The Reserves at Maplewood

2013 HTC Full Application

Part 1 Tab 1

Application Certification

TEXAS DEPARTMENT OF HOUSING & COMMUNITY AFFAIRS Buildtn!.7 1--l o rnes._ Stron (Jfi10 t1i ng Conllnunitlc~ .

2013 Multifamil\' Housing Application Certification Mailing Address: P.O. Box 13941, Austin, TX 78711-3941 Physical Address: 221 East 11th Street, Austin, TX 78701

Development Name: ______r _he_R_e_•e_"'_e_s_~_l _M_•:..PI_~ ,_v_oo_d______

The undersigned hereby makes an Application to Texas Department of Housing and Community Affairs. The Applicant affirms that they have read and understand the Uniform Multifamtly Rules (Title 10, Texas Administrative Code, Chapter 10) and Qualified Allocation Plan (Title 10, Texas Administrative Code, Chapter 11). Specifically, the undersigned understands the requirements under 10 TAC §10.101 of the Uniform Multifamily Rules. Site and Development Requirements and Restrictions, as w ell as Internal Revenue Code Section 42. By signing this document, Applicant is affirming that all statements and representations made in this certification and application, including all supporting materials, are true and correct under penalty of law, including Chapter 37 of the Texas Penal Code titled Perjury and Other Fa l sific<~tion and subject to criminal penalties iiS defined by the State of Texas.

The undersiened further certifies that he/she has the authority to execute this certification.

By:

Brett Johnson Printed Name Member of Manasing M ember T..il}e Feb Zo I {,.0/J Date State ~ j1.....S...S County of _::Jl:Jn:..;;.;..:...:.;;;A-=-----

Sworn to and subscribed before me on the by Brett Johnson

(Personalized Seal) Notary Public Slgnatu'W k6'<~'a St $' Notary Public, State of ]Oha Soo .4L Matthew Gillam· County of NOTARY PUBLIC-I'J~TE OF KANSAS t/12/ltJ/3 Mykmisslon Expires: MY APPT' EXP: '/ {., h 2q l Dt ] Date 2013 HTC Full Application

Part 1 Tab 2

Certification of Development Owner Certification of Development Owner

yes The Certification of Development Owner is included behind this tab.

**The form should be executed, notarized, and included in the full application document.**

The form for the certification will be posted to the Department's website at http://www.tdhca.state.tx.us/multifamily/applications.htm. Development Owner Certification

Development Owner Certification

All defined terms used in this certification and not specifically defined herein have the meanings ascribed to them in Chapter 2306 of the Texas Government Code, §42 of the Internal Revenue Code, and §10.3 of the Uniform Multifamily Rules.

The undersigned, in each and all of the following capacities in which it may serve or exist - Applicant, Development Owner, Developer, Guarantor of any obligation of the Applicant, and/or Principal of the Applicant and hereafter referred to as "Applicant" or "Development Owner," whether serving in one or more such capacities, is hereby submitting its Application to the Department for consideration of Department funding.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Department and to the State of Texas that:

The Development will adhere to the Texas Property Code relating to security devices and other applicable requirements for residential tenancies, and will adhere to local building codes or, if no local building codes are in place, then to the most recent version of the International Building Code.

This Application and all materials submitted to the Department constitute records of the Department subject to Chapter 552, Texas Government Code, and the Texas Public Information Act.

The Application is in compliance with all requirements related to the eligibility of an Applicant, Application and Development as further defined in §§10.101 and 10.202 of the Uniform Multifamily Rules. Any Issues of non-compliance have been disclosed in the Waivers, Pre clearance, Determinations, and Disclosure (WPDD) Packet.

All representations, undertakings and commitments made by Applicant in the Application process for a Development expressly constitute conditions to any Commitment, Determination Notice, Carryover Allocation, or Direct Loan Commitment for such Development which the Department may issue or award, and the violation of any such condition shall be sufficient cause for the cancellation and rescission of such Commitment, Determination Notice, Carryover Allocation, or Direct loan Commitment by the Department. If any such representations, undertakings and commitments concern or relate to the ongoing features or operation of the Development, they shall each and all shall be enforceable even if not reflected in the Land Use Restriction Agreement. All such representations, undertakings and commitments are also enforceable by the Department and the tenants of the Development, Including enforcement by

PagelofS Development Owner Certification administrative penalties for failure to perform, in accordance with the land Use Restriction Agreement.

The Development Owner is and will remain in compliance with state and federal laws, including but not limited to, fair housing laws, Including Chapter 301, Property Code, Title VIII of the CivU Rights Act of 1968 (42 U.S.C. §§3601 et seq.), the Fair Housing Amendments Act of 1988 (42 u.s.c. §§3601 et seq.), the Civil Rights Act of 1964 (42 U.S.C. §§2000a et seq.), the Americans with Disabilities Act of 1990 (42 U.S.C. §§12101 et seq.), the Rehabilitation Act of 1973 (29 u.s.c. §§701 et seq.), Fair Housing Accessibility, and the Texas Fair Housing Act; and the Development design is consistent with the Fair Housing Act Design Manual produced by HUD, the Code Requirements for Housing Accessibility 2000 (or as amended from time to time) produced by the International Code Council and the Texas Accessibility Standards. (§2306.257; §2306.6705(7))

The Development Owner has read and understands the Department's fair housing educational materials posted on the Department's website as of the beginning of the Application Acceptance Period.

The Development shall comply with the accessibility standards that are required under §504, Rehabilitation Act of 1973 (29 U.S.C. §794), and specified under 24 C.F.R. Part 8, Subpart C.

For New Construction (excluding New Construction of non-residential buildings) Developments where some Units are two-stories or single family design and are normally exempt from Fair Housing accessibility requirements, a minimum of 20% of each Unit type (i.e., one bedroom, two bedroom, three bedroom) must provide an accessible entry level and all common-use facilities In compliance with the Fair Housing Guidelines, and include a minimum of one bedroom and one bathroom or powder room at the entry level.

The Development Owner will establish a reserve account consistent with §2306.186 of the Texas Government Code and as further described in §10.404 of the Uniform Multifamily Rules, relating to Reserve for Replacement Requirements.

The Development will operate In accordance with the requirements pertaining to rental assistance in Chapter 10, Subchapter F.

The Development Owner will contract with a Management Company throughout the Compliance Period that will perform criminal background checks on all adult tenants, head and co-head of households.

The Development Owner agrees to Implement a plan to use Historically Underutilized Businesses (HUB) in the development process consistent with the Historically Underutilized

Page2of5 Development Owner Certification

Business Guidelines for contracting with the State of Texas. The Development Owner will be required to submit a report of the success of the plan as part of the cost certification documentation, in order to receive IRS Forms 8609 or, if the Development does not have Housing Tax Credits, release of retainage.

The Applicant will attempt to ensure that at least 30% of the construction and management businesses with which the Applicant contracts in connection with the Development are Minority Owned Businesses as further described In §2306.6734 of the Texas Government Code.

The Development Owner will affirmatively market to veterans through direct marketing or contracts with veteran's organizations. The Development Owner will be required to identify how they will affirmatively market to veterans and report to the Department in the annual housing report on the results of the marketing efforts to veterans. Exceptions to this requirement must be approved by the Department.

The Applicant has disclosed, in the Application, any Principal or any entity or Person in the Development ownership structure who was or is involved as a Principal in any other affordable housing transaction and who has, voluntarily or involuntarily, terminated within the past 10 years or plans to or is negotiating to terminate their relationship with any other affordable housing development. The disclosure identified the person or persons and development involved, the identity of each other development and contact information for the other Principals of each such development, a narrative description of the facts and circumstances of the termination or proposed termination, and any appropriate supporting documents. The Applicant has read and understands §10.202(1)(L) of the Uniform Multifamily Rules related to such disclosure.

The Applicant certifies that, for any Development proposing New Construction or Reconstruction and located within the one-hundred (100) year floodplain as identified by the Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps, the Development Site will be developed so that all finished ground floor elevations are at least one foot above the floodplain and parking and drive areas are no lower than six inches below the floodplain, subject to more stringent local requirements. Applicant further certifies that, for any Development proposing Rehabilitation (excluding Reconstruction) that is not a HUD orTRDO USDA assisted property, the Development Site is not located in the one-hundred year floodplain unless the existing structures already meet the requirements for New Construction or Reconstruction or unless the Unit of General Local Government has undertaken and can substantiate sufficient mitigation efforts.

Page3ofS Development Owner Certification

The Development site will be located within a one mile radius (two·mile radius for Developments located in a Rural Area) of at least six (6) services as described further in §10.101(a)(2) of the Uniform Multifamily Rules.

The Development is not located in an area with undesirable site features as further described in §10.101(a)(3) of the Uniform Multifamily Rules. If such an undesirable site feature is present a waiver request was submitted to the Department pursuant to §10.207 of the Uniform Multifamily Rules.

The Development is not located in an area with undesirable area features as further described in §10.101(a)(4) of the Uniform Multifamily Rules. If such an undesirable area feature is present a request for pr~clearance was submitted to the Department pursuant to §10.207 of the Uniform Multifamily Rules.

The Development shall have all of the mandatory Development amenities required in §10.101(b)(4) of the Uniform Multifamily Rules at no charge to the tenants.

The Development will satisfy the minimum point threshold for common amenities as further described in §10.101(b)(S)(A) of the Uniform Multifamily Rules.

The Development will meet the minimum size of Units as further described §10.101(b)(6)(A) of the Uniform Multifamily Rules.

The Development (excluding competitive Housing Tax Credit Applications) will include enough amenities to meet the required minimum number of points as further described in §10.101(b)(6)(B) of the Uniform Multifamily Rules.

The Development (excluding competitive Housing Tax Credit Applications) will include enough supportive services, at no charge to the tenants, to meet the required minimum number of points as further described in §10.101(b)(7) of the Uniform Multifamily Rules.

The Development Owner will comply with any and all notices required by the Department.

None of the criteria in subparagraphs (A)-(M) of §10.202(1) of the Uniform Multifamily Rules, related to ineligible Applicants, applies to any member of the Development team.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of Applicant, and In all other related capadties described above, as applicable, expressly represents, warrants, and certifies that all information contained in this certification and in the Application, Including any and all supplements, additions, clarifications, or other materials or information submitted to the Department in connection therewith as required or deemed necessary by the materials governing the Housing Tax Credit Program are true and correct and

Page4of5 Development Owner Certification the Applicant has undergone sufficient investigation to affirm the validity of the statements made. Further, the Applicant hereby expressly represents, warrants, and certifies that the Individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2003 & Supp. 2007) and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application

Printed Name

Title Feb 2~ ?o( } Date

THE STATE Of mEAS' H~S § § COUNTY OF J2L c SD n . §

I, the undersigned, a Notary Public In and for said County and State, do hereby certify that name is signed to the foregoing statement, and who is known to be one In the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this '/tflday of &br ~.At:t/"7 , 2o;3 / (Seal)

4 Matthew Gillam NOTARY PUBLIC-STATE OF KANSAS Notary Public Signature MYAPPT EXP: Page 5 of 5 2013 HTC Full Application

Part 1 Tab 3

Certification of Principal

yes The Certification of Principal is included behind this tab.

**The form should be executed, notarized, and included in the full application document.**

The form for the certification will be posted to the Department's website at http://www.tdhca.state.tx.us/multifamily/applications.htm. Certification of Principal

Certification of Principal

The undersigned, in each and all of the following capacities in which it may serve or exist - Applicant, Development OWner, Developer, Guarantor of any obligation of the Applicant, and/or Principal of the Applicant and hereafter referred to as "Applicant," whether serving in one or more such capacities, is hereby submitting its Application to the Department for consideration of an allocation of Housing Tax Credits.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Department and to the State of Texas that:

This Application and all materials submitted to the Department constitute records of the Department subject to Chapter 552, Texas Government Code, the Texas Public Information Act.

All representations, undertakings and commitments made by Applicant in the Application process for a Development, whether with respect to Threshold Criteria, selection criteria or otherwise, expressly constitute conditions to· any Commitment, Determination Notice, carryover Allocation, or Direct Loan Commitment for such Development which the Department may issue or award, and the violation of any such condition shall be sufficient cause for the cancellation and rescission of such Commitment, Determination Notice, carryover Allocation, or Direct Loan Commitment by the Department. If any such representations, undertakings and commitments concern or relate to the ongoing features or operation of the Development, they shall each and all shall be enforceable even if not reflected in the Land Use Restriction Agreement. All such representations, undertakings and commitments are also enforceable by the Department and the tenants of the Development, Including enforcement by administrative penalties for failure to perform, in accordance with the Land Use Restriction Agreement.

Applicant or any other member of the Development Team has not been or is not barred, suspended, or terminated from procurement in a state or Federal program or listed in the List of Parties Excluded from Federal Procurement or Non-Procurement Programs.

Applicant or any other member of the Development Team has not been convicted of a state or federal felony crime Involving fraud, bribery, theft, misrepresentation of material fact, misappropriation of funds, or other similar criminal offenses within fifteen (15) years preceding the Application submission.

Page lofS Certification of Principal

Applicant or any other member of the Development Team is not, at the time of Application, subject to an enforcement or disciplinary action under state or federal securities law or by the NASD; is not subject to a federal tax lien; or is not the subject of a proceeding in which a Governmental Entity has issued an order to impose penalties, suspend funding, or take adverse action based on an allegation of financial misconduct or uncured violation of material laws, rules, or other legal requirements governing activities considered relevant by the Governmental Entity.

Applicant or any other member of the Development Team has not breached a contract with a public agency and failed to cure that breach.

Applicant or any other member of the Development Team has not misrepresented to a subcontractor the extent to which the Developer has benefited from contracts or financial assistance that has been awarded by a public agency, including the scope of the Developer's participation in contracts with the agency and the amount of financial assistance awarded to the Developer by the agency.

Applicant or any other member of the Development Team has not been Identified by the Department as being in Material Noncompliance and has not repeatedly violated the LURA or if such material Noncompliance or repeated violation is identified during the Application review or the program rules In effect for such property as further described in Subchapter F of the Uniform Multifamily Rules (relating to Compliance Administration), it does not remain unresolved.

Applicant or any other member of the Development Team is not delinquent in any loan, fee, or escrow payments to the Department in accordance with the terms of the loan, as amended, or is otherwise not in default with any provisions of such loans.

Applicant or any other member of the Development Team has not failed to cure any past due fees owed to the Department at least ten (10) days prior to the Board meeting at which the decision for an award is to be made.

Applicant or any other member of the Development Team is not In violation of a state revolving door or other standard of conduct or conflict of interest statute, including §2306.6733 of the Texas Government Code, or a provision of Chapter 572 of the Texas Government Code, in making, advancing, or supporting the Application.

Applicant or any other member of the Development Team does not have previous Contracts or Commitments that have been partially or fully de-obligated during the twelve (12} months prior to the submission of the Application and through the date of final allocation due to a failure to

Page2ofS Certification of Principal meet contractual obligations, and said person is not on notice that such de-obligation results in Ineligibility under these rules.

Applicant or any other member of the Development Team has not provided fraudulent information, knowingly falsified documentation, or other intentional or negligent material misrepresentation or omission in an Application or Commitment as part of a challenge to another application, or any other information provided to the Department for any reason. Such conduct is also a violation of these rules and will subject the Applicant to the assessment of administrative penalties under Chapter 2306 of the Texas Government Code and Chapter 10 of the Uniform Multifamily Rules.

The Applicant or any other member of the Development Team has not and will not work to create opposition to any Application, excluding any challenges filed pursuant to §11.10 of the Uniform Multifamily Rules (relating to Challenges of Competitive HTC Applications}, and has not formed a Neighborhood Organization (excluding any allowable technical assistance), has not given money or a gift to cause a Neighborhood Organization to take its position as it relates to §11.9(d)(1) of the Housing Tax Credit Qualified Allocation Plan.

The Applicant will not violate §2306.1113 of the Texas Government Code relating to Ex Parte Communication and further explained in §10.202(2)(A) of the Uniform Multifamily Rules.

For any Development utilizing Housing Tax Credit or Tax-Exempt Bonds, at all times during the two-year period preceding the date the Application Round begins (or for Tax-Exempt Bond Developments any time during the two-year period preceding the date the Application is submitted to the Department), the Applicant or a Related Party Is not or has not been a member of the Board or employed by the Department as the Executive Director, Chief of Staff, General Counsel, a Deputy Executive Director, the Director of Multifamily Finance, the Chief of Compliance, the Director of Real Estate Analysis, a manager over the program for which an Application has been submitted, or any person exercising such responsibilities regardless of job title; or In violation of §2306.6733 of the Texas Government Code.

For any Development utilizing Housing Tax Credits, the Applicant will not propose to replace in less than fifteen (15) years any private activity bond financing of the Development described by the Application, unless the exceptions in §2306.6703(a)(2) of the Texas Government Code are met.

All the instances in which any Principal or any entity or Person In the Development ownership structure who was or is involved as a Principal in any other affordable housing transaction has been the subject of a voluntary or Involuntary termination of involvement in a rent or income restricted multifamily development by the lender, equity provider, or any other owners or investors, however designated, or any combination thereof or if any litigation to effectuate

Page3of5 Certification of Principal such removal is instituted in the past ten years for its failure to perform its obligations under the loan documents or limited partnership agreement have been fully disclosed pursuant to §10.202(1)(L) of the Uniform Multifamily Rules. Applicant understands that if the Department learns at a later date that removal did take place as desaibed and was not disclosed, the Application will be terminated and any Allocation or Award made wJII be rescinded.

All housing developments with which Applicant, Development Owner, Developer, Guarantor and/or Principal thereof participating, are in compliance with: state and federal fair housing laws, including Chapter 301, Property Code, the Texas Fair Housing Act; Title VIII of the Civil Rlghts Act of 1968 (42 U.S.C. Section 3601 et seq.); and the Fair Housing Amendments Act of 1988 (42 U.S.C. Section 3601 et seq.); the Civil Rights Act of 1964 (42 U.S.C. Section 2000a et seq.); the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.); and the Rehabilitation Act of 1973 (29 U.S.C. Section 701 et seq.).

The making of an allocation or award by the Department does not constitute a finding or determination that the Development is deemed qualified to receive such allocation or award. Applicant agrees that the Department or any of its directors, officers, employees, and agents will not be held responsible or liable for any representations made to the undersigned or its investors relating to the Housing Tax Credit Program; therefore, Applicant assumes the risk of all damages, losses, costs, and expenses related thereto and agrees to indemnify and hold harmless the Department and any of its officers, employees, and agents against any and all claims, suits, losses, damages, costs, and expenses of any kind and of any nature that the Department may hereinafter suffer, incur, or pay arising out of Its decisions and actions concerning this Application for Housing Tax Credits or the use of information concerning the Housing Tax Credit Program.

Applicant, Development Owner, Developer, Guarantor or other Related Party is not subject to any criminal proceedings and if any such proceeding or any other charges which would invalidate the certifications herein occur prior to carryover, the Applicant will immediately notify the Department. Such notification must be presented to the Board for consideration at the next available Board meeting.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of Applicant, and in all other related capacities described above, as applicable, expressly represents, warrants, and certifies that all fnformation contained In this certification and in the Application, including any and all supplements, additions, clarifications, or other materials or Information submitted to the Department In connection therewith as required or deemed necessary by the materials governing the Housing Tax Credit Program are true and correct and the Applicant has undergone sufficient investigation to affirm the validity of the statements made. Further, the Applicant hereby expressly represents, warrants, and certifies that the

Page4of5 Certification of Principal

individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN. §§37 .01 et seq. (Vernon 2011) and subject to any and all other state or fede~ rallaws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and all materials relating thereto are true, correct, and complete in all material respects.

Printed Name

Date

THESTATEOF~· )1,,§.. 5 § COUNTY OF_-_J:>~~....;~;..;;.....:.., ____:

I, the undersigned, a Notary Public in and for said County and State, do hereby certify that name Is signed to the foregoing statement, and who is known to be one In the same, has acknowledged before me on this date, t hat being informed of the contents of this statement, executed the same voluntarily on the dat:e same foregoing statement bears.

GIVEN UNDER MY HAND AND SEJ~l OF OFFICE this ~day of ~u.r/ ,22!1_

(Seal)

Matthew Gillam Notary Public Signature

PageS ofS Certification of Principal individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, Is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN. §§37 .01 et seq. (Vernon 2011) and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and all materials relating

; Date

THE STATE OF !f~ fta,>, S § § COUNTY OF JOJ-v, )o 0 §

I, the undersigned, a Notary Public in and for said County and State, do hereby certify that name is signed to the foregoing statement, and who is known to be one in the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this k_day of fubru((f''1 . lo/3 I (Seal}

Notary Public Signature.

Page 5 ofS Certification of Principal individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsiflcat]on and subject to criminal penalties as defined by the State of Texas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2011) and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and all materials relating thereto are true,m carr]«, __ and_ complete in all material respects. By: ____f_JL__ -'=------Signature of Authorized Representative f?e;& lbrtJ,er Printed Name

Title ftb Zo, l-or3 ) Date

THE STATE OF TEXA:S /f,t..s,.S §

COUNTY OF_J_o....:....~....:;.~=h~---:

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2v day of l?:.i:Jr,_/'-:7 , 2 tJ(3 7 (Seal)

Notary Public Signature

PageSofS Certification of Principal individual whose name is subscribed hereto has read and understands all the information contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant, and in all other related capacities described above, is affirming under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as defined by the State ofTexas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2011) and subject to any and all other state or federal laws regarding the making of false statements to governmental bodies or the false statements or'the providing of false information in connection with the procurement of allocations or awards that the Application and all materials relating thereto constitute government documents and that the Application and all materials relating

Printedame

Title feh 7D, Zo !3 D~te

THE STATE OF-TEnS thd;tS § § COUNTY OF JbhrSo n §

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1o day of feWl.f er jz , ..l2..L.3

(Seal)

.4_ Matthew Gillam NOTARY PUBLIC-STATE OF KANSAS Notary Public Signature MY APPT EXP: I

Page 5 ofS 2013 HTC Full Application

Part 1 Tab 4

HOME Development Certification

2013 HTC Full Application

Part 1 Tab 5

Applicant Information Page Applicant Information Page

Provide the contact information for the Applicant and any staff responsible for Administrative Deficiencies and/or clarifications to the Application.

1. Applicant Contact Information Name: Brett Johnson Phone: 785-371-1663 NA Office Extension Email: [email protected] 913-626-2237 Mobile Mailing Address: 534 S Kansas Ave, Ste 900 Street Topeka KS 66603 City State Zip 2. Second Contact Name: Matt Gillam Phone: 785-371-1663 NA Office Extension Email: [email protected] 785-766-4096 Mobile 3. Consultant Contact (if applicable) Name: Alyssa Carpenter Phone: (512) 789-1295 NA Office Extension Email: [email protected] (512) 789-1295 Mobile Mailing Address: 1305 E 6th St, Ste 12 Street Austin TX 78702 City State Zip 2013 HTC Full Application

Part 1 Tab 6

Self-Score Form

Competitive Housing Tax Credit Selection Self-Score

Criteria Promoting Development of High Quality Housing Points Point Item Description QAP Reference Selected Unit Sizes §11.9(b)(1)(a) 7 Unit Features §11.9(b)(1)(b) 7 Sponsor Characteristics §11.9(b)(2) 0 High Quality Housing Total 14

Criteria to Serve and Support Texans Most In Need Points Point Item Description QAP Reference Selected Income Levels of Tenants §11.9(c)(1) 15 Rent Levels of Tenants §11.9(c)(2) 9 Tenant Services §11.9(c)(3) 8 Opportunity Index §11.9(c)(4) 5 Educational Excellence §11.9(c)(5) 0 Underserved Area §11.9(c)(6) 0 Tenant Populations with Special Needs §11.9(c)(7) 2 Serve and Support Texans Most in Need Total 39

Criteria Promoting Community Support and Engagement Points Point Item Description QAP Reference Selected Quantifiable Community Participation §11.9(d)(1) Community Input other than Quantifiable Community Participation §11.9(d)(2) Commitment of Development Funding by Unit of General Local Government §11.9(d)(3) 9 Community Support from State Representative or Senator §11.9(d)(4) Declared Disaster Area §11.9(d)(5) 7 Community Revitalization Plan §11.9(d)(6) 0 Community Support and Engagement Total 16

Criteria Promoting the Efficient Use of Limited Resources and Applicant Accountability Points Point Item Description QAP Reference Selected Financial Feasibility §11.9(e)(1) 18 Cost of Development per Square Foot §11.9(e)(2) Pre-application Participation §11.9(e)(3) 6 Leveraging of Private, State, and Federal Resources §11.9(e)(4) 0 Extended Affordability or Historic Preservation §11.9(e)(5) 2 Right of First Refusal §11.9(e)(6) 1 Development Size §11.9(e)(7) 0 Point Deductions §11.9(f) Efficient Use of Limited Resources and Applicant Accountability Total 27

Total Application Self Score 96 2013 HTC Full Application

Part 2 Tab 7

Site Information Form Part I Site Information Form Part I Self Score Total: 96 1. Development Address (All Programs) S side of North Regent Drive, East of McNiel Ave Wichita Falls No Address City ETJ? 76308 Wichita 2 Development is: Urban In a Participating Jurisdiction? Yes Zip County Region

2. Census Tract Information (All Programs) Census Tract Number: 48485012600 QCT? No Census Tract Map Provided behind this tab? Yes Median Household Income: $ 51,184 Median Household Income Quartile: 2nd Q Poverty Rate: 8.7%

3. Site Characteristics (All Programs) x Development Site is within a one mile radius (urban) or two mile radius (rural) of at least six eligible amenities and/or services. A map indicating the Development Site, a scale showing the appropriate radius, and the location of the amenities is included behind this tab. (All Multifamily Applications)

4. Undesirable Area Features (All Programs) Mark only one box below: x Development received Department pre-clearance for any undesirable area features; or For HTC Applications that submitted a pre-application, the WPPD Packet at the time of pre-application, but pre-clearance is pending. For all other applications and for HTC applications where no pre-application was submitted, the WPDD Packet was submitted with this application; or

No undesirable area features are present.

5. Resolutions (All Programs, if applicable) Mark the appropriate boxes below: Development is located in a municipality, or if located outside of a municipality, a county that has more than twice the state average of units per capita supported by Tax Credits or Private activity Bonds. If box above IS checked, Applicant has prior approval of the Development from the Governing Body of the appropriate municipality or county

Development is New Construction or Adaptive Reuse and is located one linear mile or less (measured by a straight line on a map) from another Development that serves the same type of household as the proposed Development and has received an allocation of Housing Tax Credits or private activity bonds for any New Construction at any time during the three-year period preceding the date the Application Round begins (or for Tax-Exempt Bond Developments the three-year period preceding the date the Certificate of Reservation is issued) and has not been withdrawn or terminated from the Housing Tax Credit Program If box above IS checked, the Development meets one of the exceptions identified in §11.3(c) of the QAP. Development is in a census tract that has more than 30% Housing Tax Credit Units per total households in the census tract. If box above IS checked, then choose one opton below: The Development is located in a Place with a population of less that 100,000 The Development is located in a Place with a population of 100,000 or more, and the Applicant has a resolution from appropriate Governing Body specifically allowing for construction of the Development

6. Site Location (All Programs) Development Site is appropriately zoned? Yes Zoning Designation: GC

Flood Zone Designation: Zone X Development is outside the 100 year floodplain? Yes

7. Educational Excellence (Competitive HTC Applications Only) Residents of the proposed development will attend: Grades X Evidence of rating is School Name Overall Rating Overall Rating through X provided Cunningham Elem EE through 6 Exemplary/Recognized Yes Exemplary/Recognized through Elementary School Choice for Middle through through Middle School School Choice for High through High School District Wide Rating (if applicable): Acceptable

This application is seeking points for Educational Excellence. Total Points Claimed: 0 Notes: Wichita Falls ISD. There are elementary attendance zones, but there are no attendance zones for middle or high school since there is a Choice Program for those grades. See following elementary map and statement about choice for middle and high. Because the middle and high schools have ratings lower than Exemplary/Recognized, per the QAP, application would not be eligible for points because need to consider all schools in which children could attend. 8. Opportunity Index (Competitive HTC Only) One box below must be marked: x Development is located in a census tract that has a poverty rate below 15 percent for individuals. OR Development is located in either Region 11 or 13 and has a poverty rate below 35 percent for individuals. OR Development is located in a Rural Area.

Target Population: General Tract Quartile: Top Two Appropriate School Rating for scoring (Elementary or district): Exemplary/Recognized

Application is seeking Opportunity Index Points: Total Points Claimed: 5

If necessary, provide a brief summary of how the Development Site is justifying the points selected: Summary (lines 61-69 are hidden, and available if needed)

9. Underserved Area (Competitive HTC Only) Applications may qualify for up to two (2) points for proposed Developments located in one of the following areas: Colonia; Economically Distressed Area; A municipality, or if outside of the boundareis of any municipality, a county that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation; or

For Rural Areas only, a census tract that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation serving the same Target Population. Note: Developments serving the elderly are eligible for 1 point; supportive housing developments or those serving the general population are eligible for 2 points. Application is seeking Underserved Area Points: Total Points Claimed: 0

10. Community Revitalization (Competitive HTC Only) Region: 2 Urban Mark one of the five boxes below: Applicant obtained pre-clearance for a community revitalization plan, and evidence of pre-clearance is provided behind this tab.

Development is in an Urban Area. Pre-clearance for a community reitalization plan was requested prior to the submission of the pre-application and is pending. Development is in an Urban Area outside of Region 3, and supporting documentation that meets the requirements of §11.9(d)(6)(B)(ii) was provided with the pre-application. If a commitment of CDBG-DR funding was not provided at pre-application, it is attached here. Development is in a Rural Area, and supporting documentation that meets all the requirements of §11.9(d)(6)(C) is provided behind this tab. For an additional 2 points under §11.9(d)(6)(A)(ii)(III): Development is explicitly identified by the city or county as contributing most significantly to the concerted revitalization efforts of the city or county; resolution stating such is provided behind this tab Application is seeking Community Revitalization Points: Total Points Claimed: 0

11. Input other than Quanifiable Community Participation (Competitive HTC Only) x Applicant has included one or more letters of support for points.

12. Declared Disaster Area Scoring (Competitive HTC ONLY)* x Development is in a "STATEWIDE" declared disaster area, and evidence is provided behind this tab. 7 Development is in a "LOCALIZED" declared disaster area, and evidence is provided behind this tab. 0 * Applicants are encouraged to ensure declaration is not pre-emptive in nature. Total Points Claimed: 7 2013 HTC Full Application

Part 2 Tab 8

Supporting Documentation for Site Information Form Part I

Supporting Documentation for the Site Information Form

x Census Tract Map with Development Site identified x Site Characteristics Map identifying which type of service each location offers pursuant to §10.101(a)(2) x Evidence of Department Pre-Clearance of Undesirable Area Feature(s) 0 Twice the State Average of Units Per Capita Resolution 0 One Mile Three Year Resolution or evidence of other exception 0 30% Housing Tax Credit Units per total household Resolution x Evidence of Zoning and/or Evidence of Re-Zoning process x Evidence of Flood Zone Designation x School Attendance Zone Map and/or school rating Evidence of Underserved area (HTC Only)

for a colonia, a map of the colonia clearly outlining its boundaries and indicating the location of the Development Site for economically distressed area, letter or correspondence from Texas Water Development Board 0 Department Pre-Clearance of Revitalization Plan 0 Letter from a governmental official with specific knowledge regarding infrastructure improvements x Letters for points under §11.9(d)(2) Community Input other than QCP 3 Number of letters submitted x Evidence of Declared Disaster Area 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Census Tract Map

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+++ **('$' &)"% )"!!$) 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Site Characteristics Map

The Reserves at Maplewood Site Characteristics Map

Measure the distance between two points on the ground

Map Length: 1.00 f~...:M....:.i:.:..:le=s____ :..:..J Ground Length: 1.00 Heading: 89.99 degrees

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Google Earth 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Evidence of TDHCA Preclearance

TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS www.ldhra.stale.fx.IIS BOARD MEMBERS J. Paul Oxer, Chair Rick Perry Tom H. Gann, Vice Chair GOVERNOR Leslie Bingham-Escarefio Lowell A. Keig Juan S. Mufioz, PhD J. Mark McWatters January 25, 2013

Writer's direct phone# 512.475.2213 Email: [email protected]. tx. us

Alyssa Carpenter Applicant Contact OPG Maplewood Partners, LLC

RE: DISCLOSURE OF POSSIBLE UNDESIRABLE SITE FEATURE (§ 10.101 (a)(3)) FOR THE RESERVES AT MAPLEWOOD (#13246) --CORRECTED

Dear Ms. Carpenter:

We have reviewed your disclosure of the presence of a City of Wichita Falls Transfer Station in close proximity to the anticipated Development Site. You included a map showing the development site in relation to the facility as well as information from the City's website concerning the facility. Based on the documentation submitted, we have determined that the facility does not constitute an Undesirable Site Feature under §10.101(a)(3) of the Uniform Multifamily Rule.

This determination is limited in that it is based solely on the information provided in your disclosure. Should the fact pattern change or should additional relevant information come to light, this determination may· be null and void. Moreover, additional information may be requested during the course of a program review or underwriting of the full application, should one be submitted. This determination does not bind the Department's Governing Board.

Should you have any additional questions or concerns, please feel free to contact me at cameron. dorsey@tdhca. state.tx. us.

Cam r n F. Dorsey Dir or of Multifamily Finance

221 East 11th Street P.O. Box 13941 Austin, Texas 78711-3941 (800) 525-0657 (512) 475-3800 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: 2x Per Capita Resolution/ 1 Mile 3 Year Resolution/ 30% HTC Resolution

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Evidence of Zoning

Department of Community Development Planning Division 1300 7th Street, PO Box 1431 Wichita Falls TX 76307 (940) 761-7451 Fax (940) 761-7419

February 19, 2013

OPG Maplewood Partners, LLC Brett Johnson 534 S. Kansas Ave, Ste. 900 Topeka,KS 66603

Re: Zoning Conformation Letter for 3601 McNiel Avenue

To Whom It May Concern:

Please be advised that 3601 McNiel Avenue, a.k.a. 14.63 acres Block 11, Tract E, Denton County School Land, League 1, is located within a General Commercial (GC) zoning district. Multifamily Dwellings are a permitted use within the GC zoning district.

This information was provided on February 19, 2013, by the undersigned, on behalf of the City of Wichita Falls per request and as a public service. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to the information supplied by the requester. The zoning authority assumes no liability for errors or omissions. All information was obtained from public records, which may be inspected during regular business hours.

Marty Odom Planner Ill (940) 761-7445 3006 The Reserves At Maplewood MFR Wichita Falls, TX 2013

3705

3909 3801

3915 3915A 3911

3913

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4107

4100 4122 4106 r---~--- 4115.---~--~4~0=0=0 ~------_, 4116 4302 4020 4010 4004 4002 3916 3910

390 ------4001 3837 4003 4003 4002 4005 4005 4004 4007 3801#800 4007 4006 4009 4009 4008

n.c.tyoiWicNlaFdaha-~D\Wtfrh.c:DI I K'/Df .. niDtrl'l.clancant.!nMifth...,..,g""'alh.,.f/lpUblcalian , TheCityDI~Fdl--•rtalllili~lllf.ny--...... n.:cur.a..n~wlnJanMIIDnpravlded ~ .. ot,..-=--cf. n. prDdlld&IIDrlnbrndall• ...,_. ..:lrMYIIOC tan. beWI ,...._, trar• lle.ulta.bM rar llpl, engineering, • ~ pllrJIC*I.Itdgunllllr.pN_.t., an-~"""' lnd ,...-!t. aniJ,_ ~ ,.,&ahe --kEa1toll al prcpllf»' baunUM1 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Flood Zone Designation

MAP SCALE 1" =1 000 ' 0 1000

No Base Flood Elevotlons dote""lned. Base Flood Elevation< determined. Aood depths of 1 to 3 feet (usually oreas of pondinQ); a..., Flood Elevotlons dotennlnentTOI sysu.n that was subsequently dea!rtifled. Zone AA. lndlcotes !hot the - tlocd tonlrol ~ Is being reslllred to provide protection from the I% amuol c:tuwa .. \J'Illller ll:>od . ZON~ A&e ma 10 be prctectcd from 1% annual dlona! flood by a Federal ll:>od ~ system Lrlder CX>IIStnJctlon; nc Ba"' Flood Elevations dotl!rmlned. ZONE V Coasta1 fOod zone with vekx:lty hazard (wave llctlon); no 8asa r:lood Elevation< determined. ZOH!V! ~I l1ccd zone with velccity hazanl (wave action); Base Aood Elevations deb!nnlned.

Fl.OOOWAY AREAS IN ZONE AE

-n.. l1ccdway Is the dianne! ol a Sl780m I>M any adja<:ent llocdplaln nos that mJSt be kept fnoe of ~t so that the I 'Ill annual cNnCie flCOd can be carried wlthcvt abstantlll Increases in l1ccd Nigilts,

OTHER FLOOD AREAS

ZONE X Areas cf 0.2% annual d\anao ftood; areas cl I q;, ennuol ma11<11! flood with average depths or leu than 1 foot or with drlllnage areas less !han 1 square mne; and areas protected by levee; from 1% annual dlance Hood.

OTHER AREAS

mos detlnnlned 10 be oUCSide the 0.2'141 aMUal cM1ce liocq>loln. Neos n whim flccd hazards .,. undetormlned, but poss1>1e.

OTHERWISE PROTECTED AREAS (OPAs)

CIIRS areas ancl OPAs are normally lcc2tod within or adjacrnt to Spedal Flood Ha,.rd Areas. Aoodplaln boundary Floodway boundary Zone 0 bol.l1dary

• ••• ••••••• •••••• CBRS and OPA boundary EE~~~~:§=~;~g~l+- Soundary dividing special Flood Hautd ,._ o1 clllferent Base flood Elevodcns, flCOd

I copy map. It was extracted using F-MIT On-Une. This map does not renect changes :.:''' Y'·'''"''d or amendments which may have been made subsequent 1o the date on the title block. For the latest product Information about National Flood Insurance ;.....;;;.;.~:;;,;~~Program nood maps checK the FEMA Flood Map Store at wvw.t.msc. is available in this community, contact your Insurance Program at 1-800-638-6620.

l\D ~f"l\1 ~ 1"- 1nnn•

Quail Creek FIRM FLOOD INSURANCE RATE MAP WICIDTA COUNTY, TEXAS AND INCORPORA TE D AREAS

PANEL 435 OF 475 (SEE MAP I ~ DEX FOR FIRM PANEL LAYOUl) CONTAINS· COMMl)NIIY

WICHITA COUNTV 481189 0431!1 G LAKESIDE CITY, CfTY OF 48149ti 0435 G WICHITA FALLS, CITY OF 480882 0436 G

NoOOe lo User. The ~ Number ShOWn b&bw shoold NJ used when placirlg map ord&r&: tne Community Number ah::lm abow slloold bo used on ins

Federal Emergency Management Agency

I map. ~ was ext racted using F-MIT This map does not r e~eot changes or amendments which may have been made subsequent to t he d ate on the title block. For the latest product Information about National Fl ood Insurance Program ~ood maps check the FEMA Flood Store at www. msc.fema. 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: School Attendance Zone Map and Rating

27 HIRSCHI 28 RIDER 29 WFHS 30 EDUCATION CENTER 2011 District Accountability Summary 2/21/13 3:36 PM

Texas Education Agency | Performance Reporting

November 2011

2011 DISTRICT ACCOUNTABILITY SUMMARY

District Name Links to the Accountability Data Table

DISTRICT NAME: WICHITA FALLS ISD DISTRICT NUMBER: 243905 ACCOUNTABILITY RATING: Academically Acceptable

GOLD PERFORMANCE ACKNOWLEDGMENTS: NONE ______

SUMMARY

ACCOUNTABILITY RATINGS ------GOLD PERFORMANCE ACKNOWLEDGMENTS ------

NUMBER NUMBER NUMBER OF OF OF CAMPUS RATING: SCHOOLS ACKNOWLEDGMENT: SCHOOLS ACKNOWLEDGMENT (CONT'D): SCHOOLS

EXEMPLARY 3 ADVANCED COURSES 0 COMMENDED READING/ELA 3 RECOGNIZED 9 AP/IB 1 COMMENDED MATHEMATICS 4 ACADEMICALLY ACCEPTABLE 9 ATTENDANCE RATE 1 COMMENDED WRITING 3 ACADEMICALLY UNACCEPTABLE 4 COLLEGE-READY 0 COMMENDED SCIENCE 13 AEA: ACADEMICALLY ACCEPTABLE 1 RHSP/DAP 0 COMMENDED SOCIAL STUDIES 2 AEA: ACADEMICALLY UNACCEPTABLE 0 SAT/ACT 0 TSI ELA 0 AEA: NOT RATED - OTHER 0 CI: READING 6 TSI MATHEMATICS 0 NOT RATED: OTHER 5 CI: MATHEMATICS 3 NOT RATED: DATA INTEGRITY ISSUES 0 ___

TOTAL 31 ______

Campus Name Links to the Accountability Data Table

CAMPUS LIST (in campus number order) GOLD PERFORMANCE ACKNOWLEDGMENTS

COLL COMM COMM COMM COMM COMM CI CI SAT TSI TSI CAMPUS RATING ADV APIB ATTD READY READ MATH WRIT SCIE SSTD READ MATH RHSP ACT ELA MATH COMMENTS

001 HIRSCHI H S Academically Unacceptable NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ 002 RIDER H S Academically Acceptable NQ ++ NQ NQ NQ NQ NQ ++ NQ NQ NQ NQ 004 WICHITA FALLS H S Academically Unacceptable NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ 006 HARRELL ACCELERATED LEARNING C AEA: Academically Acceptable NQ NQ NQ NQ NQ NQ NQ NQ NQ NQ 009 WICHITA COUNTY JUVENILE JUSTIC Not Rated: Other 041 BARWISE J H Academically Acceptable NQ NQ NQ NQ NQ NQ NQ NQ 045 ZUNDELOWITZ MIDDLE Recognized ++ NQ NQ NQ NQ ++ NQ NQ 047 MCNIEL J H Academically Acceptable NQ NQ NQ NQ NQ NQ NQ NQ 048 KIRBY MIDDLE Academically Acceptable NQ NQ NQ NQ NQ NQ NQ NQ 101 ALAMO EL Recognized NQ NQ NQ NQ ++ ++ NQ 104 BROOK VILLAGE EARLY CHILDHOOD Not Rated: Other PK-K Only 105 BURGESS EL Academically Unacceptable NQ NQ NQ NQ NQ NQ NQ 107 CROCKETT EL Recognized NQ ++ NQ NQ ++ ++ NQ 108 CUNNINGHAM SCHOOL Exemplary NQ NQ ++ NQ ++ ++ ++ 109 FAIN EL Recognized NQ ++ NQ NQ ++ NQ NQ 111 FOWLER EL Exemplary NQ NQ NQ ++ ++ ++ NQ 112 FRANKLIN EL Academically Acceptable NQ NQ NQ NQ ++ NQ NQ 114 HAYNES EL Academically Acceptable NQ NQ NQ ++ NQ NQ ++ 115 CUNNINGHAM SPECIAL ED CENTER Academically Acceptable NQ NQ NQ NQ NQ 116 HOUSTON EL Academically Acceptable NQ NQ NQ NQ NQ ++ NQ 118 JEFFERSON EL Recognized NQ NQ NQ NQ ++ NQ NQ 119 LAMAR EL Recognized NQ NQ NQ NQ ++ NQ ++ 121 MILAM EL Recognized NQ NQ NQ NQ ++ ++ NQ 123 SHEPPARD AFB EL Recognized NQ ++ ++ NQ ++ NQ NQ 125 WASHINGTON-JACKSON EL MAGNET Academically Unacceptable NQ NQ NQ NQ NQ NQ NQ 126 WEST FOUNDATION EL Exemplary NQ NQ ++ ++ ++ NQ NQ 128 SCOTLAND PARK EL Academically Acceptable NQ NQ NQ NQ ++ NQ NQ 129 SOUTHERN HILLS EL Recognized NQ NQ ++ NQ ++ NQ NQ 130 FARRIS EARLY CHILDHOOD CTR Not Rated: Other PK-K Only 207 NORTHWEST HEAD START Not Rated: Other PK-K Only 208 ROSEWOOD HEAD START Not Rated: Other PK-K Only

Gold Performance Acknowledgment Key: ++ = Acknowledged NQ = Does Not Qualify

Total Count = 31

2011 Accountability Manual 2011 Accountability

Performance Reporting | TEA Home

http://ritter.tea.state.tx.us/cgi/sas/broker Page 1 of 1 2011 Campus Accountability Data Table http://ritter.tea.state.tx.us/cgi/sas/broker?_service=marykay&_p...

Texas Education Agency | Performance Reporting

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: WICHITA FALLS I CAMPUS NAME: CUNNINGHAM SCHOOL Campus Rating: Exemplary CAMPUS NUMBER: 243905108 Grade Span: EE - 06

Analysis groups used to determine ratings are highlighted in BLUE. Accountability standards are shown in parentheses. Special formats ('*', >99%, <1%) are used to protect student confidentiality. ______

TEXAS ASSESSMENT OF KNOWLEDGE AND SKILLS (TAKS) TABLE Required Status |------2011 ------||------2010 ------||----- Improvement -----||----- by Measure -----|

Number Pct Stu Number Pct Met Performance Met Number Met Grp Met Number Met Min Act Met Results Std Taking Std % Std Taking Std Size Chg RI RI? STD RI EXCP ***

Reading/ELA (70%/80%/90%) All Students 131 142 92% 100% 137 155 88% 4 EX - - EX African Amer * * * * * * > 99% * - - - - Hispanic 33 38 87% 27% 28 36 78% 9 RE RE EX EX White 87 92 95% 65% 98 108 91% 4 EX - - EX Econ Disadv 52 55 95% 39% 63 74 85% 10 EX - - EX

Writing (70%/80%/90%) All Students * * > 99% * 29 32 91% * EX - - EX African Amer * * * * * * * * - - - - Hispanic * * > 99% * * * 80% * - - - - White * * > 99% * * * 94% * - - - - Econ Disadv * * > 99% * * * 94% * - - - -

Social Studies (70%/80%/90%) All Students * * * * * * * * - - - - African Amer * * * * * * * * - - - - Hispanic * * * * * * * * - - - - White * * * * * * * * - - - - Econ Disadv * * * * * * * * - - - -

Mathematics (65%/80%/90%) All Students 135 142 95% 100% 136 155 88% 7 EX - - EX African Amer * * * * * * > 99% * - - - - Hispanic 35 38 92% 27% 28 36 78% 14 EX - - EX White * * 98% * 97 108 90% 8 EX - - EX Econ Disadv 52 55 95% 39% 61 74 82% 13 EX - - EX

Science (60%/80%/90%) All Students * * 93% * * * 95% -2 EX - - EX African Amer * * * * * * * * - - - - Hispanic * * 82% * * * > 99% * - - - - White * * > 99% * * * 93% * - - - - Econ Disadv * * 92% * * * 94% -2 - - - - ______

ENGLISH LANGUAGE LEARNERS (ELL) PROGRESS INDICATOR TABLE (na/60%/60%)

Reading/ELA ELL Students ------______

COMMENDED PERFORMANCE TABLE (na/15%/25%)

Number Pct Stu Performance at Number at Grp Results Commended Taking Commended %

Reading/ELA All Students 70 142 49% 100% EX Econ Disadv 22 55 40% 39% EX

Mathematics All Students 65 142 46% 100% EX Econ Disadv 22 55 40% 39% EX

*** Summary column: The final outcome for this measure after use of RI and exceptions (if applicable).

November 2011 TEXAS EDUCATION AGENCY 2011 CAMPUS ACCOUNTABILITY DATA TABLES - STANDARD PROCEDURES

DISTRICT NAME: WICHITA FALLS I

1 of 5 2/21/13 3:35 PM Enrollment / Welcome 2/21/13 3:40 PM

Wichita Falls ISD Parents Enrollment Welcome

Enrollment

Enrollment for Kindergarten Kindergarten serves as the introduction for most children into the public school system. The Wichita Falls ISD considers kindergarten to be an integral part of the elementary school program. During this important year, the child builds a strong educational base for continuing academic success. The WFISD offers full-day and half-day kindergarten programs for all children who turn five on or before September 1st of the current school year. For more information regarding kindergarten enrollment procedures, please contact Beth Maywald at [email protected] or by phone (940) 235-1021. Kindergarten Curriculum The district curriculum for the kindergarten program is closely tied to the state-mandated basic curriculum for all students. Kindergarten students receive instruction in the areas of language arts, computer sciences, mathematics, social studies, science, health, visual arts, music, and physical education. Kindergarten teachers are provided with a state-adopted program that integrates these subject areas through a strong literacy development program. Elementary Transfers

Elementary Transfer Applications will be made available in the Student Assignment Office at the Ed. Center. June 1st is the first day that Elementary Transfer requests may be received for processing. Transfer Requests will be subject to space availability at the requested elementary school. Students must be in "Good Standing" in order to be considered for a transfer. Enrollment for Junior High/High School

A unique feature of Wichita Falls ISD is the school Choice Program. The district has no secondary attendance zones. Instead, parents have the opportunity to choose the schools they wish their children to attend. Required Documents

Documents required for all new students Bring ALL of the following: Assignment letter or choice of school form from the Student Assignment Office Withdrawal Slip/Transfer from previous school (if previously enrolled) Birth Certificate Social Security Card Shot Records Documents required for proof of residency Bring ONE of the following: A current household utility statement (i.e. gas, electric, water, telephone) indicating name and address (not cable) Current voter registration card indicating name and address A recently paid rent receipt indicating name and address Current homeowners or renters insurance policy indicating name and address

http://www.wfisd.net/Domain/93 Page 1 of 1 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Underserved Area

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Pre-Clearance of Community Revitalization Plan for Urban Developments

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Letter Regarding Infrastructure Improvements for Rural Developments

Not Applicable 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Community Input other than QCP

North Texas Area United Way

1105 Holliday Wichita Falls, TX 76301 940/322-8638 Phone 940/322-8643 Fax

February 21, 2013

Timothy Irvine, Executive Director TDHCA 221 East 11th Street Austin, TX 78701

RE: The Reserves at Maplewood

Dear Mr. Irvine:

I am writing this letter to voice my support for TDHCA Tax Credit Application 13246 The Reserves at Maplewood to be located on the South side of N Regent Dr., East of McNiel Ave, in Wichita Falls, TX.

North Texas Area United Way is a tax-exempt organization and has a primary purpose of the overall betterment, development, or improvement of the community in which The Reserves at Maplewood is to be located. We believe that there is a need for housing that is affordable to citizens of modest means and this development will help meet that need.

Sincerely,

Diana Phillips CEO/President North Texas Area United Way

About Us | North Texas Area United Way 2/21/13 1:03 PM

HOME ABOUT US CAMPAIGN OUR WORK GALLERY CONTACT US

EDUCATION INCOME HEALTH

Home » About Us

QUICK LINKS ABOUT US Home The North Texas Area United Way – like United Ways across About Us the country – is committed to more than just supporting programs that serve identified needs in the community. News Stories The mission of the United Way is to improve lives by Calendar mobilizing the caring power of the community we live in. And Contact Us to Live United means mobilizing that power to support and, where necessary, develop programs that also address the underlying causes of the community’s needs, with the long- CONNECT WITH US term goal of ending those needs.

Which is why Living United means more than just financially supporting a childcare program. It’s also introducing curricula to that program that help prepare children to become lifelong learners. It’s informing the parents of those children about available tax credits and career development opportunities that can improve their financial stability. And it’s ensuring that all the family members are informed about quality, affordable health services in their community.

Education. Income. Health. These are the pillars upon which strong lives are built. And if any of these pillars become weak or unstable, it’s difficult – if not impossible – to move ahead in life. To Live United is to create opportunities for all persons to achieve strength and stability in their Education, Income, and Health.

This comprehensive philosophy of problem-solving is an improvement upon earlier approaches that sought only to fund familiar programs year after year. The modern United Way approach is built around a constant – and comprehensive – analysis of the community and the forces at work in it.

There is one thing about the modern United Way that remains constant: We Can’t Do It Without You.

LIVE UNITED It takes an enormous amount of talent, resources and manpower to assess community needs, prescribe solutions, evaluate and develop worthy programs, spread the word throughout the It's a credo. A mission. A goal. A constant community about the importance of these programs – and then, finally, raise the funds necessary to reminder that when we reach out a hand to put them into motion, and spread the word. one, we influence the condition of all. We build the strength of our neighborhoods. We That’s what it means to LIVE UNITED. bolster the health of our communities. And we

change the lives of those who walk by us every day. Our Mission United Way improves lives by mobilizing the caring power of communities around the world to advance the common good.

http://www.ntauw.org/about-us Page 1 of 2 About Us | North Texas Area United Way 2/21/13 1:03 PM

Our Goals In 2008, United Way World Wide initiated a 10-year program designed to achieve the following goals by 2018:

Improve education, and cut the number of high school dropouts — 1.2 million students, every year — in half. Help people achieve financial stability, and get 1.9 million working families — half the number of lower-income families who are financially unstable — on the road to economic independence. Promote healthy lives, and increase by one-third the number of youth and adults who are healthy and avoid risky behaviors.

These goals are ambitious, but with your help, and by utilizing our core strengths — a national network, committed partners and public engagement capacity — we can achieve them.

OUR ADDRESS NEWSLETTER SIGN UP CONNECT WITH US PROVIDED BY North Texas Area United Way

P.O. Box 660, Wichita Falls, TX 76307 940.322.8638

Home Contact Us Login

http://www.ntauw.org/about-us Page 2 of 2 Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 21, 2013

NORTH TEXAS AREA UNITED WAY, INC. PO BOX 660 WICHITA FALLS, TX 76307-0660

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Sales and use tax, as of 08-12-1992 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) The entity is not exempt from hotel occupancy tax.

Texas taxpayer identiﬁcation number: 17509501262

This exemption verification is not a substitute for the completed exemption certificates that are required when claiming exemption from Texas taxes. Vendors should be familiar with the requirements for accepting the certificates in good faith from their customers.

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Corporations that are registered in Texas with the Secretary of State must maintain a current registered agent and registered office address. Information is available from Business and Nonprofit Forms page of the Secretary of State's Website. Additionally, out-of-state corporations, limited liability companies, or limited partnerships transacting business in Texas may need to file a Certificate of Authority or Registration with the Texas Secretary of State. More information is available from the Foreign or Out-of-State Entities page on the Secretary of State's Website.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/21/13 1:01 PM Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=320...

February 21, 2013

NORTH TEXAS AREA UNITED WAY, INC. 1105 HOLLIDAY ST WICHITA FALLS, TX 76301-4421

According to the records of the Comptroller of Public Accounts, the following exemption from Texas taxes applies to the above organization:

Franchise tax, as of 03-17-1955

The organization is not exempt from Texas sales and use tax or hotel occupancy tax.

A Certiﬁcate of Account Status is available at www.window.state.tx.us/taxinfo/coasintr.html.

Texas taxpayer identiﬁcation number: 32020736388

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations - Sales and Purchases (96-122). Online registration is available. For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/21/13 1:01 PM 900 8th Street, Suite 218 * P.O. Box 1860 * Wichita Falls, TX 76307 Phone: 940.723.2741 * Fax: 940.723.8773 www.wichitafallscommerce.com

21 February 2013

VIA EMAIL

Timothy Irvine, Executive Director TDHCA 221 East 11th Street Austin, TX 78701

RE: The Reserves at Maplewood

Dear Mr. Irvine:

The Wichita Falls Chamber of Commerce and Industry supports TDHCA Tax Credit Application 13246, The Reserves at Maplewood, to be located on the South side of North Regent Drive, East of McNiel Avenue, in the city of Wichita Falls, Texas.

The Wichita Falls Chamber of Commerce is a tax-exempt organization and has a primary responsibility for the overall betterment, development, and improvement of the community in which The Reserves at Maplewood is to be located. We believe there is a need for housing that is affordable to citizens of modest means, and this development will address those needs.

Should you have any questions or concerns, please don’t hesitate to contact me.

Respectfully,

Kevin M. Pearson Interim President/CEO

KMP:

R1820-97

Wichita Falls Chamber of Commerce and Industry 2/21/13 11:01 AM

Wichita Falls Chamber of Commerce & Industry 1314 PO Box 1860 Wichita Falls, Texas 76307 (940) 723-2741

NEWS UPCOMING EVENTS

Wednesday - February 20, 2013 Tuesday - February 26, 2013 Weekly Update Leads Group - MSU Dillard College of Business Thursday - February 14, 2013 Wichita Falls in Top 10 Lowest Cost Wednesday - February 27, 2013 of Living Leads Group - Holiday Inn at the Falls For 2012 our city was in the top 10 Thursday - February 28, 2013 Tuesday - February 12, 2013 Gold Coats 50th Anniversary Thornberry Speaking on Sequestration Thursday - February 28, 2013 Congressman Thornberry Speaking on Leads Group - Chase Bank Tower Sequestration F Tuesday - March 05, 2013 more more

This page has been visited 10222 times.

http://www.wichitafallscommerce.com/ Page 1 of 1 Calendar of Events

February 2013 10 Daylight Savings Time begins 11 a.m.–5 p.m. Car, Boat, and RV Show at MPEC 715-5555 18 Presidents Day 11 WFISD Spring Break this week 19 10 a.m. Legislative Event with Congressman Mad Meal Deal Monday (see back page) Thornberry – Courtyard 15 8 a.m. Chamber Executive Committee meeting 4 p.m. Gold Coat Executive Committee meeting at The Wellington 11 a.m. Groundbreaking at Comanche Red River Casino 5:30–7 p.m. Business After Hours (see back page) 16 10 a.m.–5 p.m. Rainbow House “Feel the Heat” event at Trader’s Market 322-7803 20 4 p.m. Legislative Committee meets at The Chamber 5-11 p.m. Just for Fun at the St. Patrick’s Day 22 39th Tornado Alley Racquetball Classic Festival downtown 322-4525 thru 24th 704-7359 17 St. Patrick’s Day 8 a.m. Chamber Board of Directors meeting at The Chamber office 18 Mad Meal Deal Monday (see back page) 11 a.m. Hispanic Networking lunch at Los Tres Amigos 19 5-7 p.m. Business After Hours (see back page) 7:30 p.m. Fun Fridays in February (see back page) 20 First day of Spring 23-24 Arts Alive Home and Garden Show at 22 5–8 p.m. The Kitchen Fish Fry 322-6232 MPEC 767-2787 6–9 p.m. Junior League Attic Affair 692-9797 26 Noon TBW (Texas Business Women) Meeting 696-2442 23 8 a.m.–2 p.m. Junior League Attic Affair 692-9797 27 4 p.m. Legislative Committee meets at The Chamber 9 a.m. Compassion Motorcycle Run 28 5:30 p.m. Gold Coat 50th Anniversary Event at 3 p.m. Community Easter Egg Hunt at Lucy Park Country Club 8 p.m. Symphony performance tonight 723-6202 24 Palm Sunday March 2013 25 Mad Meal Deal Monday (see back page) 26 Legislative Trip to Austin(see page 3) 1 6-8 p.m. “Texoma Women to Watch” Awards Event 27 11:30 a.m. Economic Forum/Wichitan of the Year and Dinner (See page 5) (see front page) 2 8 a.m. TBW (Texas Business Women) State 28 8 a.m. Wake Up Wichita Falls (See back page) Conference (See page 5) 6:30 p.m. Backdoor Theatre Gala at the Country 29 Good Friday Club 322-5000 31 Easter Sunday 3 8:45 a.m.-12:30 p.m. TBW State Conference (See page 5) 4 10:30 a.m.–10 p.m. Mad Meal Deal Monday (see back page) 5 9 a.m. Small Business Award Committee Join a Leads Group Today! meeting at MSU • Tuesday Morning Leads Group meets every Tuesday at 8 a.m. 6 9 a.m.–5 p.m. Farm and Ranch Show at the Bridwell at MSU. Call 785-332-6506 for info • Tuesday Afternoon Leads Group meets at 4 p.m. at The 10 a.m. Ribbon Cutting–Angel Community Kitchen every other Tuesday: Mar. 5 & 19. Services, 6232 Southwest Parkway • Wednesday Morning Leads Group meets at 8:30 a.m. at Holiday 7 9 a.m.–5 p.m. Farm and Ranch Show at the Bridwell Inn at the Falls every other Wednesday: Feb. 27; March 13 & 27. Call 785-332-6506 for info • Thursday Afternoon Leads Group meets every Thursday at 9 9 a.m.–6 p.m. Car, Boat, and RV Show at MPEC 715-5555 4 p.m. at Chase Bank Tower, 5th Floor Conference Room. 10 a.m.–5 p.m. Wheels Under Cover Car Show at Bridwell • Friday Morning Leads Group meets at 8:30 a.m. at Days Inn Call 781-1452 & Suites office every other Friday: Feb. 22; Mar. 8 & 22.

8 The Chamber Newsletter • Febrwuary 2013 www.wichitafallscommerce.com Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 21, 2013

WICHITA FALLS CHAMBER OF COMMERCE AND INDUSTRY PO BOX 1860 WICHITA FALLS, TX 76307-1860

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Franchise tax, as of 01-01-1969 Sales and use tax, as of 07-01-1981 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) The entity is not exempt from hotel occupancy tax.

Texas taxpayer identiﬁcation number: 17511024618

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/21/13 10:59 AM February 21, 2013

Timothy Irvine

Executive Director

TDHCA

1 221 East 11 h Street

Austin, TX 78701

RE: The Reserves at Maplewood

Dear Mr. Irvine"

I' m writing to voice our support for TDHCA Tax Credit Application 13246. The Reserves at Maplewood are to be located on the south side of North Regent Dr. east of NcNiel Ave, Wichita Falls TX 76308.

THE Kitchen dba Senior Citizen Services of North Texas, a 501(c)3 non-profit organization, whose mission is to provide " nutritional meals and complementary services" to the Wichita Falls community. Currently, THE Kitch en serves as parent to a family of distinctly unique programs (The Red Door and Green Door Senior Centers, Meals on Wheels, and Kid's Meals, a partnership with the Wichita Falls Area Food Bank).

We believe that there is a need for housing that is affordable to citizens of modest mean s which The Reserves at Maplewood will help meet. ~~t>~<0 Lkv.7 Kenneth L Haney

President of the Board

THE Kitchen

1000 Burnett

Wichita Falls, TX . 76301 About Us | THE Kitchen http://www.thekitchenwf.org/about-us-2/

About Us Board of Directors Contact Us » Services/Activities

Search this site... Home » About Us About Us

…feeding Our community since 1967

In 1965, The Church of The Good Shepherd provided a building behind its place of worship for seniors of the Wichita Falls community; that building was located at 1107 Burnett Street. Due to the difficulty of locating the facility, the community organizers painted the entry door to the building red, and immediately the directions to the building were easily identifiable, “go down the alley and look for the Red Door.” For the next two years, a number of seniors meet at the “Red Door Senior Center” to fellowship and congregate until a more formal location was established. And on May 15, 1967, the seniors, along with the assistance of several community leaders, founded the Senior Citizens Services of North Texas, and acquired the Temple of Israel Synagogue—located at 1008 Burnett Street— in 1968 to be the new Red Door Senior Center.

1 of 4 2/24/13 1:45 PM About Us | THE Kitchen http://www.thekitchenwf.org/about-us-2/

Over the years, the organization has made significant changes to provide more meals – to combat hunger throughout Wichita Falls, and activities and services – to ensure a viable senior citizen community. As an example, in 2009, the organization, while never forgetting our main constituent – the seniors, developed a strategic partnership to ensure that not only the seniors but the children of Wichita Falls never go hungry. Due to that partnership, the organization realized the growth of its services, and in 2011, decided to change its name to become more encompassing from the Senior Citizens Services of North Texas, to simply, THE Kitchen.

Today, the organization’s mission is to provide “nutritional meals and complementary services” to the citizens of the Wichita Falls community. Currently, THE Kitchen serves as the parent to a family of distinctly unique programs – the Red Door and Green Door Senior Centers, Meals on Wheels program, and the Kid’s Cafe, a partnership with the Wichita Falls Area Food Bank.

We welcome you to tour our site, learn more about our programs, and to contact us for more information. And more importantly, we thank you for stopping by our home and hope that you will considering joining our family, because!

Like many families, Ours gather at THE Kitchen.

GIVE NOW

MISSION

2 of 4 2/24/13 1:45 PM About Us | THE Kitchen http://www.thekitchenwf.org/about-us-2/

THE Kitchen serves the Wichita Falls community by meeting nutritional requirements while providing complementary services and connections to those in need.

VISION

THE Kitchen will educate the Wichita Falls community to recognize and impact the nutritional and social needs of our neighbors.

Corporate Office 1000 Burnett Street Wichita Falls, TX 76301

Mailing Address P.O. Box 1655 Wichita Falls, TX 76307

Main Phone Number 940-322-6232

Main Fax Number 940-242-6212

Recent News

Sequestrations Affects on THE Kitchen “Easy As Pie” – United Supermarkets to help THE Kitchen Shelf Stable Meals to be delivered on Nov. 27 Thanksgiving Dinner Dominique D. Calhoun – Director of Development & Marketing Just $100 Dollars can create significant change in the life of a Senior. Inside Texoma Pt. 2 Inside Texoma Pt. 1

Our Partners

3 of 4 2/24/13 1:45 PM About Us | THE Kitchen http://www.thekitchenwf.org/about-us-2/

What’s Happening at THE Kitchen

February 2013 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 « Dec

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4 of 4 2/24/13 1:45 PM Exemption Veriﬁcation http://aixtcp.cpa.state.tx.us/exemptorgs/address.php?tp_id=175...

February 24, 2013

SENIOR CITIZENS SERVICES OF NORTH TEXAS, INC. PO BOX 1655 WICHITA FALLS, TX 76307-1655

According to the records of the Comptroller of Public Accounts, the following exemption(s) from Texas taxes apply to the above organization(s):

Franchise tax, as of 05-15-1967 Sales and use tax, as of 11-01-1979 (provide Texas sales and use tax exemption certiﬁcate Form 01-339 (Back) to vendor) The entity is not exempt from hotel occupancy tax.

Texas taxpayer identiﬁcation number: 17512427364

This exemption veriﬁcation does not mean that the organization holds a permit for collecting or remitting any Texas taxes.

Exempt organizations must collect tax on most sales. For more information, please see our publication Exempt Organizations. Sales and Purchases (96-122). Online registration is available.

For information concerning sales taxpayer permit status, please use the vendor search we provide online.

Our publications and other helpful information are available on our website. If you need more information, write to us at [email protected], or call us at (800) 252-5555.

1 of 1 2/24/13 1:46 PM 2013 HTC Full Application

Part 2 Tab 8

Supporting Documents: Declared Disaster Area

Office of the Governor Rick Perry - [Proclamation] Gov. Perry Again Extends Disaster Proclamation for Threat of Extreme Wildfires 8/27/12 8:48 AM

Press Release Speech Editorial Governor's Initiatives: Noteworthy DISASTER PREPAREDNESS » AppointmentGov. Perry Again Extends Disaster Proclamation forProclamation Threat of Extreme Wildfires Executive Order Friday,Legislative April 15, 2011 • Austin, Texas • Proclamation Multimedia Recommend 70 Tweet 1 0 Share Archive

RELATED NEWS TO ALL TO WHOM THESE PRESENTS SHALL COME: August 12, 2012 • Austin, Texas • Press Release I, RICK PERRY, Governor of the State of Texas, issued an Emergency Disaster Gov. Perry Activates Texas Military Forces in Palo Pinto County Proclamation on December 21, 2010, as extreme fire hazard posed a threat of August 10, 2012 • Austin, Texas • Proclamation imminent disaster in specified counties in Texas. Gov. Perry Again Renews Proclamation Extending Drought Emergency

July 13, 2012 • Austin, Texas • Proclamation WHEREAS, the extreme fire hazard continues to create a threat of disaster for Gov. Perry Renews Proclamation Extending Drought Emergency

the people in the State of Texas. June 15, 2012 • Austin, Texas • Proclamation Gov. Perry Renews Proclamation Extending Drought Emergency WHEREAS, the state of disaster includes the counties of Anderson, Andrews, View News Archive » Angelina, Aransas, Archer, Armstrong, Atascosa, Austin, Bailey, Bandera, Bastrop, Baylor, Bee, Bell, Bexar, Blanco, Borden, Bosque, Bowie, Brazoria, Brazos, Brewster, Briscoe, Brooks, Brown, Burleson, Burnet, Caldwell, Calhoun, Callahan, Cameron, Camp, Carson, Cass, Castro, Chambers, Cherokee, Childress, Clay, Cochran, Coke, Coleman, Collin, Collingsworth, Colorado, Comal, Comanche, Concho, Cooke, Coryell, Cottle, Crane, Crockett, Crosby, Culberson, Dallam, Dallas, Dawson, Deaf Smith, Delta, Denton, DeWitt, Dickens, Dimmit, Donley, Duval, Eastland, Ector, Edwards, Ellis, El Paso, Erath, Falls, Fannin, Fayette, Fisher, Floyd, Foard, Fort Bend, Franklin, Freestone, Frio, Gaines, Galveston, Garza, Gillespie, Glasscock, Goliad, Gonzales, Gray, Grayson, Gregg, Grimes, Guadalupe, Hale, Hall, Hamilton, Hansford, Hardeman, Hardin, Harris, Harrison, Hartley, Haskell, Hays, Hemphill, Henderson, Hidalgo, Hill, Hockley, Hood, Hopkins, Houston, Howard, Hudspeth, Hunt, Hutchison, Irion, Jack, Jackson, Jasper, Jeff Davis, Jefferson, Jim Hogg, Jim Wells, Johnson, Jones, Karnes, Kaufman, Kendall, Kenedy, Kent, Kerr, Kimble, King, Kinney, Kleberg, Knox, La Salle, Lamar, Lamb, Lampasas, Lavaca, Lee, Leon, Liberty, Limestone, Lipscomb, Live Oak, Llano, Loving, Lubbock, Lynn, Madison, Marion, Martin, Mason, Matagorda, Maverick, McCulloch, McLennan, McMullen, Medina, Menard, Midland, Milam, Mills, Mitchell, Montague, Montgomery, Moore, Morris, Motley, Nacogdoches, Navarro, Newton, Nolan, Nueces, Ochiltree, Oldham, Orange, Palo Pinto, Panola, Parker, Parmer, Pecos, Polk, Potter, Presidio, Rains, Randall, Reagan, Real, Red River, Reeves, Refugio, Roberts, Robertson, Rockwall, Runnels, Rusk, Sabine, San Augustine, San Jacinto, San Saba, Schleicher, Scurry, Shackelford, Shelby, Sherman, Smith, Somervell, Starr, Stephens, Sterling, Stonewall, Sutton, Swisher, Tarrant, Taylor, Terrell, Terry, Throckmorton, Titus, Tom Green, Travis, Trinity, Tyler, Upshur, Upton, Uvalde, Val Verde, Van Zandt, Victoria, Walker, Waller, Ward, Washington, Webb, Wharton, Wheeler, Wichita, Wilbarger, Willacy, Williamson, Wilson, Winkler, Wise, Yoakum, Young, Zapata and Zavala.

THEREFORE, in accordance with the authority vested in me by Section 418.014 of the Texas Government Code, I do hereby renew the disaster proclamation and direct that all necessary measures, both public and private as authorized under Section 418.017 of the code, be implemented to meet that disaster.

As provided in Section 418.016 of the code, all rules and regulations that may http://governor.state.tx.us/news/proclamation/16009/ Page 1 of 2 Office of the Governor Rick Perry - [Proclamation] Gov. Perry Again Extends Disaster Proclamation for Threat of Extreme Wildfires 8/27/12 8:48 AM

inhibit or prevent prompt response to this threat are suspended for the duration of the state of disaster.

In accordance with the statutory requirements, copies of this proclamation shall be filed with the applicable authorities.

IN TESTIMONY WHEREOF, I have hereunto signed my name and have officially caused the Seal of State to be affixed at my Office in the City of Austin, Texas, this the 15th day of April, 2011.

RICK PERRY Governor

CONNECT WITH US

Like 6.6k Follow @TexGov 21.6K followers Google+ LinkedIn YouTube Email Flickr RSS Feeds

http://governor.state.tx.us/news/proclamation/16009/ Page 2 of 2 2013 HTC Full Application

Part 2 Tab 9

Site Information Form Part II

Site Information Form Part II Self Score Total: 45 1. Site Acreage Please identify site acreage as listed in each of the following exhibits/documents. Site Control: 8 Site Plan: 3.92 Appraisal: NA ESA: 8.04 Please provide an explanation of any discrepancies in site acreage below: Note that there is an amendment to the purchase contract that reduces the site acreage from approx 8 acres (to be determined by survey) in the original contract to 3.92 acres, which is the portion of the property that includes the HTC development. The ESA included the entire area of the purchase contract which was 8.04 as determined by survey.

2. Site Control The current owner of the Development Site is (If scattered site, & more than one owner, refer to Scattered Site Info. Tab.): Stephens, BSP, Hirschi, Evans Tom Stephens 3/1/01 Entity Name Contact Name Date of Last Sale 811 Sixth St Wichita Falls TX 76301 Address City State Zip Is the seller affiliated with the Applicant, Principal, sponsor, or any Development Team member? No If "Yes," please explain: NA Did the seller acquire the property through foreclosure or deed in lieu of foreclosure? No Applicant or Applicant Representative Reminder: Identify all of the sellers of the proposed Property for the 36 months prior to the first day of the Application Acceptance Period and their relationship, if any, to members of the Development Team: The current owner has owned the property for 36 months prior to the first day of the Application Acceptance Period. There is no relationship between the seller and any member of the Development team.

Site Control is in the form of: x Contract for sale. Recorded Warranty Deed with corresponding executed closing/settlement statement. Contract for lease.

Expiration of Contract or Option: NA Anticipated Closing Date: 12/10/13

3. Title Commitment/Policy Pursuant to §10.204(11) of the Uniform Multifamily Rules, a Title Commitment or Policy must be provided. x A Title Commitment in the name of the Development Owner as the proposed insured and lists the seller or lessor as the current owner of the Development Site. A title policy that shows the ownership (or leasehold) of the Development Site is vested in the name of the Development Owner.

4. 30% increase in Eligible Basis "Boost" (9% and 4% HTC Only) Development qualifies for the boost for: - Qualified Census tract - Rural Development (Competitive HTC only) - Development is Supportive Housing (Competitive HTC Only) x Development meets the criteria for the Opportunity Index as identified in §11.9(c)(4) of the Qualified Allocation Plan (Competitive HTC only)

Development is non-Qualified Elderly not located in a QCT and is targeted under a Community Revitalization Plan. (Competitive HTC only) 2013 HTC Full Application

Part 2 Tab 10

Supporting Documentation for Site Information Form Part II

Support Documentation from Site Information Part II Should be Included Behind this Tab.

x Site Control Documentation x Title Commitment or Policy Each of the HOME exhibits identified below (as applicable)

Site & Neighborhood Standards (New Construction HOME only) Confirm the following supporting documents are provided behind this exhibit.

Letters on company letterhead from local utility providers confirming the site has access to the following services: water and wastewater, sewer, electricity, garbage disposal and natural gas, if applicable. Statement explaining how the Development will promote greater choice of housing opportunities and avoid undue concentration of assisted persons in areas containing a high proportion of low-income persons. Census data about the city where the proposed site will be located addressing the following: race/ethnicity of the population, poverty, basic counts/population, housing and financial characteristics. Census data can be found at www.census.gov. Documentation included the entire Census tract number for the proposed Development. A statement confirming that travel time and cost via public transportation or private automobile, from the neighborhood to places of employment providing a range of jobs for lower-income workers, is not excessive. This is not applicable for Developments proposing to serve Elderly. 2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: Site Control EARNEST MONEY CONTRACT

THIS CONTRACT is made and entered into effective the date set forth herein, by and between STEPHENS, BSP, HIRSCHI, EVANS ("Seller") and OPG LAND DEVELOPMENT, LLC, and/or ASSIGNS, {"Purchaser"). WITNISSETH:

Property

1.1 Property. Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase and acquire from Seller, upon the terms and conditions and for the consideration hereinafter stated, the following:

(a) That certain tract or parcel of land (the "Land"), and all privileges and appurtenances pertaining thereto, situated in Wichita County, Texas, described as follows:

Approximately 8 acres out of a 14.627 acre tract described as Block 11 Tract E DENTON CSL LG1. Wichita Falls. Wichita County, TX. The Property location is East of McNiel Avenue. South of the proposed extension of Maplewood, and is accessed from Regent Drive, See attached Exhibit A For location of 8 acres within 14.27 acre tract. The lull and final legal description will be incorporated into in Exhibit "A", subsequent to the Survey as provided in Section 3.1 herein, to which reference is hereby made and incorporated herein for all intents and purposes.

(b) all improvements and fixtures situated on the Land; all tangible and intangible personal property of any kind attached to, associated with or used in connection with the ownership, maintenance, or operation of the Land, including all contracts or agreements, indemnities and claims, engineering studies, licenses, permits or similar documents, utility and wastewater capacity reservations, commitments and rights, capital recovery fees and other property (real, personal or mixed), owned or held by Seller which relate to, in any way, the design, construction, ownership, use. maintenance, service, or operation of the Land, all of which shall be conveyed, assigned and transferred to Purchaser at Closing; and all of the right, title and interest of Seller in and to the lands situated within the right-of-way of all roads, streets and alleys adjacent to the Land: all of the foregoing being hereinafter referred to as the "Property".

Purchase Price

2.1 Price. Subject to the provisions of Paragraphs 2.2 and 13.2 below, the consideration (the "Purchase Price") to be paid by Purchaser to Seller for the Property is and shall be the sum of Nine Hundred Thousand Dollars ($900,000.00). The Purchase Price shall be paid by Purchaser to Seller on the Closing Date (specified below) in cash or immediately available funds.

2.2 Separate Consideration. As separate consideration for Seller entering into this Contract. Purchaser has delivered to Seller the sum of $100.00, which consideration shall be deemed earned as of the date of this Contract. Survey

3.1 Survey. Seller shall provide to Purchaser and Title Company (defined below) a boundary survey of the Land (the "Survey") in Seller's possession accompanying field notes (with the surveyor's seal and signature shown thereon reflecting the results of such Survey). The initial survey shall be a boundary survey, and upon Purchaser's receipt of an HTC allocation shall be updated as follows: Purchaser at Purchaser's expense shall have the Survey updated, to encompass the Land. Such field notes shall be incorporated in this Contract upon their completion and approval by Purchaser and shall become the description of the Land referenced herein.

Title and Title Policy

4.1 Title. Within fifteen (15) business days after the date hereof, Seller agrees, to direct ______(the "Title Company") located at ______to deliver to both parties a Commitment for Title Insurance (the "Commitment") in the amount of the Purchase Price covering the Land, together with true, complete and legible copies of all instruments necessary to fully explain the extent, scope and effect of any matters which are listed as title exceptions in the Commitment. At Closing, Purchaser shall cause the Title Company to deliver to Purchaser, at Purchaser's expense, an owner's title policy (the "Title Policy"), which Title Policy shall be in the amount of the Purchase Price and shall guarantee title to the Property to be vested in Purchaser in the form approved by Purchaser as provided herein. Such Title Policy shall be on the printed form prescribed by the State Board of Insurance; provided, however, that: (i) the standard exception pertaining to restrictive covenants shall show only restrictive covenants which do not constitute title objections for purposes of this Contract, (ii) the standard exception relating to area and boundaries (with the exception of shortages in area) shall be deleted at the cost and expense of Purchaser if such deletion is requested by Purchaser, and (iii) the standard exception relating to standby fees and taxes shall be limited to the year in which the Closing occurs and subsequent years (unless such standby fees and taxes have already been paid for the year in which the Closing occurs, in which event such exception shall be limited to the year following the year in which the Closing occurs and subsequent years). In this regard, it is agreed that any title exceptions shown in the Commitment which are not objected to by Purchaser pursuant to Paragraph 4.2 below (or which are subsequently waived by Purchaser as title objections) shall not constitute objections to title and will be permitted exceptions in said Title Policy and in the Deed to Purchaser provided for below.

4.2 Title Review. Purchaser shall have a period of thirty (30) days after Purchaser has received the later of the Survey, the Commitment (accompanied by legible copies of the instruments listed as title exceptions) or the UCC Searches within which to object in writing to any items affecting title to the Land which are disclosed by such items; provided, however, that any liens covering the Land shall constitute title objections whether or not Purchaser specifically objects in writing to such liens. If Purchaser makes (or is deemed to have made) any such objections, then Seller shall have a period of twenty (20) days thereafter, to cure all such objections (other than objections pertaining to liens which may be released on the Closing Date as provided below) to the satisfaction of Purchaser and the Title Company. It is agreed that as to and title objections made by Purchaser (or deemed to have been made). Seller shall have the obligation to use its best efforts to cure such objections. Further, it is understood that Seller shall be obligated to cause all liens covering the Property to be released on or prior to the Closing Date and that Purchaser shall have the right to apply such portion of the Purchase Price as may be required to satisfy the debts secured by any liens covering the Property and obtain releases thereof should any such liens remain unreleased at the time the transaction covered hereby is closed. If any revised Commitment. Survey or UCC Searches, or any amendments thereto, discloses any leases, liens, casements, reservations, restrictions, or other exceptions or encumbrances to Seller's title or the Property in addition to those items previously included on the Commitment, Survey or UCC Searches and approved by Purchaser, those additional items shall be deemed to be title objections and to be defects in Seller's title. In addition. Seller shall promptly notify Purchaser at or prior to the Closing of any claims or other additional leases, liens, easements, reservations, restrictions, exceptions or encumbrances upon the Property, or of any threats or notices of intention to condemn all or any part of the Property, made known to Seller prior to the Closing and which are not specifically listed in the Commitment or the Survey (all of which shall also be deemed title objections for purposes of this paragraph). Seller agrees to give Purchaser written notice of its efforts to cure Purchaser's title objections and the results thereof and will cause to be delivered at or prior to the end of the 20-day period an amended Commitment. Survey and UCC Searches reflecting the cure of such matters. If all title objections are not cured by Seller within said 20-day period (with Seller having taken such curative action as required herein), then Seller shall so notify Purchaser in writing, and Purchaser shall have the right to either: (i) waive any remaining title objections and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser's right to obtain releases of any liens covering the Property as aforesaid), or (ii) terminate this Contract, in which event Purchaser shall be entitled to a return of the Earnest Money and Additional Earnest Money and both parties shall be released from any further obligations hereunder, except as otherwise provided herein.

Review Documents

5.1 Review Documents. Within five (5) business days after the date hereof, Seller shall make available to Purchaser for inspection and copying, at Seller's sole cost and expense, all of the following documents and information within the Seller's possession (collectively, the "Review Documents"):

(a) Pleadings; Notices. All memoranda, letters, notices, documents and pleadings in connection with any actual or threatened lawsuits affecting any of the Property;

(b) Utilities. Any evidence it possesses that all water, sewer, gas, electric, telephone, cable television, drainage facilities, and all other utilities required by law or by the intended use of the Land are installed to the boundary lines of the Land, together with all documents which are in Seller's possession or to which Seller has reasonable access evidencing water & wastewater capacity which has been reserved for use in connection with the Land;

(c) Ad Valorem Tax Bills. Copies of all ad valorem tax bills on the Land for the five (5) years preceding the date hereof:

(d) Development/Engineering Materials. Copies of all marketing, demographic and engineering studies, and reports relating to the soil (including compaction and drainage conditions thereof), if any:

(e) Environmental Reports. All environmental studies or impact reports which are in Seller's possession relating to the Land and of any approvals, conditions, orders or declarations issued by any governmental authority relating thereto; and

(f) Compliance with Laws; Tax Parcel. Any evidence in Seller's possession or to which Seller has reasonable access showing thai the Land and the current and proposed use and operation thereof are in compliance with applicable laws and that the Land is assessed as a separate lax parcel.

Feasibility Study and inspection

6.1 Inspection Period. Purchaser shall have ninety (90) days commencing on the effective date of this Contract (the "Inspection Period") within which to review and investigate the Property and the Review Documents to determine the suitability of the Property for any of Purchaser's intended uses and the feasibility of using the Property for such uses. In connection therewith, and without limiting the generality of the foregoing, during the Inspection Period Purchaser shall have the opportunity to review and investigate the following: (I) the suitability of soil conditions, drainage conditions and other physical aspects of the Property for the use intended by Purchaser; (2) the absence of hazardous or toxic wastes or substances on or under the Property; (3) whether the Property is the habitat for any species of wildlife that is determined to be an endangered species; (4) the availability of all necessary utilities, including water, sewer service, electricity, natural gas and telephone service, to the Property with capacities and location of service suitable for Purchaser's intended use; and (5) the suitability and feasibility of the Property (or any use contemplated by Purchaser, which may include, without limitation, conducting market studies, determining the availability of financing and all necessary licenses, permits and approvals and other general areas of inquiry concerning the Property and any use thereof contemplated by Purchaser. During the Inspection Period and throughout the term of this Contract, Purchaser may seek all necessary approvals from the appropriate local jurisdiction related to the use of the land for multi-family development; to that end. Seller will execute any required application for rezoning, if required to permit multi-family development on the Property. During the Inspection Period and throughout the term of this Contract, Purchaser and its designated agents shall have the right to enter upon the Property and at all times to make soil tests, test borings, topographical and fault studies and other surveys, studies and tests and analyses as Purchaser may desire and Seller agrees to cooperate with all reasonable requests of Purchaser for assistance in connection therewith. Should Purchaser determine during the Inspection Period. IN ITS SOLE DISCRETION, that Purchaser does not desire to purchase the Land or should Purchaser for any other reason decide not to purchase the Property, then Purchaser may terminate this Contract by written notice to Seller given at any time on or before the end of the Inspection Period. In this regard, it is expressly recognized and understood that, NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, PURCHASER, IN THE EXERCISE OP PURCHASER'S SOLE AND ABSOLUTE DISCRETION, MAY ELECT TO TERMINATE THIS CONTRACT, BY GIVING TO SELLER THE WRITTEN NOTICE SPECIFIED ABOVE. It is further understood and agreed that the nature and extent of all such tests and studies of the Land shall be at the sole discretion of the Purchaser, that Purchaser shall not be obligated to conduct any such tests, studies or inspections and the results of such tests or studies or the failure of Purchaser lo conduct any such tests or studies shall have no effect upon Purchaser's right to terminate this Contract as provided above. If this Contract is terminated by Purchaser pursuant to the foregoing provisions or pursuant to Paragraph 10.1 below, then the Earnest Money and Additional Earnest Money referred to below shall be returned to Purchaser and both parties shall be released from any further obligations or liabilities hereunder, except as otherwise expressly provided herein. If this contract is terminated during the Inspection Period, Purchaser agrees to provide to Seller a copy of any inspections, tests, reports or studies performed on the land at no additional cost to Seller. The expenditure of any finds by any party or the undertaking of any action to implement any agreement will not be regarded as a waiver of any rights reserved herein to Purchaser or entitle the party expending funds or taking action to any right to assert reimbursement for damages (except as specifically provided in Paragraphs 6.3 or 8.5 below). Except with regard to the payment of $ 100.00 as provided in Paragraph 2.2. no action, representation or promise by Purchaser shall create an> liability or obligation whatsoever with regard to purchase of the Property unless and until the expiration of the Inspection Period, without prior termination by the Purchaser.

6.2 LIHTC Period. Purchaser shall have a period of one hundred fifty (150) days commencing on the expiration date of the Inspection Period (the "LIHTC Period") within which lo receive approval of its tax credit application. Purchaser agrees to deposit with the Title Company an additional $5,000.00 Earnest Money {"Additional Earnest Money") for the LIHTC Period, which Additional Earnest Money shall be applicable to the purchase price. In the event that Purchaser is denied tax credits during the Inspection Period or LIHTC Period, Seller and Purchaser agree that the Earnest Money and the Additional Earnest Money shall be refunded to the Purchaser. If Purchaser receives an allocation of tax credits sufficient lo fund Purchaser's project, all earnest money shall immediately become non-refundable.

6.3 Damage by Inspection. Purchaser hereby agrees to indemnify and hold Seller harmless from and against any and all actual claims, losses, damages, causes of action, suits and liability (including attorney's fees and court costs) for injury to or death of persons or damage to property directly caused by Purchaser's inspection of the Land. In the event the transaction covered by this Contract is not closed, then Purchaser agrees to restore the Land to its original condition, if changed due to the inspection performed by Purchaser. In no event shall Purchaser be liable for any special or consequential damages.

Closing

7.1 Closing Procedure. Subject to the other terms and provisions herein contained, the transaction covered by this Contract shall be closed (the "Closing") in the offices of the Title Company on or before one hundred twenty (120) days after expiration of the LIHTC Period (the "Closing Date"). The Closing Date may be extended for up to two additional thirty (30) day periods upon the payment directly to the Title Company of a $5,000 extension fee for each extension (the "Additional Earnest Money"). The extension fee(s) will be non-refundable but applicable to the Purchase Price. Purchaser may elect to close earlier than the scheduled Closing Date by giving Seller five (5) days' prior written notice of such earlier date. It is understood that the following shall occur at Closing:

(a) Purchaser shall deliver or cause to be delivered to Seller a cashier's or certified check, or the equivalent thereof, or the check of the Title Company, made payable to the order of Seller in the amount of the Purchase Price as described in Paragraph 2.1 hereof, adjusted as provided for in Paragraph 7.1(g) below, due credit being given for the Earnest Money and Additional Earnest Money for all deposits made pursuant to Paragraphs 6.2. 7.1. and 8.1 hereof.

(b) Seller will deliver evidence reasonably satisfactory to Purchaser and the Title Company that Seller and the persons acting on behalf of Seller are fully authorized and have the capacity to consummate the transaction contemplated by this Contract.

(c) Seller will deliver a certificate in a form acceptable to Purchaser and the Title Company stating that Seller is a United States taxpayer and is not a foreign estate or trust or any other foreign entity or person in accordance with applicable law and the regulations of the Internal Revenue Code of 1986, as amended.

(d) Seller will deliver to Purchaser a properly executed and acknowledged Special Warranty Deed in recordable form conveying title to the Property to Purchaser subject only to the matters allowed by this Contract and complying with all of the provisions contained herein concerning such Deed.

(e) Seller will convey, assign and transfer to Purchaser the tangible and intangible personal property, if any, referred to in Paragraph 1.1(b), and. as to municipal water & wastewater capacity. Seller shall deliver such forms and certificates prescribed by the municipality in which the Property is located in order to accomplish such transfer.

(f) Seller will cause the Title Company to deliver the Title Policy in the form prescribed herein with no exceptions other than as approved by Purchaser.

(g) Seller will furnish certificates evidencing the payment of ad valorem taxes on the Land and payments due in lieu thereof for all years prior to the year in which the Closing occurs: and ad valorem taxes and payments in lieu thereof for the year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date. In this regard, it is agreed that in the event the amount of the ad valorem taxes or payments in lieu thereof for the year in which the Closing occurs is not known on the Closing Date, then the ad valorem taxes and payments in lieu thereof for the year in which the Closing occurs shall be prorated initially on the basis of the ad valorem taxes and payments in lieu thereof for the previous year but that, when the amount of the ad valorem taxes and payments in lieu thereof for the year in which the Closing occurs becomes known, such estimated proration shall be adjusted between the parties hereto (if necessary) so that such proration will be finally based upon the actual ad valorem taxes and payments in lieu thereof for the year in which the Closing occurs.

(h) Seller will execute the Bills Paid Affidavit requested by the Title Company.

(i) Both parties will execute any other documents which may be reasonably necessary to close the transaction covered by this Contract in accordance with the terms and provisions hereof. Actual possession of the Property shall be delivered to Purchaser at the conclusion of the Closing, with no other parties being in possession of the Property, except under the permitted encumbrances set forth in the Deed provided for above.

Earnest Money and Defaults

8.1 Earnest Money. Within five (5) business days after Purchaser's receipt of a fully executed counterpart of this Contract, Purchaser agrees to deposit in escrow with the Title Company as Earnest Money an initial sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00). ( the "Earnest Money"). The Title Company is hereby authorized and directed to keep such Earnest Money invested in an interest bearing account, and the parties agree that the interest earned on such Earnest Money shall be added to and become part of the Earnest Money. In the event the transaction covered by this Contract is closed as herein provided, the parties shall authorize the disbursement of the Earnest Money to be applied to the Purchase Price to be paid for the Property. In the event that Purchaser is denied tax credits during the Inspection Period or LIHTC Period. Seller and Purchaser agree that the Earnest Money and the Additional Earnest Money shall be refunded to the Purchaser. If Purchaser receives an allocation of tax credits sufficient to fund Purchaser's project, all earnest money shall immediately become nonrefundable.

8.2 Seller's Remedies. In the event performance of this Contract is hereafter tendered by Seller and the transaction covered hereby is not consummated as a result of default on the part of Purchaser (Seller not being in default hereunder and all conditions to Purchaser's obligations having been satisfied), then Seller shall have as Seller's sole remedy the right to terminate this Contract and receive the Earnest Money and Additional Earnest Money as liquidated damages (and not as a penalty) for the breach of this Contract by Purchaser (in which event both parties shall be released from any further obligations hereunder, except as otherwise expressly provided herein). In this regard, it is stipulated that the actual amount of any such damages would be difficult if not impossible to determine because of the uncertainties of the real estate market and fluctuating property values and differences of opinion with reference to such matters and that such Earnest Money and Additional Earnest Money is a reasonable estimate by the parties hereto of the damages which Seller will incur in the event of a default hereunder by Purchaser should Seller elect to terminate this Contract as provided above.

8.3 Purchaser's Remedies. In the event performance of this Contract is hereafter tendered by Purchaser and the transaction covered hereby is not consummated as a result of default on the part of Seller (Purchaser not being in default hereunder), then Purchaser shall have as Purchaser's sole remedies the right to either: (i) terminate this Contract, in which event the Earnest Money and Additional Earnest Money, shall be returned to Purchaser and both parties shall be released from any further obligations hereunder except as otherwise expressly provided herein or (ii) enforce specific performance.

8.4 Release of Earnest Money. In the event cither party hereto becomes entitled to receive the Earnest Money and Additional Earnest Money, Seller and Purchaser covenant and agree to promptly execute and deliver, upon request, such releases, instructions or other documents as may be required by the Title Company to allow payment of the Earnest Money and Additional Earnest Money to the party entitled thereto. 8.5 Indemnity. Notwithstanding anything to the contrary contained herein, Seller shall indemnify and hold Purchaser harmless from and against, and reimburse Purchaser with respect to any and all loss, damage, liability, cost or expense, including reasonable attorney's fees, arising out of, by reason of. or in connection with: (i) the breach of any representation or warranty of Seller set forth in this Contract, (ii) the failure of Seller to perform any agreement required by this Contract to be performed by Seller, and (iii) any action, suit, charge, complaint, proceeding or other similar matter arising prior to or subsequent to the date hereof out of or in connection with any transactions or events which occurred on or prior to the Closing Date in connection with the ownership, operation, use or management of the Property. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall indemnify and hold Seller harmless from and against, and reimburse Seller with respect to. any and all loss, damage, liability, cost or expense, including reasonable attorneys' fees, suffered or incurred by Seller by reason of or with respect to any demand, action, suit, charge, complaint, proceeding or other similar matter arising out of or in connection with any transactions or events which occur after the Closing Date in connection with the ownership, operation, use or management of the Property. The provisions of this Paragraph 8.5 shall survive the Closing.

Warranties

9.1 Seller's Warranties. Seller hereby represents and warrants to. and covenants with, Purchaser that:

(a) Seller now has and will have at the Closing good and indefeasible fee simple title to the Land, free and clear of all encumbrances, other than the encumbrances permitted by this Contract and no party except as herein set forth has any rights in. or to acquire, the Property.

(b) Seller has heretofore furnished, or will furnish as required in this Contract, to Purchaser all documents, materials and information in Seller's possession or custody which relate to the Property, including but not limited to the Review Documents, and to the knowledge of Seller, all such documents, materials and information provided by Seller or its agents to Purchaser or its agents are true, correct and complete in all material respects, and Seller shall immediately notify Purchaser of any material change with respect to the Property or any such information heretofore or hereafter furnished to Purchaser with respect to the Property.

(c) From the date hereof until the Closing, Seller shall: (i) maintain the Property in a good and businesslike manner in accordance with sound and prudent business practices, and not commit or permit to be committed any waste to the Property, (ii) not enter into any agreement or instrument, or amend any existing agreement or instrument, with regard to the Property or take any action which would constitute a lien or other encumbrance of the Property, or which would be outside the normal scope of maintaining the Property, all without the prior written consent of Purchaser, (iii) afford Purchaser and its representatives and consultants the continuing right to inspect the Property at all reasonable hours, and to inspect and have access to any and all books, records, contracts, engineering studies and other documents or data pertaining to the condition, ownership or utilization of the Property, and (iv) cooperate with Purchaser prior to Closing to obtain any zoning approvals or changes necessary For Purchaser's intended development of the Property;

(d) All bills and other payments due with respect to the Property have been (and as of the Closing will be) paid and no liens or other claims for the same have been filed or asserted or will be filed or asserted against any part of the Property which are not paid or satisfied or will not be paid or satisfied prior to or at Closing; (e) Seller has the full right, power and authority to execute, deliver and perform this Contract without obtaining any consents or approvals from, or the taking of any other actions with respect to, any third parties, and this Contract, when executed by and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms and neither the execution and delivery of this Contract nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement, indenture, mortgage, deed of trust bank loan or credit agreement or other instrument to which Seller is a party or to which Seller (or the Property) may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against Seller:

(f) There is no action, proceeding, suit or investigation pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental entity affecting the Property, or the ownership, operation, use or condition of the Property, which has resulted or which might result in a change in the present condition of the Property or limit the use of the Property or the development of improvements thereon. To Seller's knowledge, no such action, suit, proceeding or investigation is contemplated or threatened, including, but not limited to any pending, contemplated or threatened action, suit, proceeding or investigation with regard to condemnation, eminent domain or offers of just compensation by or on behalf of any governmental or other entity having the power of eminent domain.

(g) Seller has no information or knowledge of any change contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent or neighboring landowners or any natural or artificial condition upon the Property which would have a material adverse effect upon the Property, its intended use or value. There is no significant adverse factor or condition relating to the Property known to Seller which has not been specifically disclosed in writing to Purchaser by Seller, and Seller knows of no fact or condition of any kind or character whatsoever which adversely affects Purchaser's intended use of the Property;

(h) The Property is not currently being used and Seller has no actual knowledge that it has ever been used for the discharge, dispersal, storage, disposal, treatment, use, manufacture, generation, release or transportation of any Hazardous Substance (herein defined). For the purposes of this Contract the term "Hazardous Substance" shall mean, without limitation, (i) those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances", or "solid waste" in the applicable local, state or federal laws, rules, regulations, ordinances, orders or other requirements and in the regulations promulgated pursuant to said laws, as the same may be amended from time to time, (ii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and any amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR part 302 and any amendments thereto), (iii) such other substances, materials and wastes which are or become regulated or which are or become classified as hazardous or toxic under applicable local, state or federal laws, rules, regulations, ordinances, orders or other requirements and (iv) any material, waste or substance which is or contains (A) asbestos; (B) polychlorinated biphenyl; (C) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sections 1251 et seq.. (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §1317). or any amendments to the foregoing; (D) explosives; ill) radioactive materials; (F) gasoline, diesel fuel, kerosene, oil, petroleum and byproducts and derivatives thereof not contained in a properly registered, permitted and structurally sound aboveground storage tank upon the Property;

(i) Seller has received no notice, written or oral, to the effect that the Properly is the habitat for any species of wildlife indigenous to Texas that is listed on the United States List of Endangered Native Fish and Wildlife published under authority of the Endangered Species Act, 16 U.S.C.A. Section 1531 et seq.

(j) During the term of this Contract Seller (i) shall not contract to sell the Property to any other person; (ii) shall inform any such prospective purchaser inquiring as to the status of the Property that it is under contract of sale to Purchaser.

(k) Seller has all governmental approvals, licenses and permits required for its present use and occupancy of the Property, all of which licenses, approvals and permits have been duly issued and are now in good standing with no unsatisfied condition or qualification and all such licenses, approvals and permits are fully assignable and will be fully assigned by Seller to Purchaser al Closing; no consent or approval of any federal, state, or local government, court, bureau, department, commission or agency is required to permit Seller to execute, deliver or perform the transactions contemplated under this Agreement.

(I) Adequate easements for ingress and egress, if any. shall be provided for both vehicular and pedestrian traffic to and from the Land and each adjoining street, road or highway: and all routes of ingress and egress to and from the l^and. to the extent they pass through adjoining land, do so in perpetual easements which constitute part of the Property and will be conveyed to Purchaser at the Closing and will inure to the benefit of Purchaser.

When reference is made in this Article 9 to Seller's "knowledge" or "belief", such terms shall include the knowledge and belief of Seller's employees and agents, and each representation or warranty which is limited to Seller's "knowledge" and/or "belief is made with the understanding that Seller has examined whatever sources of information are reasonably accessible to Seller in order to verify the truth and accuracy of such representations and warranties. Seller acknowledges that Purchaser has relied and will rely on such representations and warranties in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract, and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event of any change affecting any of such representations and warranties. The representations, warranties and covenants of Seller contained in this Contract shall be true and correct as of the day of Closing or. to the extent applicable, performed in all respects, and shall survive the Closing and shall not merge with the documents of conveyance.

9.2 Purchaser's Warranties. Purchaser represents and warrants to Seller that Purchaser:

(a) Purchaser has the full right, power and authority to execute, deliver and perform this Contract without obtaining any consents or approvals from, or the taking of any other actions with respect to. any third parties, and this Contract, when executed by and delivered by Purchaser and Seller, will constitute the valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms and neither the execution and delivery of this Contract nor the consummation of the sale provided for herein will constitute a violation or breach by Purchaser of any provision of any agreement, indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Purchaser is a party or to which Purchaser may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against Purchaser.

Conditions

10.1 Conditions to Obligations. It is specifically acknowledged thai the obligations of Purchaser hereunder are subject to the following conditions:

(a) The performance of each of the covenants and obligations of Seller under this Contract:

(b) The truth and correctness of each of the representations and warranties of Seller made herein:

(c) The delivery of those items to be delivered by Seller at Closing and during the Inspection Period and LIHTC Period as provided in this Contract: (d) The expiration of the Inspection Period and LIHTC Period without Purchaser having terminated this Contract pursuant to Paragraph 6.1 above:

Purchaser may terminate this Contract and receive the Earnest Money and Additional Earnest Money at any time should any of the foregoing conditions be unsatisfied as of the date required in this Contract for such conditions to be satisfied such that, as of the Closing. Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required b\ this contract to be performed, observed, and complied with by Seller prior to or as of the date of Closing. The waiver of any of the obligations provided above may be made by Purchaser in its sole and absolute discretion and then only in writing actually signed by Purchaser specifically acknowledging such waiver. Notwithstanding any provision in this Contract to the contrary. Purchaser, in the exercise of Purchaser's sole and absolute discretion, may elect to terminate this Contract, by giving Seller written notice to such effect in the event any of the foregoing conditions are unsatisfied as of the date required under this Contract for such conditions to be satisfied.

10.2 Offer. The presentation of this Contract for consideration shall not be considered as or relied upon as an offer. Any action taken by Seller or Purchaser prior to the complete and final execution of this Contract shall be taken at the sole risk and expense of the party taking such action and without reliance upon the existence of any binding agreement, express or implied.

10.3 Roadway Access. Both parties acknowledge the current proposed plans for the City of Wichita Falls to extend Maplewood Drive through the parent 14.627 acre parcel. Purchaser, at purchaser's expense will pursue and make application to the governing boards and TIF districts for the extension of this roadway. Seller agrees to participate in any application process if required by the City.

Notices

11.1 Notices. All notices and other communications ("notices") from one party to the other pertaining to this Contract shall be given in writing and shall be deemed received the day after the same are sent by certified or registered United States mail, or through any nationally recognized overnight delivery service, with all postage and delivery charges prepaid, addressed to the party to receive such notices at the address set forth below. Notices given in any other manner shall be effective only as and when actually received by the party for whom such notices arc intended; and if such notices are sent by facsimile or email transmission, such notices shall be effective upon receipt of electronic confirmation of receipt during normal business hours of the recipient. All notices to Seller shall be addressed as follows;

SELLER: Tom Stephens

811 Sixth St.

Wichita Falls, Texas 76301

Cell-940-781-4204

All notices to Purchaser shall be addressed as follows:

Overland Property Group, LLC 534 S. Kansas Ave. Suite 900 Topeka, Ks 66603 (785) 371-1663 Office (785) 371-1659 fax

11.2 Change of Address. Either party may designate from time to lime, upon ten (10) days' advance written notice to the other, a different address with respect to notices to be furnished such party.

Closing Costs

12.1 Closing Costs. Seller agrees to pay the legal fees of the attorneys representing Seller in the transaction covered by this Contract, and Purchaser agrees to pay the legal fees of the attorneys representing Purchaser in the transaction covered by this Contract. Seller will furnish at Seller's cost the closing documents and Title Policy provided for herein, and Purchaser will pay the cost of recording such documents. Any escrow fees charged by the Title Company shall be divided equally between Seller and Purchaser, and any costs not specifically covered by this Contract shall be borne in the same manner as is customary in Wichita County, Texas in connection with the sale of real estate of the type covered by this Contract.

12.2 Legal Fees. In the event either party hereto institutes legal action against the other party under or with respect to this Contract (including suit for the recovery of the Earnest Money and Additional Earnest Money), the party who prevails in such action shall be entitled to recover from the other party all court costs and reasonable attorneys' fees incurred in connection therewith.

Condemnation

13.1 Condemnation. In the event any proceeding should he commenced for the taking in condemnation or under the power of eminent domain or any offer made in lieu of condemnation or eminent domain of any portion of the Property (a "Condemnation Proceeding"). Seller shall promptly give written notice of and full information concerning such Condemnation Proceeding to Purchaser and shall thereafter keep Purchaser fully informed concerning such Condemnation Proceeding. Purchaser shall have the right to terminate this Contract or to proceed with the Closing. Should Purchaser terminate this Contract as a result of any such Condemnation Proceeding, the Earnest Money and Additional Earnest Money shall he returned to Purchaser and both parties shall be released from any further obligations hereunder.

13.2 Condemnation Proceeds. If Purchaser does not elect to terminate this Contract as a resolution such Condemnation Proceeding and the Land is purchased while such condemnation Proceeding is pending, then Purchaser shall be substituted for Seller as a defendant in such proceedings. In the event such Condemnation Proceeding is concluded while Seller is still the owner of the Land and Seller receives the condemnation award or payment in lieu thereof, then the Purchase Price shall be reduced by the amount of such condemnation award or payment in lieu thereof. If Seller has not received the condemnation award or payment in lieu thereof at the time of Closing, then the Purchase Price shall remain unchanged and Seller shall assign to Purchaser all of the right, title and interest of Seller in such condemnation award or payment in lieu thereof. Seller agrees that Purchaser shall have the right, at its expense, to participate and assist Seller in any such Condemnation Proceeding.

Commissions

14.1 Commissions. In the event of the actual consummation of the transaction described in this Contract, and only in such event. Seller agrees to pay in cash upon the Act of Sale (Closing), a brokerage commission of -5% of the Purchase Price for professional services rendered to Andy Lee (the "Broker") under separate agreement. Seller hereby agrees to defend, indemnify, and hold harmless Purchaser, and Purchaser hereby agrees to defend, indemnify and hold harmless Seller, from and against any claim by third parties (other than the Broker) for brokerage, commission, finders or other fees relative to this Contract for the sale of the Property, and any court costs or attorneys fees or other costs or expenses arising therefrom, and alleged to be due by authorization of the indemnifying party.

Miscellaneous

15.1 Headings. The various headings of the sections of this Contract are for purposes of convenience and reference only and shall not be construed to explain or modify the meaning of the provisions hereof Whenever the context requires, the gender of all words used in this Contract shall include the masculine, feminine and neuter, the singular shall include the plural, and the plural shall include the singular.

15.2 Severability. If any provision of this Contract or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties hereto as contained herein, the remainder of this Contract and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

15.3 Governing Laws. This Contract, and all of the rights and duties of the parties arising from or relating in any way to the subject matter hereof or the transaction contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Texas (excluding any conflicts-of-law rule or principle that might refer the construction of this Contract to the laws of another jurisdiction); and all obligations of the parties created hereunder shall be performable in Wichita County, Texas.

15.4 No Partnership. Nothing contained in this Contract is intended to, or shall, or shall be deemed to, create a joint venture or partnership of any kind between the parties hereto, or any relationship other than that of a seller and purchaser of the Property.

In no event shall Purchaser have any liability or obligation whatsoever with respect to any debts, obligations or liabilities of the Property or of the Seller unless and until Purchaser shall become the owner of the Property and agree in writing to expressly assume such obligations or liabilities.

15.5 Binding Effect. This Contract shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

15.6 Time. Time is of the essence of this Contract: provided, however, if the date for performance of any of Seller's or Purchaser's obligations hereunder shall tall on a Saturday, Sunday or locally or nationally recognized holiday (including, but not limited to. Good Friday, the Wednesday before and the Friday after Thanksgiving, December 23rd, 24th. 26th, 30th and January 2nd) performance of such obligation shall be extended to the next occurring business day. 17 15.7 Amendments. The Contract embodies the entire agreement of the parties hereto and may not be amended other than by written agreement executed by the party intending to be bound. Notwithstanding the terms of Paragraph 14.1. the joinder of the Broker shall not be required for any amendment lo this Contract, including, without limitation, any change in the Purchase Price.

15.8 Assignment. Purchaser shall have the right to assign this Contract and all of its rights hereunder to any person, firm, corporation, partnership or entity affiliated with or controlled by Purchaser without the consent of Seller.

WITNESS the execution hereof in multiple copies, each of which shall be an original for all purposes, as of the last date affixed on the signatures of the Seller and the Purchaser as written below. ("Effective Date")

BUYER:

OPG Land Development, L.L.C.

By: Date: ______Name: Brett Johnson Title: Partner

SELLER:

By: Date: ______Name: Tom Stephens Title:

By: Date: ______Name: Dick Bundy Title:

By: Date: ______Name: John Hirschi Title:

By: Date: ______Name: Bronson Evans Title: Dec 18 12 11 :30a Evans 8302383758 l 2 /l3 / 2Ql 2 THO 17 : 31 PAX p.1

17 15.7 Amendment:~. The Contract embodies the entire agreement of the parties hereto and may not b~ amc11ded other than by v.-ritten agreement executed by the pmiy inrending 10 be bound. Notwithstanding the terms of Paragraph_j.1J.. the joinder of tbc Broker shall not be tequired. for any amendment lo this Contract, including, without limitation, any change in the Purchase Price.

15.8 Assignment Purchaser shall have the right to assign this Contract and al l of its rights hereunder to any person, finn, corporation, partnership or entity affiliated with or controlled by Purchaser without the consent of Seller.

WIT.!\BSS the execution l1ercof in multiple copies, each of which shall be m1 original for all purposes, as of the last date afiixed on the signatures of the Seller and tile Purchaser as written below. ("EiTective Date")

BUYER:

OPG Land De-velopment, L.L.C. By~k Date: j2/4/2012 Name: Brclt Johnson Title: Parlner

SELLER: /(a ~JJ £Vthls I

By: ~£Ch~ · Date: I:L/; ~ /:z_al ~ Namc:/?,.1-~N tS ./Atv.S Title: ------17 15.7 Amendments. The Contract embodies the entire agreement of the parties hereto and may not be amended other than by written agreement executed by the party intending to be bound. Notwithstanding the terms of Paragraph 14.1. the joinder of the Broker shall not be required for any amendment lo this Contract, including, without limitation, any change in the Purchase Price.

WITNESS the execution hereof in multiple copies, each ofwhich shall be an original for all purposes, as of the last date affixed on the signatures of the Seller and the Purchaser as written below. ("Effective Date")

BUYER:

OPG Land Development, L.L.C. By:~V Date: ----- Name: Brett Johnson Title: Partner

SELLE~ By:~ Date: }d. ~"]-1~ Name: Tom Stephens Title: ------

By: Date: _____ Name: Dick Bundy Title:

By: ------ Date: ----- Name: John Hirschi Title: 17 15.7 Amendments. The Contract embodies the entire agreement of the parties hereto and may not be an1ended other than by written agreement executed by the party intending to be bound. Notwithstanding the terms of Paraf!faph 14.1. the joinder of the Broker shall not be required for any amendment lo this Contract, including, without limitation, any change in the Purchase Price.

15.8 Assignment. Purchaser shall have the right to assign this Contract and all of its rights hereunder to any person, fim1, corporation, partnership or entity affiliated with or controlled by Purchaser without the consent of Seller.

WITNESS the execution hereof in multiple copies, each of which shall be an original for aU purposes, as of the last date affixed on the signatures of the Seller and the Purchaser as written below. ("Effective Date")

BUYER:

OPG Land Development, L.L.C. By:~ Date: ----- Name: Brett Johnson Title: Partner

SELLER:

By: ------ Date: ----- Name: Tom Stephens Title: --+-----"-.---+::::-----:------

By: --~~~L+~~~~------ Date: -"-'~-~--='----!..~ Name: Dick Bundy ::le: ~»:::~~ Date?"'i2 - J ~ - J·-z_ Name: John Hirschi Title: e~~ FIRST AMENDMENT

To Earnest Money Contract

THIS AMENDMENT is to that certain Real Estate Sales Contract (the "Contract) dated December 12, 2012 by and between STEPHENS, BSP, HIRSCHI, EVANS herein defined as "Seller", and OPG Land Development, LLC and / or assigns herein defined as "Buyer" and pertaining to: Approximately 8 acres out of a 14.627 acre tract described as Block 11 Tract E DENTON CSL LGI. Wichita Falls. Wichita County, TX.

Earnest money in the amount of $5,000 and consideration of $100 has been deposited with Title Company and notwithstanding the provisions of paragraph 8.1 and 2.2 of the Earnest Money Contract requiring money deposit to have been made by January 12, 2013 and consideration by December 12, 2012, the Earnest Money Contract is in full force and effect.

~~ OPG Land Development, LLC By Brett Johnson

5 ~p,, ST:P:~ HIRSCHI, EVANS By Tom Stephens - Managing Partner Receipt of Deposit , Company: Landmark Title Company File No, 58979 1 Eureka Circle Receipt Number: 62128 Wichita Falls, TX 76308 Type of Funds: Check #1019 Reference Number: First Bank

Date: January 22, 2013

Payor: Overland Property Group LLC

Amount: $5,000.00

Description: Earnest Money Receipt of Deposit Company: Landmark Title Company File No. 58979 1 Eureka Circle Rece'1pt Number: 62236 Wichita Falls, TX 76308 Type of Funds: Check #1019 Reference Number: First Bank

Date: January 30, 2013

Payor: Overland Property Group LLC

Amount: $100.00

Description: Separate Consideration

Received By (print): __S=--~----"-~--"--~-'-"-r-t/1/--=-~·J'-',/YJ-""--

Receiver's Signature:~~~ Contract Assignment

Date: February 7th, 2013

Assignor: OPG Land Development, LLC.

Assignee: OPG Maplewood Partners, LLC.

Contract being assigned herein: All right title and interest of Assignor in and to that certain Real Estate Sale Contract by and between OPG Land Development, LLC, a Kansas limited liability company (therein the "Seller") and Assignor (therein the "Buyer") made and entered into on February 7th, 2013. Said Contract is for the purchase of that certain tract of real property located at:

Approximately 8 acres out of a 14.627 acre tract described as Block 11 Tract E DENTON CSL LG1. Wichita Falls. Wichita County, TX. The Property location is East of McNiel Avenue.

NOW THEREFORE, in consideration of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt of which is acknowledged, Assignor assigns, sells, conveys and transfers to Assignee, all Assignor's right, title and interest in the Contract and Assignee agrees to assume Assignor's obligations under the Contract.

Assignee: OPG Maplewood Partners, LLC

By: ______

Printed Name: Brett Johnson Printed Title: Partner

Assignor: OPG Land Development, LLC.

By: Printed Name: Brett Johnson Printed Title: Partner

Contact Assignment Paeclofl Second Amendment

To Option Contract, Land and Price

THIS AMENDMENT is to the certain Real Estate Sales Contract (the "Contract") dated December 12, 2012 by and between STEPHENS, BSP, HIRSCHI, EVANS herein defined as "Seller", and OPG Land Development, LLC and as assigned to OPG Maplewood Partners, LLC, herein defined as "buyer" and pertaining to: Approximately 8 acres out of a 14.627 acre tract described as Block 11 Tract E DENTON CSL LG1. Wichita Falls. Wichita County, TX.

Land and purchase price shall be amended as follows: Land shall include 3.92 acres of the original 8 acres as shown in attached EXHIBIT A, which will be purchased fo r $800,000.

BUYER:

OPG Maplewood Partners, LLC BY Brett Johnso

STEPHENS, BSP, HIRSCHI, EVANS BY Tom Stephens- Managing Partner 2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: Title Commitment

THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW.

COMMITMENT FOR TITLE INSURANCE

58979 OPG MAPLEWOOD PARTNERS, LLC

ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY

We, Fidelity National Title Insurance Company, will issue our title insurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and expedited delivery expenses.

This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires.

TX3023 58979 OPG MAPLEWOOD PARTNERS, LLC

Landmark Title Company I Eureka Circle Wichita Falls, TX 76308 Tel: (940) 723-6605 Fidelity National Title Insurance Company Fax: (940) 723-9506

By:

ATIEST President

Authorized Signature Sccrer:t.ty Phillip N. Lam, President mm

CONDITIONS AND STIPULATIONS I. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notifY us affects our liability. If you do notifY us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you, and others who are included in the definition oflnsured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, and Exclusions.

Fonn No. 27C\3443 (1112009) Commitment For Title Insurance (T-7) COMMITMENT FOR TITLE INSURANCE Issued By Fidelity National Title Insurance Company

SCHEDULE A

Effective Date: February 25, 2013, 7:00am GF No. 58979 Commitment No. issued February 26, 2013, 7:00am I. The policy or policies to be issued are: (a) OWNER'S POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one-to-four family residential real estate) Policy Amount: $800,000.00 PROPOSED INSURED: OPG Maplewood Partners, LLC (b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE -ONE-TO-FOUR FAMILY RESIDENCES (Form T-IR) Policy Amount: PROPOSED INSURED: (c) LOAN POLICY OF TITLE INSURANCE (Form T-2) Policy Amount: PROPOSED INSURED: Proposed Borrower: (d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R) Policy Amount: PROPOSED INSURED: Proposed Borrower: (e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) Binder Amount: PROPOSED INSURED: Proposed Borrower: (f) OTHER Policy Amount: PROPOSED INSURED: 2. The interest in the land covered by this Commitment is: Fee Simple

3. Record title to the land on the Effective Date appears to be vested in: Bronson Evans and Karen Evans, John M. Hirschi, Thomas P. Stephens, BSP Properties, a Texas limited liability company

4. Legal description of the land: FIELD NOTES OF A 3.92 ACRE TRACT OUT OF A TRACT OF LAND CONVEYED TO BSP PROPERTY, ET AL, BY DEED RECORDED IN VOLUME 2236, PAGE 839, OFFICIAL PUBLIC RECORDS OF WICHITA COUNTY, TEXAS, AND OUT OF BLOCK 11, DENTON COUNTY SCHOOL LAND, LEAGUE 1, ABSTRACT 58, WICHITA FALLS, WICHITA COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

BEGINNING AT AN IRON ROD FOUND AT THE NORTHEAST CORNER OF LOT 1A, BLOCK 63, FOUNTAIN PARK, SECTION 8-D, AS RECORDED IN VOLUME 27, PAGE 119, WICHITA COUNTY PLAT RECORDS, AND IN THE WEST LINE OF SAID BSP PROPERTY TRACT, FOR THE NORTHWEST CORNER OF THIS TRACT;

THENCE S 86° 37' 17" E A DISTANCE OF 462.77 FEET TO A POINT FOR THE NORTHEAST CORNER OF THIS TRACT;

THENCE S 02° 53' 47" E A DISTANCE OF 66.03 FEET TO AN ANGLE POINT;

THENCE S 02° 21' 20" E A DISTANCE OF 94.37 FEET TO AN ANGLE POINT;

THENCE S 02° 28' 12" E A DISTANCE OF 198.17 FEET TO A POINT FOR THE SOUTHEAST CORNER OF

FORM T-7: Commitment for Title Insurance Pagel Continuation of Schedule A GF No. 58979

THIS TRACT;

THENCE S 89° 44' 56" W A DISTANCE OF 49.64 FEET TO AN IRON ROD SET FOR AN ANGLE CORNER;

THENCE S 89° 44' 56" W AT 33.29 FEET PASS A NAIL FOUND AT THE NORTHEAST CORNER OF LOT 8, BLOCK 63, FOUNTAIN PARK, SECTION 8-D, AS RECORDED IN VOLUME 26, PAGE 183, WICHITA COUNTY PLAT RECORDS AT 133.36 FEET PASS AN IRON ROD FOUND AT THE NORTHWEST CORNER OF SAID LOT 8 AND THE NORTHEAST CORNER OF LOT 7, BLOCK 63, FOUNTAIN PARK, SECTION 8-D AS RECORDED IN VOLUME 25, PAGE 341, WICHITA COUNTY PLAT RECORDS AND CONTINUING ON THE SAME COURSE WITH THE NORTH LINE OF SAID LOT 7, A TOTAL DISTANCE OF 300.59 FEET TO A SPIKE NAIL SET AT THE NORTHWEST CORNER OF SAID LOT 7 AND THE NORTHEAST CORNER OF LOT 6, BLOCK 63, FOUNTAIN PARK, SECTION 8-D, AS RECORDED IN VOLUME 25, PAGE 199, WICHITA COUNTY PLAT RECORDS, FOR AN ANGLE CORNER OF THIS TRACT;

THENCE N 83° 28' 16" W WITH THE NORTH LINE OF SAID LOT 6, A DISTANCE OF 111.40 FEET TO A MAG NAIL AT AN "X" IN CONCRETE AT THE SOUTHEAST CORNER OF LOT 3B, BLOCK 63, FOUNTAIN PARK, SECTION 8-D AS RECORDED IN VOLUME 27, PAGES 443-444, WICHITA COUNTY PLAT RECORDS, FOR THE MOST WESTERLY SOUTHWEST CORNER OF THIS TRACT;

THENCE N 02° 28' 12" W WITH THE EAST LINE OF SAID LOT 3B, A DISTANCE OF 167.64 FEET TO AN IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID LOT 3B AND THE SOUTHEAST CORNER OF LOT 2A, BLOCK 3B, FOUNTAIN PARK, SECTION 8-D AS RECORDED IN VOLUME 27, PAGES 443-444, FOR AN ANGLE CORNER OF THIS TRACT;

THENCE N 02° 21' 20" W WITH THE EAST LINE OF SAID LOT 2B, A DISTANCE OF 92.66 FEET TO AN IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID LOT 2B AND THE SOUTHEAST CORNER OF SAID LOT 1A, FOR AN ANGLE CORNER OF THIS TRACT;

THENCE N 02° 53' 47" W WITH THE EAST LINE OF SAID LOT 1A, A DISTANCE OF 114.45 FEET TO THE PLACE OF BEGINNING AND CONTAINING 3.92 ACRES OF LAND.

NOTE: THE COMPANY IS PROHIBITED FROM INSURING THE AREA OR QUANTITY OF THE LAND DESCRIBED HEREIN. ANY STATEMENT IN THE ABOVE LEGAL DESCRIPTION OF THE AREA OR QUANTITY OF LAND IS NOT A REPRESENTATION THAT SUCH AREA OR QUANTITY IS CORRECT, BUT IS MADE ONLY FOR INFORMATIONAL PURPOSES AND DOES NOT OVERRIDE ITEM 2 OF SCHEDULE B HEREOF.

Countersigned Landm~Company

By ~ z___------Authorized Stgnature Phillip N. Lam, President mrn

FORM T-7: Commitment for Title Insurance Page 2 COMMITMENT FOR TITLE INSURANCE Issued By Fidelity National Title Insurance Company

SCHEDULER

EXCEPTIONS FROM COVERAGE

In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from:

1. The follewieg restrie!ive eeveeaB!s sf reeerd i!emizeEI b~s! either ieser! SJleeifie reeeraillg data er Elele!e !his """"Jl!iee): 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner's Policy only.)

4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities,

a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

b. to lands beyond the line of harbor or bulkhead lines as established or changed by any government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area.

(Applies to the Owner's Policy only.)

5. Standby fees, taxes and assessments by any taxing authority for the year 2013, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Loan Policy (T -2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year __ and subsequent years.")

6. The terms and conditions of the documents creating your interest in the land.

7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Loan Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.)

8. Liens and leases that affect the title to the land, but that are subordinate to the lien ofthe insured mortgage. (Applies to Loan Policy (T-2) only.)

9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy (T- 2R). (Applies to Texas Short Form Residential Loan Policy (T-2R) only. Separate exceptions I through 8 of this Schedule B

FORM T -7: Commitment for Title Insurance Page 3 Continuation of Schedule B GF No. 58979

do not apply to the Texas Short Form Residential Loan Policy (T-2R).

10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.):

a. Easement dated March 9, 1961, from Skyline Developers, Inc. to Southwestern Bell, recorded in Volume 824, Page 530, Wichita County Deed Records.

b. Easement Modification by Skyline Developers, Inc. and Southwestern Bell, recorded in Volume 1153, Page 610, Wichita County Deed Records.

c. Easement dated May 24, 1978, from Skyline Developers, Inc., recorded in Volume 1248, Page 181, Wichita County Deed Records.

d. Easement dated December 13, 1979, from Skyline Developers, Inc. to Texas Electric Service Company, recorded in Volume 1288, Page 353, Wichita County Deed Records.

e. Easement dated October 8, 1985, from Skyline Developers, Inc. to Southwestern Bell, recorded in Volume 1419, Page 233, Wichita County Deed Records.

f. Easements for existing sewer lines as shown on the site survey dated February 6, 2012, prepared by Biggs & Mathews, Inc.

g. Easement dated April1, 1969, from Skyline Developers, Inc. to City of Wichita Falls, recorded in Volume 1058, Page 107, Wichita County Deed Records.

h. Easement dated February 9,1983, Skyline Developers, Inc. to City of Wichita Falls, recorded in Volume 1349, Page 219, Wichita County Deed Records.

i. A 25 foot building limit line and a 5' right-of-way dedication across North property line as shown on the survey prepared by Corlett, Probst & Boyd, P.L.L.C. and dated February 26, 2013.

j. Rights of parties in possession.

k. All visible and apparent easements on or across the subject property, the existence of which does not appear of record.

Owner Policy:

Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this policy if such liens have been filed with the County Clerk of Wichita County, Texas prior to the date hereof.

Liability hereunder at the date is limited to $ . Liability shall increase as contemplated improvements are made, so that any loss payable hereunder shall be limited to said sum plus the amount actually expended by the Insured as improvements at the time the loss occurs. Any expenditures made for improvements, subsequent to the date of this policy, will be deemed made as of the date of this policy. In no event shall the liability of the Company hereunder exceed the face amount of this policy. Nothing contained in this paragraph shall be construed as limiting any exception or any printed provision of this policy. (OWNER POLICY ONLY) (EXCEPTION MAY BE DELETED IF PROPOSED TRANSACTION DOES NOT INCLUDE COST OF CONTEMPLATED IMPROVEMENTS, CONSTRUCTION OR REPAIRS).

Loan Policy:

FORM T-7: Commitment for Title Insurance Page4 Continuation of Schedule B GFNo. 58979

Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this Policy if such liens have been filed with the County Clerk of Wichita County, Texas, prior to the date hereof.

Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A hereof, this policy insures only to the extent of the amount actually disbursed, but increases as each disbursement is made in good faith and without knowledge of any defects in, or objections to, the title up to the face amount ofthe policy. Nothing contained in this paragraph shall be construed as limiting any exception under Schedule B, or any printed provision of this policy. (LOAN POLICY ONLY) (EXCEPTION MAY BE DELETED IF PROPOSED TRANSACTION DOES NOT INCLUDE COST OF CONTEMPLATED IMPROVEMENTS, CONSTRUCTION OR REPAIRS AND LOAN PROCEEDS ARE FULLY DISBURSED).

FORM T-7: Commitment for Title Insurance Page 5 COMMITMENT FOR TITLE INSURANCE Issued By Fidelity National Title Insurance Company SCHEDULEC

Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: l. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record.

2. Satisfactory evidence must be provided that:

a. no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A,

b. all standby fees, taxes, assessments and charges against the property have been paid,

c. all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, subcontractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property,

d. there is legal right of access to and from the land,

e. (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage.

3. You must pay the seller or borrower the agreed amount for your property or interest.

4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment.

5. Deed of Trust dated February 12, 1999, executed by G.B.N. Inc. et al, securing Skyline Developers, Inc. in the payment of one note of even date therewith in the principal sum of$976,000.00, recorded in Volume 2072, Page 213, Official Public Records of Wichita County, Texas. (RELEASE REQUIRED)

6. Require corporate resolutions approving subject transaction.

7. Require Good Standing with Secretary of State.

8. We are advised that Bronson Evans is deceased. Require certified copy of probate proceedings be furnished for review and recording. Further requirements may be made after review of such information.

9. Require dedication of Regent Drive Extension sufficient to provide legal access to the land.

Pursuant to Article 9.39A of the Texas Title Insurance Code funds owed at closing by any party shall be "Good Funds", as defined in Rule P-27. Note to all buyers, sellers, borrowers, lenders and all parties interested in the transaction covered by this commitment. The following constitutes a major change in the procedures and requirements for disbursement of funds by the title agent pursuant to this transaction: NOTICE: Effective August 1, 1988, the State Board oflnsurance has adopted procedural Rule P-27 which REQUIRES THAT "GOOD FUNDS" BE RECEIVED AND DEPOSITED BEFORE A TITLE AGENT MAY DISBURSE from its trust fund account. The term "GOOD FUNDS" is defined as: (1) Cash or wire transfers; (2) Certified Funds, including certified checks and cashier's checks; (3) Uncertified Funds in amounts less than $1500.00, including checks, traveler's checks, money orders and negotiable orders of withdrawal; Provided multiple items shall not be used to avoid the $1500.00 limitation; and (4) Uncertified Funds in amounts of $1500.00 or more, drafts, and any other item when collected by the financial institution.

FORM T -7: Commitment for Title Insurance Page 6 COMMITMENT FOR TITLE INSURANCE

SCHEDULED

GF No. 58979 Effective Date: February 25, 2013, 7:00am Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made: I. The following individuals are directors and/or officers, as indicated, of the Title Insurance Company issuing this Commitment FIDELITY NATIONAL TITLE INSURANCE COMPANY, a California corporation

Officers: Directors: President Raymond R. Quirk Alan Lynn Stinson Executive Vice President Anthony J. Park Raymond Randall Quirk Secretary Michael L. Gravelle Anthony John Park Treasurer Daniel K. Murphy

Fidelity National Financial, Inc. owns 100% ofFNTG Holdings, Inc., which owns 100% of Fidelity National Title Group, Inc., which owns 100% of Fidelity National Title Insurance Company.

2. The following disclosures are made by the Title Insurance Agent issuing this Commitment:

(a) A listing of each shareholder, owner, partner, or other person having, owning or controlling one percent(!%) or more of the Title Insurance Agent that will receive a portion of the premium.

Mike Shallenberger, Phil Lam, and Dynamic Producers, LLC

(b) A listing of each shareholder, owner, partner, or other person having, owning or controlling ten percent (I 0%) or more of an entity that has, owns or controls one percent (I%) or more of the Title Insurance Agent that will receive a portion of the premium.

Mike Shallenberger

(c) If the Agent is a corporation: (i) the name of each director of the Title Insurance Agent, and (ii) the name of the President, the Executive or Senior Vice-President, the Secretary and the Treasurer of the Title Insurance Agent.

Officers: Directors: President Phil Lam

3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated title premium' is: Owner's Policy $4,581.00 Loan Policy $0.00 Endorsement Charges $0.00 Other $0.00 Total $4,581.00 Of this total amount: 15% will be paid to the policy issuing Title Insurance Company: 85% will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows: Amount To Whom For Services

" 'The estimated premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner oflnsurance. 11

FORM T~7: Commitment for Title Insurance Page 7 Fidelity National Title Insurance Company

Premium Amount Rate Rules Property County Liability at Type Code Reissue Rate I 2 3 4 5 6 7 8 $4 581.00 1000 50 485

FORM T-7: Commitment for Title Insurance Page 1 FIDELITY NATIONAL TITLE INSURANCE COMPANY

TEXAS TITLE INSURANCE INFORMATION Title Insurance insures you against loss resulting from El seguro de titulo le asegura en relacion a certain risks to your title. perdidas resultantes de ciertos riesgos que pueden The Commitment for Title Insurance is the Title afectar el titulo de su propiedad. Insurance Company's promise to issue the Title El Compromiso para Segura de Titulo es Ia promesa Insurance Policy. The Commitment is a legal document. de Ia campania aseguradora de titulos de emitir Ia You should review it carefully to completely paliza de seguro de titulo. El Compromiso es un understand it before your closing date. documento legal. Usted debe leerlo cuidadosamente y entenderlo complemente antes de Ia fecha para finalizar su transaccion.

Your Commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a Policy subject to the Commