) rehabllilation expenditures federally subsidized e 0 Sec, 42(e) rehaWitation expenditures not federally subsidized
f 0 Not federally subsidized by reason of 40-60 ~.under sec. 42(i)(2XE)1J 0 Allocation StIlE! to nonprofit set-aside under sec. 42{IlX5)
Signature of Authorized Housing Credit Agency OffIcial- Completed by Housing Credit Agency Only
with seaton Itlternal Revenue Code.
to u:....tSJ<l~ my knowledge and belief. the information is \rue. COO'ect and complete.
JAMES M. CHANDLER
AOTKORI&ED OFFICER ~ 4-.2-07
···..·_·__..ocii'i·····......·····
- - - - - - - -Name ~·iYP8orprintT--· ..-....--·
7 8igible basis or building (see inslrudion$) . . . . . , . . . .. . • . . . . . . . . . . . . . . . . . . •

8a Original qualified basis of the building at close of fot year of credil period • . . . . . . . • . . . . . . .
b Are you treating this building as part of a multiple building project fO( purposes of section 42 (see
instructions)? • . • . • . . . . . _ . . . , . . . • • • . . . . . . . . . , . . . . . . , . . . . . . . . . . . . . ~Yes 0 No
9I If box 6a 0( box 6d is checked, do you eled to reduce eligible basis under section (42{i)(2)(B)? . . . . . . . . 0 Yes 0 No NIA
b For malket..-ale units above the average qualily standards of Iow-inccme units in the building. do you eled
to reduce eligible basis by disproportionate costs of non-Iow income units under sedion 4I2(d)(3)(B)? 0 Yes 0 No ""fA
10 Check the appropriate box for each election:
Caution: ax:. 11fIM3.1he foIIolfIing eIIcIiMs In ~
a Beet to begin credit period the first year after fhe buHding is placed in selVioe (section 42(Q( 1)) . • . . . . • . 0 Yes ~NO
b Elect not 10 treat large palfnership as taxpayer (section 42(1)(5)). . . _ . . . . • _ . . . . . • . . . / . . . . 0 Yes
c Elect minimum set-aside requirement (section 42(9) (see inslruclions) 0 2()..5() f!1 4().60 0 25-6D (N.V.C. onlV)
d Elect deep rent skewed projec:t (section 142(d)(4)(S»)(see inslru<:tions) •..... _...•• _..... . 0 15-40
For PriYacy Ad and PaP!lrwolk Reducllon Act HoIIoe, ... In.ftvctJon•• Cat No.6J98IU Form.flO9 (Rev. 12.2(06)
Fonn8609 Low-Income Housing Credit
(Rev. December 20(8) OMS No. 154&-0988
Department of tile Treasury Allocation Certification
i
Check If: 0 Addition to Qualified Basis o Amended Form
A Address of building (do not use P. O. box) (see instructions) B Name and address of housing credit agenc),
5825 Orcutt Lane Virginia Housing Development Authority
Richmond, VA 23224 601 S. Belvidere Street
Richmond VA 23220-6504
C Name, address, and TIN of building owner recaiving allocation o Employer identification number of agency
Chippenham Place Associates, L.P. 54-0921892
269 Main street, Suite E
Providence, RI 02903 E Building identification number (BIN)
TIN ~ 32.{)206923 VA0706001
1a Date of allocation .. 12/14/07 b Maximum housing credit dollar amount allowable. 1b $ 7,107
2 Maximum applicable credit percentage allowable . . . . . . . . . . . . . . . . . . . . . . . . . . • .. 1-=2_.+--::..:....:..6::.%:.;;0--_ _ __

3a Maximum qualified basis . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . • .. 3a $205,405
If the eligible basis used in the computation of line 3a was increased, check the applicable box
and enter the percentage to which the eligible was increased (see instructions) . . . . . . . . . . . . . .
o Building located in the Gulf Opportunity (GO) Zone, Rita GO Zone, or Wilma GO Zone
o Section 42(d)(5)(C) high cost area provisions
4 Percentage of the aggregate basis financed by tax-exempt bonds. (If zero, enter - 0-.) . . . . . . . . .
5 Date building placed in service. . , . , . . , . . . . . . . . . . . . . . . ... 10/4 / o.~_
6 Check the boxes that describe the allocation for the building (check those that apply):
a 0 Newly constructed and federally subsidized b 0 Newly constructed and not federally subsidized c [8j Existing building
d 0 Sec. 42(e) rehabilitation expenditures federally subsidized e 0 Sec. 42(e) rehabilitation expenditures not federally subsidized
f 0 Not federally subsidized by reason of 40-50 rule under sec. 42(i}(2)(E) 9 0 Allocation subject to nonprofit set-aside under sec. 42(h)(5)
Signature of Authorized Housing Credit Agency Official- Completed by Housing Credit Agency Only
Under penalties of perjury, I declare that the allocation made is in compliance with the requirements of section 42 of the Internal Revenue Code,
and that I have examined this fomn of my knowledge and belief, the infomnation is true, correct and complete.
JAMES M. CHANDLER
.. AUTHORIZED OFFICER
---------..........--------------------
Name (please type or print)
7 Eligible basis of building (see instructions) ..... , . . . . . ........... , . , ..... ' .

8a Original qualified basis of the building at close of first year of credit period . . . . . . . . . , . . . . . .
b Are you treating this building as part of a multiple building project for purposes of section 42 (see
instructions)? . . . . . . . . . . , . . . . . . . ... , . . . . . . . . . .. ' . . . . . . . . . . , . . . . . . ~ Yes 0 No
9a If box 6a or box 6d is checked, do you elect to reduce eligible basis under section (42(i)(2)(8)? . . . . . . .. 0 Yes 0 No
b For market-rate units above the average quality standards of low-income units in the building, do you elect
to reduce eligible basis by disproportionate costs of non-low income units under section 42(d)(3)(8)? Yes 0 No
10 Check the appropriate box for each election:
Caution: Once made, the following elections are irrevocable.
a Elect to begin credit period the first year after the building is placed in service (section 42(Q(1)) ....... . 0 Yes ~ No
b Elect not to treat large partnership as taxpayer (section 42(j)(5)). . . . . . . ' . . . . ....... / . . .. 0 Yes
c Elect minimum set-aside requirement (section 42(g)) (see instructions) 0 20-50 [0' 40-60 0 25-60 (NYC. only)
d 8eet deep rent skewed project (section 142(d)(4}(B)) (see instructions) . . . . . . . . . . . . . . . . , .. 0 15-40
For Privacy Act and Paperwork Reduction Act Notice, see instructions. Cat. No. 63981U Form 8609 (Rey. 12·2008)
TABQ
(Documentation of Rental Assistance)

U.S. Department of Housing and Urban Development .
Office of Housing
Project-based Section 8
HOUSING ASSISTANCE PAYMENTS
PRESERVATION RENEWAL CONTRACT
Oakmeade Apartments
PREPARATION OF CONTRACT
Reference numbers in this form refer to notes at the end of the contract text
These endnotes are instr!..ictions for preparation of the Preservation Renewal
Contract. The instructions are not part of the Renewal Contract
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1
Attachment 13
TABLE OF SECTIONS
1 CONTRACT INFORMATION 1
PROJECT 1
2 TERM AND FUNDING OF RENEWAL CONTRACT 3
3 DEFINITIONS 4
4 RENEWAL CONTRACT 5
a Parties 5
b Statutory authority 5
c Expiring Contract 5
d Purpose of Renewal Contract 5
e Contract units 6
5 EXPIRING CONTRACT - PROVISIONS RENEWED 6
6 CONTRACT RENT 1
a Initial contract rents 7

b Contract rent adjustments in accordance with the Plan of
Action 1
d No other adjustments 1
7 OWNER WARRANTIES 8
8 OWNER TERMINATION NOTICE 8

9 HUD REQUIREMENTS 8
10 STATUTORY CHANGES DURING TERM 8
11 PHA DEFAULT 9
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1
Attachment 13
~.-.------- - - ... .. ... ~-.---.--
12 EXCLUSION OF THIRD-PARTY RIGHTS 9
13 WRITTEN NOTICES
10
SIGNATURES 11
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2
P.ttachment 13
U.S. Department of Housing and Urban Development

Office of Housing
Project-based Section 8
HOUSING ASSISTANCE PAYMENTS
PRESERVATION RENEWAL CONTRACT1
1 CONTRACT INFORMATION 2
PROJECT
Section 8 Project Number: VA36M000200
Section 8 Project Number of Expiring Contract: VA36M00020D
FHA Project Number (if applicable): 051-44048
Project Name: Oakmeade Apartments
Project Description: 3
This is a row style complex with 12 buildings. There are (14) one bedroom, (69)
two bedroom, and (16) three bedroom Sedran 8 units. There is (1) two bedroom
Non-Section 8 unit. The property is located at 300 Airport Place, Highland
Springs, VA 23075 in Henrico County.
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1
}\,ttachment 13
---"------
Plan of Action
During the term of the Renewal Contract, the Owner shall operate the project in
accordance with the Plan of Action, as submitted to HUD on 3/14/1995,
(the "POA Submission") and as approved and/or amended by HUD on 3/24/1995
("HUD's POA Approval Letter") (the POA Submission as amended by HUD's
POA Approval Letter is hereinafter referred to as the "Plan of Action").
Use Agreement or Regulatory Agreement
During the term of the Renewal Contract, the Owner sAall operate the Project in
accordance with the Use Agreement or/and Regulatory Agreement. The Use
Agreement and/or the Regulatory Agreement (as amended, if applicable) in
effect at execution of this contract is/are described as follows: 4
The Use Agreement or Regulatory Agreement in effect at execution of this

contract is described as follows: Regulatory Agreement for Limited Distribution
Mortgagor Projects under Section 221 (d)(3) of the National Housing Act, as
amended, entered into as of the 24th day of March 1995, between the Secretary
of Housing and Urban Development and Oakmeade Limited Partnership.
Attached hereto as Exhibit B is HUD's POA Approval Letter and, if applicable,

copies of any provisions from the following documents necessary to understand
the rental adjustment provisions: the POA Submission, Use Agreement or
Regulatory Amendment.
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2
Attachment 13
PARTIES TO RENEWAL CONTRACT

5
Name of Contract Administrator
JEFFERSON COUNTY ASSISTED HOUSING CORPORATION
Address of Contract Administrator
500 OFFICE PARK DRIVE SUITE 300

BIRMINGHAM, AL 35223
Name of Owner6
Oakmeade Partners
Address of Owner
300 Airport Road

Highland Springs, VA 23075
2 TERM AND FUNDING OF RENEWAL CONTRACT
a The Renewal Contract begins on 7/1/2010 7 and shall run for a

period of 1 (one)8 year(s).
b Execution of the Renewal Contract by the Contract Administrator is

an obligation by HUD of $ 509,593,9 an amount sufficient to provide
housing assistance payments for approximately 11 10 months of
the first annual increment of the Renewal Contract term.
c HUD will provide additional funding for the remainder of the first
annual increment and for subsequent annual increments, including
for any remainder of such subsequent annual increments, subject
to the availability of sufficient appropriations. When such
appropriations are available, HUD will obligate additional funding
and provide the Owner written notification of (i) the amount of such
additional funding, and (ii) the approximate period of time within the
Renewal Contract term to which it will be applied.
- - - - - - - - - . - - - . - - - - - - --=-_...... - ....-
Preservation Renewal Contract
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3
.i;ttachment 13
3 DEFINITIONS
ACC. Annual contributions contract
Anniversary. The annual recurrence of the date of the first day of the
term of the Renewal Contract
Contract units. The units in the Project that are identified in Exhibit A by
size and applicable contract rents.
Contract rent. The total monthly rent to owner for a contract unit,
including the tenant rent (the portion of rent to owner paid by the assisted
family).
HAP contract. A housing assistance payments contract between the

Contract Administrator and the Owner.
HUD. The United States Department of Housing and Urban

Development
HUD requirements. HUD regulations and other requirements, including

changes in HUD regulations and other requirements during the term of the
Renewa.1 Contract.
MAHRA. The Multifamily Assisted Housing Reform and Affordability Act of

1997 (Title Vof Public Law No.105-65, October 27,1997,111 Stat. 1384),
as amended.
PHA. Public housing agency (as defined and qualified in accordance with
the United States Housing Act of 1937. 42 U.S.C. 1437 at seq.).
Preservation Project. A project that is subject.to a HUD-approved Plan

of Action under the Emergency Low -Income Housing Preservation Act of
1987 (12 U.S.C. § 17151 note) or the Low-Income Housing Preservation
and Resident Homeownership Act of 1990 (12 U.S.C. § 4113).
Project. The housing described in section 1 of the Renewal Contract

The housing is a Preservation Project
Section 8. Section 8 of the United States Housing Act of 1937 (42 U.S.C.
§ 1437f).
Renewal Contract. This contract, including applicable provisions of the

Expiring Contract (as determined in accordance with section 5 of the
Renewal Contract).
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4
Attachment 13
4 RENEWAL CONTRACT
a Parties
(1) Renewal Contract is a housing assistance payments

contract ("HAP Contracf') between the Contract
Administrator and the Owner of the Project (see section 1).
(2) If HUD is the Contract Administrator, HUD may assign the

Renewal Contract to a public housing agency ("PHA") for the
purpose of PHA administration of the Renewal Contract, as
Contract Administrator, in accordance with the Renewal
Contract (during the term of the annual contributions
contract ("ACC") between HUD and the PHA).
Notwithstanding such assignment, HUD shall remain a party
to the provisions of the Renewal Contract that specify HUD's
role pursuant to the Renewal Contract, including such
provisions of section 9 (applicable requirements), section 10
(statutory changes during term), and section 11 (PHA
default), of the Renewal Contract
b Statutory authority
The Renewal Contract is entered pursuant to section 8 of the

United States Housing Act of 1937 (42 U.S.C. § 1437f), and section
524(e)(1) of the MAHRA.
c Expiring Contract
Previously, the Contract Administrator and the Owner had entered
into a HAP Contract ("expiring contract") to make Section 8 housing
assistance payments to the Owner for eligible families living in the
Project. The term of the expiring contract will expire prior to the
beginning of the term of the Renewal Contract
d Purpose of Renewal Contract
(1) The purpose of the Renewal Contract is to renew the

expiring contract for an additional term. During the term of
the Renewal Contract, the Contract Administrator shall make
housing assistance payments to the Owner in accordance
with the provisions of the Renewal Contract. Such
payments provide to the owner rent benefits comparable to
those provided under the Plan of Action in accordance with
section 524(e)(1) of the MAHRA.
REV 11-05-2007
5
.:u.ttachment 13
(2) Housing assistance payments shall only be paid to the

Owner for contract units occupied by eligible families leasing
decent, safe and sanitary units from the Owner in
accordance with statutory requirements, and with all HUD
regulations and other requirements. If the Contract
Administrator determines that the Owner has failed to
maintain one or more contract units in decent, safe and
sanitary condition, and has abated housing assistance
payments to the owner for such units, the Contract
Administrator may use amounts otherwise payable to the
Owner pursuant to the Renewal Contract for the purpose of
relocating or rehousing assisted residents in other housing.
e Contract units
The Renewal Contract applies to the Contract units.
5 EXPIRING CONTRACT - PROVISIONS RENEWED
a Except as specifically modified by the Renewal Contract, all

provisions of the Expi~ing Contract are renewed (to the extent such
provisions are consistent with statutory requirements in effect at the
beginning of the Renewal Contract term).
b Any and all provisions of the Expiring Contract concerning any of

the following subjects are not renewed, and shall not be applicable
during the renewal term:
(1) Identification of contract units by size and applicable

contract rents;
(2) The amount of the monthly contract rents;
(3) Contract rent adjustments; and
(4) Project account {sometimes called "HAP reserve" or "project

reserve"} as previously established and maintained by HUD
pursuant to former Section 8(c}(6) of the United States
Housing Act of 1937 (currently Section 8(c)(5} of the Act, 42
U.S.C. § 1437f(c)(5}). Section 8(c)(5) does not apply to the
Renewal Contract, or to payment of housing assistance
payments during the Renewal Contract term.
c The Renewal Contract includes those provisions of the Expiring

Contract that are renewed in accordance with this section 5.
---.,," ."-=--c-:=---:
REV 11-05-2007
6
Attachment 13
6 CONTRACT RENT
a initial contract rents
At the beginning of the Renewal Contract term, and until contract

rents for units in the Project are adjusted in accordance with
section 6b, the contract rent for each bedroom size (number of
bedrooms) shall the initial contract rent amount listed in
A, which is attached to and, by this reference, is hereby made a
part of the Renewal Contract
b Contract rent adjustments in accordance with the Plan of

Action
During the term of the Plan of Action, the Contract Administrator

shall adjust the amounts of the monthly contract rents in
accordance with the Plan of Action. See Exhibit
c Procedure for rent adjustments during renewal term
(1 ) To adjust contract rents during the term of the Renewa!

Contract the Contract Administrator shall give the Owner
notice with a revised Exhibit A that specifies the adjusted
contract rent amounts. .
(2) The revised Exhibit A shall specify the adjusted contract

rent amount for each bedroom size as determined by the
Contract Administrator in accordance with this section. The
adjustment notice by the Contract Administrator to the
Owner shall specify when the adjustment of contract rent is
effective.
(3) Notice of rent adjustment by the Contract Administrator to

the Owner shall automatically constitute an amendment of
the Renewal Contract.
d No other adjustments
Except for contract rent adjustments in accordance with this

section, there shall not be any other adjustments of the contract
rents during the term of the Renewal Contract. Special
adjustments shall· not be granted.
r",,,:,,,,,,,.,,,,,n,., Renewal Contract

REV 11-05-2007
7
Attachment 13
1 OWNER WARRANTIES
a The Owner warrants that it has the legal right to execute the
Renewal Contract and to lease dwelling units covered by the
contract.
b The Owner warrants that the rental units to be leased by the Owner
under the Renewal Contract are in decent, safe and sanitary
condition (as defined and determined in accordance with HUD
regulations and procedures), and shall be maintained in such
condition during the term of the Renewal Contract.
8 OWNER TERMINATION NOTICE
a Before termination of the Renewal Contract, the Owner shall

provide written notice to the Contract Administrator and each
assisted family in accordance with HUD requirements.
b If the Owner fails to provide such notice in accordance with the law
and HUD requirements, the Owner may not increase the tenant
rent payment for any assisted family until such time as the Owner
has provided such notice for the required period.
9 HUD REQUIREMENTS
The Renewal Contract shall be construed and administered in accordance

with all statutory requirements, and with all HUD regulations and other
requirements, including changes in HUD regulations and other
requirements during the term of the Renewal Contract. However, any
changes in HUO requirements that are inconsistent with the provisions of
the Renewal Contract, including the provisions of section 6 (contract rent)
shall not be applicable.
10 STATUTORY CHANGES DURING TERM
If any statutory change during the term of the Renewal Contract is

inconsistent with section 6 of the Renewal Contract, and if HUD
determines, and so notifies the Contract Administrator and the Owner,
that the Contract Administrator is unable to carry out the provisions of
section 6 because of such statutory change, then the Contract
Administrator or the Owner may terminate the Renewal Contract upon
notice to the other party.
REV 11-05-2007
8
A.ttachment 13
11 PHA DEFAULT
a This section 11 of the Renewal Contract.applies if the Contract

Administrator is a PHA acting as Contract Administrator pursuant to
an annual contributions contract ("ACC") between the PHA and
HUD. This includes a case where HUD has assigned the Renewal
Contract to a PHA Contract Administrator, for the purpose of PHA
administration of the Renewal Contract.
b If HUD determines that the PHA has committed a material and

substantial breach of the PHA's obligation, as Contract
Administrator, to make housing assistance payments to the Owner
in accordance with the provisions of the Renewal Contract, and
that the Owner is not in default of its obligations under the Renewal
Contract, HUD shall take any action HUD determines necessary for
the continuation of housing assistance payments to the Owner in
accordance with the Renewal Contract.
12 EXCLUSION OF THIRD-PARTY RIGHTS
a The Contract Administrator does not assume any responsibility for

injury to, or any liability to, any person injured as a result of the
Owner's action or failure to act in connection with the Contract
Administrator's implementation of the Renewal Contract, or as a
result of any other action or failure to act by the Owner.
b The Owner is not the agent of the Contract Administrator or HUD,

and the Renewal Contract does, not create or affect any
relationship between the Contract Administrator or HUO and any
lender to the Owner or any suppliers, employees, contractors or
subcontractors used by the Owner in connection with
implementation of the Renewal Contract.
If the Contract Administrator is a PHA acting as Contract

Administrator pursuant to an annual contributions contract ("ACC")
between the PHA and HUD, the Contract Administrator is not the
agent of HUD, and the Renewal Contract does not create any
relationship between HUO and any suppliers, employees,
contractors or subcontractors used by the Contract Administrator to
carry out functions or responsibilities in connection with contract
administration under the ACC.
- _.•...._-_...... .. ._._
REV 11-05-2007
9
Attachment 13
13 WRITTEN NOTICES
a Any notice by the Contract Administrator or the Owner to the other

party pursuant to the Renewal Contract shall be given in writing.
b A party shall give notice at the other party's address specified in

section 1 of the Renewal Contract, or at such other address as the
other party has designated by a contract notice. A party gives a
notice to the other party by taking steps reasonably required to
deliver the notice in ordinary course of business. A party receives
notice when the notice is duly delivered at the party's designated
address. .
REV 11-05-2007
10
Attachrr.ent 13
SIGNATURES
Contract administrator (HUD or PHA)
Name of Contract Administrator
JEFFERSON COUNTY ASSISTED HOUSING CORPORATION
By: ~--=-~.:...=:
Signature of authorized representative
U.S. Department
By: _ _ __
Signature of authdrize
Charles C. Famuliner, Authorized Agent, Richmond Multifamily Program Center

Name and offici a I ti
Date ------'
Owner
I\.I~rnQ of Owner
By: __________~~~___-____- - - - - - - - - - - - - - - - - - - -
Signature of autho~'~NO
OAKGf LLC, General Partner by: Lawrence Salzman, Member

Name and title
Date ______;( o
~~L---------- __
REV 11-05-2007
11
EXHIBIT A
IDENTIFICATION OF UNITS ("CONTRACT UNITS")

BY SIZE AND APPLICABLE CONTRACT RENTS
Section 8 Contract Number: VA36M000200
FHA Project Number (if applicable): 05144048
Effective Date of the Rent Increase (if applicable): 11112010
Number Number Contract Gross

of Contract Units of Bedrooms Rent Allowance Rent
14 1 BR $500 $68 $568
69 2BR . $551 $75 $626
16 3BR $770 $100 $870
NOTE: This Exhibit will be amended by Contract Administrator notice to the

Owner to specify adjusted contract rent amounts as determined by the Contract
Administrator in accordance with section 6b of the Renewal Contract
REV 11-05-2007
1
Tab Q - Documentation of Real Estate Tax Abatement
Henrico County has a rehabilitation tax abatement program that exempts the taxes
resulting from an increase in assessed value due to rehabilitation for a period of seven
years. Attached is general information about the program, an application and a copy of
the current assessed value. The project meets all of the requirements of the abatement
program.
.",--- .
General Information for Partial Tax Exemption of
Rehabilitated Multifamily, Commercial/Industrial,
&. Hotel/Motel Real Estate
Chapter 20, Article 2, Division 3, Section 74, Section 75, and Section 76 of the Code of Henrico
County provides for partial real estate tax exemption for qualifying rehabilitated multifamily,
commercial/industrial, and hotel/motel structures. As authorized by state law, the Henrico
County Board of Supervisors adopted a tax abatement incentive to improve and maintain the
quality of these property classes in the County. The Real Estate Assessment Division (Division)
of the Department of Finance is the administering agency of this program. Following is general
information:
CJ An application for Partial Tax Exemption of Rehabilitated Real Estate plus a

$50.00 fee must be filed with the Division prior to or simultaneously with
making application for a building permit(s) to commence renovation. Any
renovation or demolition started before the aforementioned will disqualify the
property from consideration.
CJ The structure for multifamily and commerCial/industrial properties must be at least 26

years old and a minimum of 35 years for hotel/motel properties.
CJ Upon receipt of an application, a representative from the Division will schedule an

inspection of the existing structure to establish a base value for the program.
CJ Rehabilitation must increase the base value by no less than 50 percent in order to
qualify. Replacement of multifamily structures 26 years through 39 years of age shall not
exceed the total square footage of the original structure by more than 100 percent.
Multifamily structures 40 years and older do not have a limitation on square footage
increase. Replacement of commercial/industrial and hotel/motel structures shall not
exceed the total square footage of the original structure by more than 100 percent.
CJ All rehabilitation and renovation must be completed three years from the date structure
base value is established. If the rehabilitation has not increased the base value of the
structure by at least 50 percent or greater, a new application may be filed prior to the
expiration date, and a revised base value established. In no event, however, shall there
be more than two additional applications following the initial application on any structure.
Under no circumstances shall any new base value be less than the original base value.
CI An owner may, prior to November 1 of any calendar year in which the rehabilitation is
underway, submit a request to the Division for an inspection of the structure to
determine if it qualifies for exemption. When it is determined the rehabilitation has
resulted in at least a 50 percent increase in assessed value, the tax exemption shall
become effective beginning January 1 of the following year.
CJ The owner of property qualifying for partial exemption of real estate taxes due to
rehabilitation of a structure shall be issued a credit memorandum for the difference in
taxes computed upon the base value and the increased assessed value resulting from the
rehabilitation for a seven-year period. Additional increases in assessed value during
subsequent years of the seven-year period shall not be eligible for partial tax relief.
CI In determining the base value of a structure and whether the rehabilitation results in a
50 percent increase over such base value, the Division shall employ accepted and
customary assessment methodology.
12/2009
Application for Partial Tax Exemption of
Rehabilitated Multifamily, Commercial/Industrial,
& Hotel/Motel Real Estate
A $50.00 processing fee must accompany this application. Refer to General Information for
program guidelines.
Return to: C ounty of Henrico
Real Estate Assessment Division
P.O. Box 90775
Henrico, Virginia 23273-0775
Phone: 804.:;01.4300
Ownership and Property Address
"Owner(s) of Real Estate _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Property Address _ _ _ _ _ _ _ _ _ _ _- - -_ _ _~. _ _ _ _ _ _ _ _ _ _ _ __
GPIN Number
Property Type and Structure Age
Property Type (check one) Multifamily Commercial/lndustrial_ Hotel/Motel_ Year Built _ _ _ __
Property Description
Square Footage of Structure prior to Rehabilitation _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Square Footage of Structure after Rehabilitation _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Rehabilitation Description and Cost Estimate _ _ . . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
-_ ..... _---------------------------------
Certification
I (we) certify the information within this application is accurate to the best of my (our) knowledge/ and
that the property will be maintained in compliance with all County code provisions during the
rehabilitation.
Owner(s) Name(s) Print _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Owner(s) Signature _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Date _ _ _ _ _ __
Mailing Address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Contact Number _ _ _ _ _ __
Office Use Only
Control Number _ _ _ _ Fee Paid Date Received . _ _ _ _ _ _ _ Permit(s) Yes _ No
Base Structure Value before Rehabilitation _ _ _ _ _ _ _ _ _ _ _ Date _ _ _ _ _ _ _ __
Structure Value after Rehabilitation Date

Pr1'U!! :lh::~lI'ico Cow;ty~ DR To ! P..., 1
CoUnty of Henrico- Finance Department Real Estate Assessment Division Page lof2
Address: 4301 E. Parham Rd.

COUNTY OF HENRICO - FINANCE DEPARTMENT Henrico, VA 23273-2745
Phone: 804-501-4300
REAL ESTATE ASSESSMENT DIVISION
Fax: 804-501-5420
,
Parcel 10 Parcel Address

825-721-8368 300 N AIRPORT DR
Base Information
Zone R-5 Account # OA0178601
Subdivision ~INE MILE RD Acreage 7.500
Lot AC7.50 OWner (Cur) bAKMEADEPARTNERS
Section Address C/O ROBERTA PLANTE 300 AIRPORT PL
Block HENRICO VA
Zip 230752164
Commerical Information
Use Code 352 Apartment Year Built 1972
Net Leasable 0 Gross Area (sqft) 88832
No. of Units 100.00
Assessment Information
Year Date Land Use. Improvements Total Apr. Assessment Reason
2010 2/1/2010 $800,000 $0 $1,847,700 $2,647,700 D General Reassessment M
2009 1/27/2009 $800,000· $0 $2,056,000 $2,856,000 D General Reassessment C
2008, 1/22/2008 $800,000 $0 $1,893,700 $2,693,700 D General Reassessment C
2003 1/15/2003 $600/ 000 $0 $1 /466 /700 $2,066)00 D General Reassessment C
2002 3/29/2001 $450,000 $0 $1 / 548/300 $1 /998 /300 EOY
2001 1/11/2001 $450,000 $0 $1,548,300 $1/998~OO D General Reassessment
2000 3/22/1999 $450/000 $0 $1 /917 /200 $2 /367,200 EOY
1999 4/8/1998 $450,000 ,$0 $1,917,200 $2,367,200 EOY
1998 2/25/1998 $450 /000 $0 $1,917 /200 $2 /367,200 D General Reassessment
1997 1/1/1997 $282,000 $0 $1,382,900 $1,664,900
1996 1/1/1996 $282,000 $0 $1 /382 /900 $1,664/900
1995 1/1/1995 $282,000 $0 $1,382,900 $1,664/900
1994 1/1/1994 $282,000 $0 $1 /860,900 $2/142 /900
1993 1/1/1993 $282,000 $0 $1,860,900 $2,142,900
1992 1/1/1992 $282,000 $0 $1/860,900 $2,142 /900
Transfer History
Deed Book Page Account # Sale Price Sale Date OWner Validity of Sale
01968 02054 $1 /735/000 8/1/1985 OAKMEADE PARTNERS o
Improvements Information
Type Use Code Improvement Measurement
No Information Found
Picture and Sketches
http://wit236/assessmentJtwCreateReport.asp?user=fax&using=fax&parcelid=825%2D721%... 2/1612011
TABR
(DoCUDlentation of Operating Budget)

II Statement of Profit
and Loss
U.S. Department of Housing
and Urban Development
OMS Approval 2502-0052 (Exp. 9/30/98)
Office of Housing
Federal Housing Commissioner
Pubfrc Reporting Burden for this collection of information is estimated to average 1.0 hours per response, including the time for reviewing instructions, searching existing
data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this berden estimate
or any other aspect of this collection of informalion. including suggestions for reducing this burden, to the Reports Management Officer, Paperwork Reduction Project
(2602"()()62). Office of Information Technology, U.S. Department of Housing and Urban Development, Washington, D.C. 20410-3600. This agency may not collect this
information, and you are not required to complete this form, unless it displays a currently valid OMS control number.
00 not send this form to the above address.
Rental
Income
5100
Vacancies
5200
I
Financial
I Revenue
5400
Other
Revenue
I 5900
I
Administrative til~:;;~;:;;~.:::!..!....:t=.!!..!.=~~:!!!.-----------+-~~
Expenses
6200/6300
I Utilities
Expense
6400
I over, round up--$,49 and below, round down. ref Handbook 4370.2
See accompanying notes and accountants' report.
I 5
Forms software only Copyright © 1997 LPG Services. All Rights Reserved
Operating and ~~~:;?~~~----------------r-~~-tt------
Maintenance
Expenses
6500
Taxes
and
Insurance
6700
Financial
Expenses
6800
Elderly &
Congregate
Service
Expenses
6900
Corporate or
Mortgagor
Entity
Expenses
7100
Warning: HUD will pRlsecule false claims and statements, Convictipn may result in criminal and or civil penalties. (18 U,S.C. 1001. 1 2; 31 .
Miscellaneous or other Income and Expense Sub-account Groups, If miscellaneous or other income and/or expense subaccounts (5190.5290.5490.5990.6390.6590.6729.
6890 and 7190) exceed the Account Groupin9s by 10% or more, attach a separate schedule describing or explaining the miscellaneous income or expenses,
Part II
1. Total principal payments required under the mortgage, even if payments under a Workout Agreement are less or more
than those required under the mortgaae, $ 111,045
2, Replacement Reserve deposits required by the Regulatory Agreement or Amendments thereto, even if payments may
be temporarily suspended or waiVed, S 27,684
3, Replacement or Painting Reserve releases which are incl'-!ded as expense items on this Profit and Loss statement.
$ 22,047
4, Project Improvement Reserve Releases. under the Flexible Subsidy Program that are included as expense items on this
Profit and Loss Statement . $ I N/A
Page2of2 form HUD-92410
See accompanying notes and accountants' report.

6
Forms software only Copyright (i;) 1997 LPG Services. All Rights Reserved
OAKMEADEPARTNERS
(A Limiled Partnenhip)
f.H.A. Project No. 051-44048-LDC
STATEMENT OF PROFIT AN 0 LOSS
FOR THE YEAR ENDED DECEMBER 31, 2008
REVENUE
5120 Rent Revenue - Gross Potential $ 237,874
5121 Tenant Assistance Payments 405,302
5140 Rent Revenue Stores and commercial
5170 Parking and garage spaces
5180 flexible iiUbsidy revenue
5190 Misc. rent revenue
5191 Excess rent
5192 Rent revenudinsurance
5193 Special claims revenue
5194 Retained excess income
5100 T Total rent revenue \ 643,176
VACANCIES
5220 Apanments (27,160)
5240 Stores and commel'dal
5250 Rental concessions
5270 Garbage and parking space
5290 Miscellaneous
5200T Total vacancies (27,160)
5152 N Net rental revenue 616,016
5300 Nursing homes/assisted livinglboard care/other
FINANCIAL REVENUE
5410 Financial revenue· project opmtion 458
5430 Revenue from Investments - Residual Receipts
5440 Revenue from Investments - Replacement Reserve 181
5490 Revenue from Investments - Miscellaneous
5400 T Total financial revenue
OTHER REVENUE
5910 Laundry and vending revenue 138
5920 Tenant charges 636
5945 Interest reduction subsidy 71,133
5990 Miscellaneous 1,750
5900 T Total other revelll~e 73,657
5000 T Total revenue 690,312
ADMINISTRATIVE EXPENSES
6203 Conventions lind meetings
6204 Management consultants
6210 Advenising and mllrketing 255
6250 Other Renting expenses
6310 Office salaries
6311 Office expenses 10,506
6312 Office Of model apartment
6320 Management fee 44,400
6330 Manager salaries 82.942
6331 Administrative rent free unii
6340 legal expenses 1,793
6350 Audit expenses 8,800
6351 Bookkeeping I Accounting services
6370 Bad debts 13,148
6390 Misc. Administrative Expenses
6263 T Total Administrative Expenses 161.844
See notes to financial statements

7
O,\Kt\IEADE PARTNERS
(A Limiled Parlnership)
F.H.A. Project No. 051-44048-LDC
STATEMENT OF PROFIT AND LOSS -CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2008
UTILITIES
6420 Fuel oil
6450 Electricity 24,618
6451 Water 41,907
6452 Gas 3,715
6453 Sewer
6400 T TOlal Utilities Expense 70,240
OPERATING AND MAINTENANCE

6510 Payroll 57,550
6515 Supplies 43,639
6520 Contracts ., 84,363
6521 Operating and maintenanc~ Rent Free Unil
6525 Galbage and Trash Removal 10,358
6530 S<;curity Payroll/contract
6531 Security Rent Free Unit
6546 Heating/Cooling Repairs and Maintenance
6548 Snow Removal
6570 Vehicle and Maintenance Equipment Operation and Repairs
6590 Misc. Operating and Maintenance Expenses
6500 T Total Operating and Mainlenance Expenses 195,9\0
INSURANCE AND TAXES

6710 Real estate taxes 23,435
6711 Payroll taxes 8.130
6720 Property and liability insurance 12,568
6721 Fidelity bond insurance
6722 Workers compensation 2,912
6723 Health insurance and other employee benefits 10,686
6790 Miscellaneous taxes, licenses, pennits and insurance 340
6700 T Total Taxes and insumnce 58,071
FINANCIAL
6820 Interest on Mortgage Payable 100,785
6830 Interest on Notes Payable (Long Term)
6840 Interest on Notes Payable (Shon Tenn)
6850 Mortgage insurance premium/service charge 4,231
6890 Miscellaneous financial expenses
6800 T Total rmancial expenses 105,016
. ELDERLY CARE EXPENSES

6900 Nursing homes/assisted living/Board & care/other
6000 T Total Cost of Operations before Depreciation 591,081
5060 Profit (Loss) before depreciation 99,231

6600 Depreciation expenses 9.043
6610 Amortization expenses 69,246
5060 N Operating profil or (Loss) 20,942
ENTITY EXPENSES
71 )0 OfrlCel"'s salaries
7120 Legal expenses
7130 Federal, state and other income taxes
7140 Interest income
7141 Interest on notes payable
7142 Interest on mongage payable
7190 Other expense
7100 T Total entity expenses
3250 Net Income or (Loss) $ 20,942
See notes to financial statements

8
AFS Submission Page 1 of 11
.~.
Annual Financial Stamm ent . .

Electronic Sub ISSlon
U.S. Department or Housing and Urban Development
Public Indian Housing - Real Estate AS1l611Ment Center (PIH-REAC)
Owner: OAKMEADE PARTNERS TIN: 541323716

Reporting From: 01/0112007 Reporting To: 12/3112007
FHA/Contract Number(s): 05144048 Submission Type: AUD-2000.04
Assets
Account Description Value
1120 Cash - Operations $ 2,946
1130 TenantlMember Accounts
$ 1,815
Receivable (Coops)
1130N Net Tenant Accounts
$ 1,815
Receivable
1190 Miscellaneous Current Assets $ 8,440
Detail - Miscellaneous Current Assets
1190-005 - Type of Asset Other
1190-010 - Description
Other escrow
Miscellaneous Detail for 1190
',,'------ 1190-020 - Amount
$ 8,440
Miscellaneous Detail for 1190
Assets
1200 Prepaid Expenses $1,678
1100T TotaJ Current Assets $ 14,879
1191 TenantlPatient Deposits Held
$ 18,693
in Trust
1310 Escrow Deposits $ 7,416
1320 Replacement Reserve $ 26,845
1340 Residual Receipts Reserve $ 3,181
1300T TotaJ Deposits $ 37,442
1410 Land $ 175,900
1420 Buildings. $1,676,032
1450 Furniture for Project/Tenant
Use $ 196,351
1400T Total Fixed Assets $ 2,048,283
1495 Accumulated Depreciation $ 1,801,164
1400N Net Fixed Assets $ 247,119
1520 Deferred Financing Costs $ 69,151
1500T Total Other Assets $ 69,151
1000T Total Assets $ 387,284
Liabilities
2105 Bank Overdraft - Operations $ 15,432
2110 Accounts Payable - Operations. $ 31,938
,:~~
httn<;t·/lhllthmn<;t hnt1 crcw/m Tn ~v<;ttpm<;t/fl'l<;l<;tllh/l'I <;1 <;1l1hl fm?n1' rtv . = 71 l'

Page 2 of 11
Accrued Interest Payable $ 6,941

First Mortg~ge (or Bonds)
2170 Mortgage (or Bonds) Payable-
First Mortgage (Bonds) (Short $112,000
Term)
2122T Total Current Liabilities $ 166,311
2191 Tenant/Patient Deposits Held $ 18,520
In Trust (Contra)
2320 Mortgage (or Bonds) Payable $ 1,077,467

First Mortgage (or Bonds)
2300T Total Long Term Liabilities $ 1,077,467
2000T Total Liabilities $ 1,262,298
Equity Data - Entities other than Corporations
3130 Total Equity $- 875,014
2033T Total Liabilities and Equity $ 387,284
Rent Revenue
5120 Rent Revenue - Gross $ 201,525
Potential
5121 Tenant Assistance Payments $ 423,352
5100T Total Rent Revenue $ 624,877
Vacancies
5220 Apartments $13,193
5200T. Total Vacancies $ 13,193
5152N Net Rental Revenue (Rent
$611,684
Revenue Less Vacancies)
Financial Revenue
5410 Financial Revenue - Project
$65
Operations
5440 Revenue from Investments

$235
Replacement Reserve
5400T Total Financial Revenue $ 300
Other Revenue
5910 Laundry and Vending Revenue $448
5920 Tenant Charges $ 563
5945 Interest Reduction Payments
$71,610
Revenue
5990 Miscellaneous Revenue $ 1,255
5900T Total Other Revenue $ 73,876
5000T Total Revenue $ 685,860
Administrative Expenses
6310 Office Salaries $1,650
6311 Office Expenses $ 10,390
6320 Management Fee $ 44,400
6330 Manager or Superintendent
$ 73,996
Page 3 of 11
Salaries
Legal Expense - Project $ 10,754
Total Administrative Expenses $ 141,190
Utilities Expenses
6450 Electricity $ 24,666
6451 Water $ 33,733
6452 Gas $ 3,019
6400T Total Utilities Expense $61,418
Operating & Maintenance Expenses
6510 Payroll $ 58,550
6515 Supplies $ 56,608
6520 Contracts $ 64,628
6525 Garbage and Trash Removal $ 10,087
6500T Total Operating and $ 189,873
Maintenance Expenses
Taxes & Insurance
6710 Real Estate Taxes $ 23,435
6711 Payroll Taxes (Project's Share) $ 8,341
6720 Property & Liability Insurance $ 13,240
(Hazard)
6723 Health Insurance and Other $13,111
Employee Benefits
6790, Miscellaneous Taxes,
Licenses, Permits and $ 390
Insurance
6700T Total Taxes and Insurance $ 58,517
Financial Expenses
6820 Interest on First Mortgage (or
$ 108,014
Bonds) Payable
6850 Mortgage Insurance Premiuml
$ 5,986
Service Charge
6800T Total Financial Expenses $ 114,000
Operating Results
6000T Total Cost of Operations
$ 564,998
before Depreciation
5060T Profit (Loss) before
$ 120,862
Depreciation
6600 Depreciation Expenses $ 11,825
6610 Amortization Expense $ 3,970
5060N Operating Profit or (Loss) $ 105,067
Profit or Loss
3250 Profit or Loss (Net Income or
$ 105,067
Loss)
Part II
https://hudapps.hud. ov/HDD S stems/fassub/afssubls.cfm? ro e id=800021795& r... 10/23/2008

TABS
(Documentation of Project Budget)

Date :03.03.11
Oakm~ade Apartments Estimate of Costs
100 Units Renovation Project
Item , Quantity l nit ( nit ( ost Tot.11 (o:-.t (omments/Locations
Concrete walkwa $ 7000.00 1,600 SF of concrete repair/replacement

ADA $ 15,000.00 Allowance, Install 10 Curb Cuts
Patio $ 9,600.00 2-Patios! 20 patio repairs
S 840.00 24 $35.00
$ 1,400.00 100 X $14..00
Parking Lot 60,000 ea $ 0.14 $ 8,400.00 Seal and StriEe w/crack fill
Curbing I ea $ 5,000.00 $ 5,000.00 Replace Curb and Gutter, approx.200 lin ft, I
Parking Lot I ea $ 70.000.00 $ 70,000.00 Grind Drive Lanes and 2" Overlay Over Entire Parking Lot I
Grind Trip Hazards I ea $ 2,000.00 $ 2,000.00 Allowance
New masonry enclosures with concrete pad and e"'tension, with
1 I
;Trash Enclosures 6 ea $ 10,000,00 $ 60,000.00 !spring-Ioaded ~te ..
,Fence and gate in leasing parking lot 100 ft $ 60.00 I $ 16,000.00 IAt shared parking lot with adj~cent Eroperty
[Fencing along Ad,Etcent Property 1,000 ea $ 25.00 I $ 25,000.00 llOOO Lin ft ofS'-O" ChainLink fence, Yinyl Coated,
,Grand Monument I ea $ 6000,00 I $ 6 000.00 !t-:ew En!t)' Si!!!!, Brick Base
I
I?"mo Playground and replace, install Benches, signage, use
;StructurelPlayground (I) I ea $ 34.000,00 I $ 34.000,00 Wood fiill S u r f a c e _
IAncillary Signs I ea $ 3,500.001 $ 3,500.00 IAccessibilitv, Office, Etc.
'Grading I I ea $ 35,000,00 $ 35,000.00 IAllowance I

1Landscape Drains I ea S 2,000,00 $ 2,000.00 IClean I
;Parking Lot Sewer Screens 1 ea $ 2,000.00 $ 2,000.00 IAllowance
ITree Removal I ea $ 10,000.00 $ 10,000,00 'Removal and Grind Roots
IBuilding Plantings
IType One Prune
I
I
ea
ea
$
$
25,000,00
20 000,00
$
$
25,000.00
20,000.00
IShrubs/tree Allowance
IGeneral PruningofTrees
II
r:B~n,-,·c7k,-"&:::..S",t::on,,,e,:,M=as::::o=_ _ _ _ _ _ _ _ _+-=':-:-:---4r-~~-+-=-_-""~'7'+$:-_----,:-:=-3,,,,00,,,0"".::;00:-+Repoint Brick as Necessary

Brick installation $ 144,000.00 Bricksiding for ADA and 2BR additi;;:;ous=-_ _ _ _ _ _--I
Brick & Stone Maso $ S,450.00 Power wash All Buildin
Vinvl, aluminum or steel raHin 3,200.00 Add (8)@Ext.Wa::::iks"--_ _ _ _ _ _ _ _ _ _ _ _-'
~~~~~------------------r_~~+~=-_+~~~~~~----17~5£,0~OO~.=OO~~~~~~~~~~__~_~________~
10,000.00 s.
15,000.00
! I Tear Off existing, replace with 30·year dimensional
Pitched roofs
r!Y-";"d Repair
I
1
250 ea
I
$ 185,000.00; $
$ 45.00 $
I
composition shingles, Anti fungal
include new flashing, ridge vents, vents and new ridge caps.
185,000.00 Venting to comply with International Building Code
11,250,00 Allowance
3
f';A;:.tt",ic"-i,,,n::;sul;:a=Il,-,·o:::n,~_ _ _ _ _ _ _ _ _ _-+_-,I'----4_--::!ea~-+-=$~_-,3?0""0""0::,:O""0~0+$:-_ _c:3",0,,,,000~'700::-l'I,,:,-nc,,,r;;:;eas:;:::e:B:::::lo,-,wn~lc:ns,,,u::la:::t!~·onfromR·19toR-38 ..
1
I
Gutt~s&Do~wn~~sp?~m~s~_ _~ _______+_~I_-+_~ea~-+-,$:--=2",5'.::;0070~,O;0~-=$_ _~2~5""0",,0::,:0~.0.::;0~N::ew~G::u:::tters~-,,an::d,,-D~ow~n::s~POtm~s_________________

--I
t.::S""pl.l:::as::::h:..:B""loc=k=-s_ _ _ _ _ _ _ _ _ _ _ _.L-~I _-'---"ea"--l..-"$'--"3C!.::,5"'0"'O."'00"-l.-"$~_ _.::..3,"'5=OO"".0:0"_"Al""'lo:.:.w:.::an"'ce=_=_~_ _ _ _ _ _ _ _ _ _ _ _ _ _- - l
Door hardware 200 ea $ 62.50 I $ 12,500,00 INew hardware (200 entry and deadbolt combo)
Rear door replacement-back side ofpraperty 50 ea $ 850.00 I $ 42,500,00 ;Metal frame steel doors with peephole
~dr:l::RoomDoor I ea $ 1,500.00 I $ 1,500.00 IReElace Laundry Room Door
Untt entry doors with frame 50 ea $ 780.00 ; $ 39,000.00. New Doors W I Frame (a) $780.,00 xinG
Screens
Windows New 205,000.00
Tennite R air $ 12,500.00
8triliC~~______________________+-~~-+ __~__~__~~~~$_____~30~,~OO~O~.0~O~~~~~ ~~~~~__~__________~
Mailboxes $ 5,000.00
.2BR townhouse additions 47 ea $ 22,500.00 $ 1,057,500.00 Approximate 16' x 10' additions

Leasing Office remodel 1 $ 60,000.00 $ 60,000.00 Furnishin~sand eguiEmentlADA
Security camera system 1 $ 35,000.00 S 35,000.00 New Security Camera system with 10 Locations
Maint room fixtures, equipment 1 ea $ 5,000.00 $ 5000.00
~unity Room addition LOOO sf $ 170.00 $ 170.000.00 Addition
ADA and adjacent unit conversion 10 ea $ 65,000.00 $ 650,000.00
S 5,000.00
$ 24,O.~OO:.::.O:c;O:..J.:::==~====~~""'c..::::=;L."===::"""'__....J
General Conditions 6,00 % I $ 324,256.00
Overhead 2.00 % l $ 108,085,00
Profit 6,00 ~4 i $ 324,256,00
TABW
(Original Attorney's Opinion)

NIXON PEABODYLLP
ATTORNEYS AT lAW
Suite 900
401 9th Street, N.W.
Washington, D.C. 20004-2128
(202) 585-8000
Fax: (202) 585-8080
March 8, 20 II

60 I South Belvidere Street
Re: 2011 Tax Credit Reservation Request

Name ofDevelopment: Oa'kmeade Apartments, Richmond, VA
Name ofOwner: Oa'kmeade Associates, LP.
Ladies and Gentlemen:
The undersigned firm represents the above-referenced Owner as its tax counsel. We have
received a copy of and have reviewed the completed application package dated March 7, 2011 (of which
this opinion is a part) (the "Application"), submitted to you for the purpose of requesting, in cOIlllection
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"). We have also
reviewed Section 42 ofthe Code, the regulations issued pursuant thereto and such other binding authority
as we believe to be applicable to the issuance hereof (the regulations and binding authority hereinafter
collectively referred to as the "Regulations").
Based upon the foregoing reviews and upon due investigation of such matters as we deem
necessary in order to render this opinion, but without expressing any opinion as to either the
reasonableness of the estimated or projected figures or the veracity or accuracy of the factual
representations set forth in the Application, the undersigned is of the opinion that:
1. It is more likely than not that the inclusion in eligible basis of the Development of such
cost items or portions thereof, as set forth in Parts VIII and IX of the Application form, complies with all
applicable requirements of the Code and Regulations.
2. The calculations (a) of the Maximum Allowable Credit available under the Code with
respect to the Development in Part VIII of the Application form and (b) of the Estimated Qualified Basis
of each building in the Development in Part IX of the Application form comply with all applicable
requirements of the Code and regulations, including the selection of credit type implicit in such
calculations.
13378891.2 033993/000001
WWW.NIXONPEABODY.COM
March 8, 2011
Page 2
3. The appropriate type(s) of allocation(s) have been requested m Subpart I-D of the
Application form.
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 II-A of the Application, for a period of not less than four (4) months beyond the application
deadline.
6. It is more likely than not that the representations made under Subpart I-F of the
Application form as to the Development's compliance with or exception to the Code's minimum
expenditure requirements for rehabilitation projects are correct.
7. After reasonable investigation, the undersigned has no reason to believe that the
representations made under Subpart I-E of the Application form as to the Development's compliance with
or eligibility for exception to the ten-year "look-back rule" requirement of Code §42(d)(2)(B) are not
correct.
Finally, the undersigned is of the opinion that, if all information and representations contained in
the Application and all current law were to remain unchanged, upon the placement in service of each
building of the Development not later than the close of the second calendar year following the calendar
year in which the allocation is made, the Owner would be eligible under the applicable provisions of the
Code and the Regulations to an allocation of Credits in the amount( 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, it may not be relied upon for the purpose of avoiding U.S. Federal tax
penalties or to support the promotion or marketing of the transaction or matters addressed herein.
Very truly yours,
13378891.2 033993/000001
NIXON PEABODY LLP

Attorney's Opinion Letter
Suite 900
401 9th Street. N W
Washington DC 20004-2128
(202) 585-8000
Fax: (202] 58 ')-8080
(This Form Must Be IRclude6--With Application TAB W)
(This Opinion Must Be Submitted Under Law Firm's Letterhead AH)" ehaHges to the farm of opiHien
~thQn-fil.l.iflg-iB--hla-n-ks--M-·m:a-kHtg-tlKHIppF6pflete-seleetioHs iH bFaeketed language must be
accompanied by a black lined version-ifHi.icating all additional changes to the opision. Altered opinioHs
are subject to acceptaace-by-tbe Authority and should be approo,'cd prior to the application dendUHc)
March 8 2011
~ Virginia Housing Development Authority

60 I South" Belvidere Street
~ef!d,RichmQnd, Virginia 23220-6500
Re...&:,: 2011 Tax Credit Reservation Request
Name of Development:
Name of Ovmer:
Name qfDevelonment: Qakmeade 4partl11ents Richmond VA

Name «fOwner: DJ:tkmeade Associqtes L.P
Ladies and Gentlemen:
-:f1"tis,I,W; undersigned firm represents the above-~eferenced Owner as its ~counseL #-fl.as~
~ received a copy of
and has reviewed the completed applioation package dated (ofv.hieh this opinion is a part)
and baye reviewed the completed application package dated March 8. 2011 (ofwbicb this opinion is a part)
(the "Application")" submitted to you for the purpose of requesting, in connection with the captioned
Development, a reservation of low income housing tax credits ("Credits") available under Section 42 of the
Intemal Revenue Code of 1986, as amended (the "Coden). It-hasWe have also reviewed Section 42 of the
Code, the regulations issued pursuant thereto and such other binding authority as it believeswe belieye to be
applicable to the issuance hereof (the regulations and binding authority hereinafter collectively referred to
as the ::':Regu1ations").
Based upon the foregoing reviews and upon due investigation of such matters as if.
6eeHtswe deem necessary in order to render this opinion, but without expressing any opinion as to either
13378891 ?
l3378S@7A
Virginia Housing Deve!opment Authority
March 8. 2011
~2-
the reasonableness of the estimated or projected figures or the veracity or accuracy of the factual
representations set forth in the Application, the undersigned is of the opinion that:
1. It is more likely than not that the inclusion in eligible basis of the Development
of such cost items or portions thereof, as set forth in Parts VIII and IX of the Application form, complies
with all applicable requirements of the Code and Regulations.
2. The calculations (a) of the Maximum Allowable Credit available under the Code
with respect to the Development in Part VIII of the Application form and (b) of the Estimated Qualified
Basis of each building in the Development in Part IX of tile Application form comply with all applicable
requirements of the Code and regulations, including the selection of credit type implicit in such
calculations.
W788912 033923/000091
1-3l>7SB07,1
dll AG08V3d NOXIN

March &. 2011
~3
3. The appropriate type(s) of allocation(s) have been requested in Subpart I-D of

the Application form.
4. The information set forth in Subpart VII-C of the Application form as to

proposed rents satisfies all applicable requirements of the Code and Regulations.
5. The site of the captioned Development is controlled by the Owner, as identified

in SUbpart II-A of the Application, for a period of not less than four (4) months beyond the application
deadline.---fH)j· tax exempt bond l\pplieations only;-#te--laHgH~~· the four month period fs.-..Be.t..
FequireEl.j·
6, [Delete if inapplicablej The type oHfte.-flonprotit l)f'6anization invo!ved-i+H:fl.e...Deve!opment is an

t-wgani~atjoo...deseR~iH"··<;::ooe-Se€t-it'tI'i--§(ll~3+-er··-5·0lf€-)(4}-aHd-e<eInt*~a:'(-atietH;lntlef
bOOe-..Seet:iol1 50 1(a);...wl1SSe-~·j.H€Ii*.l€-t1+e-*)5t-e~)W-Hl:€olne housing.
+. [Delete 4f-ffiaw-~kmble] The Aonpffifi.t.. .el'gat~Ofl:s' ovmersl~tp-ffi:terest in the development is all

the genel·a}-paft-Hef5-!ti.r-·ffitel'ests······o.f--#te--ewHeJ'sffl~~y--of.····the--eev~lnent--as---EIes€fi.OOd-..ffi..
Subport II D of..!h€--AflfH-i€~~
&- fgelete-if inappli(..~LIt is more likely than not that the representations made
under Subpart I-F of the Application form as to the Development!:s compliance with or exception to the
Code!:s minimum expenditure requirements for rehabilitation projects are correct.
~- f!)etetc if inapptfea~LAfter reasonable investigation, the undersigned has no reason to

believe that the representations made under Subpart J-E of the Application fonn as to the Development's
compliance with or eligibility for exception to the ten-year "look-back rule" requirement of Code
§42(d)(2)(B) are not correct. .
Finally, the undersigned is of the opinion that, if all information and representations contained in
the Application and all current law were to remain unchanged, upon eet\'lt~···by the Owner with the
requirements -of Code Se(4ion 42(h)(1 )(E)the placement in service of each building of the Deyelopment not
later than the close Qf tbe second calendar year following the calendar year in which the allocation is
~, the Owner would be eligible under the applicable provisions of the Code and the Regulations to an
allocation of Credits in the amount(s) requested in the Application.
This opinion is rendered solely for the purpose of inducing the Virginia Housing
Development Authority (.!:'.:VHDN!:) 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, it may not be relied upon for the purpose of avoiding U.S. Federal tax
penalties or to support the promotion or marketing of the transaction or matters addressed herein.
13378891 2 03:;9931000901
·l~{"S~(}7.,·l
March 8. 20ll
~4-
Firm Name
very truly yours.
Nixon Peabody LI ,P
13178891 , Q3399VOOOOOI
1-337'&9077t
dll AOOSV3d NOXI N
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Document 1 10 PowerDocs:IIFI RM DM/13378907/1

FIRM DM-#13378907-v1
Description
IVHDA 2011 Attorney Opinion Letter Form
Document 2 10 PowerDocs:IIFIRM DM/13378891/2
FIRM DM-#13378891-v2-0AKMEADE -
Description VHDA Tax Opinion _(2011) -
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TABY
(Marketing Plan for units meeting accessibility

requirements of Hun section 504)
OAKMEADEAPARTMENTS
MARKETING PLAN FORUNITS MEETING ACCESSIBILITY REQUIREMENTS
OF HUD SECTION 504
To carry out the goals set forth under this Plan, it is necessary to attract qualified
residents from varied social and economic levels for these specially adapted
units. Attraction of prospective residents will be accomplished by using a wide
variety of advertising techniques, which may include broadcasting media,
newspaper advertisements (Richmond Times Dispatch), brochures, signs, model
apartments, open houses, etc. All marketing attempts will include the
appropriate Equal Housing logo, slogan, or statement. Any qualified individual
will have the opportunity to apply for an apartment. Applications will be accepted
and processed in a reasonable, prompt, and courteous manner, without regard to
race, color, religion, national origin, sex, elderliness, familial status, or handicap.
Special marketing to a number of local agencies should help to attract the

qualified applicants necessary for the handicapped-adapted units available after
rehabilitation of the property.
Agencies to be contacted by personal visit, delivery of brochure and applications

and/or through mailing:
Director of National Accessible Apartment Clearinghouse

201 N. Union Street, Suite 200
Alexandria, VA 22314
703-518-6142
Director of Capital Area Agency on Aging

Community Resources-Ages 60+
24 E. Cary Street
Richmond, VA 23220
804-343-3044
Director of Richmond Redevelopment and Housing Authority

901 Chamberlayne Parkway
Richmond, VA 23220
804-780-4200 .
Director of Department of Social Services

City of Richmond
900 E. Marshall Street
Richmond, VA 23219
804-646-7000
Richmond Times Dispatch

Advertising Department
300 E. Franklin Street
Richmond, VA 23219
804-643-4414
Director of Easter Seal Society of Virginia

9291 Laurel Grove
Mechanicsville, VA 23116
804-746-1007
Director of Goodwillindusfries
6301 Midlothian Turnpike
Richmond, VA 23225
804-745-6300
Director of Sheltering Arms

8254 Atlee Road
Mechanicsville, VA 23116
804-764-7054
Director of The Salvation Army

2 West Grace Street
Richmond, VA 23220
804-225-7470
Director of American Red Cross

420 East Cary Street
P. O. Box 655
Richmond, VA 23219
804-780-2250
Director of Senior Discount Program

24 East Cary Street
Richmond, VA 23219
804-343-3000
Director ofAdult Care Services

8030 Staples Mill Road
Richmond, VA 23228
804-261-0205
2
Director of Circle Center Adult Day Services
3900 W. Broad Street, BuiJding #20
Richmond, VA 23230
804-355-5717
Director of Richmond Community Senior Center

1 Brenton Street
Richmond, VA 23222
804-329-7272
Director of Information Referral Center of United Way of Greater Richmond

P. O. Box 12209
Richmond, VA 23241
804-275-2000
Director of Community Services Board

10299 Woodman Road
Glen Allen, VA 23060
804-261-8500
Director of Virginia Department of Rehabilitative Services

2930 West Broad Street
Richmond, VA 23230
804-662-7000

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2011 Federal Low Income Housing

Tax Credit Program

Application For Reservation

Deadline for Submission

Tax Exempt Bonds

Virginia Housing Development Authority

Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

v1.1.2011 Submission Checklist

VHDA TRACKING NUMBER 2011-C-16

A. Development Name and Location:

14. Congressional District 3 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf

15. Location Map Attached (TAB A)

2. Credits requested from:

Tax Exempt Bonds

This development will receive federal subsidies for:

D Type(s) of Allocation/Allocation Year

E. Acquisition Credit Information

Ten-Year Rule For Acquisition Credits

F. Rehabilitation Credit Information

Minimum Expenditure Requirements

G. Request For Exception

II. OWNERSHIP INFORMATION

Must be an individual or legally formed entity

Principals' Previous Participation Certification attached (Mandatory TAB D) & resumé.

Is there an identity of interest between the seller and owner/applicant? Yes No

C. Development Team Information:

1. Tax Attorney: Stephen Wallace Related Entity? Yes No

2. Tax Accountant: Cherie James Related Entity? Yes No

3. Consultant: Related Entity? Yes No

4. Management Entity (Contact): Charles Nimmo Related Entity? Yes No

5. Contractor (Contact): Thomas Dawson Related Entity? Yes No

6. Architect: Lawrence Kliewer Related Entity? Yes No

7. Real Estate Attorney: Patrice Harris Talbott Related Entity? Yes No

8. Mortgage Banker: Related Entity? Yes No

9. Other (Contact): Related Entity? Yes No

1. Nonprofit Involvement (All Applicants)

4. Identity of Nonprofit (All nonprofit applicants)

(Contact Person) (Street Address)

(City) (State) (Zip code)

5. Percentage of Nonprofit Ownership (All nonprofit applicants)

III. DEVELOPMENT INFORMATION

A. Structure and Units:

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

Row House/Townhouse Detached Single-family

5. Unheated Floor Area (Breezeways, Balconies, Storage) 0.00 (Sq. ft.)

8. Number of Buildings (containing rental units) 12

9. Commercial Area Intended Use:

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

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

11. a. Total Net Rental Square Feet 91,895.23

Exterior Finish: Combination of brick and painted wood siding

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

For any project, upon completion of construction/rehabilitation: (Optional Point items)

Expected Total Electrical Load (kilowatt hours per month): 0

a. All cooking ranges will have front controls

The structure is listed individually in the National Register of Historic Places or is

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

Earthcraft or LEED Development Certification

Universal Design - Units Meeting Universal Design Standards

VHDA Certified Property Management Agent

IV. TENANT INFORMATION

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

Units Provided Per Household Type: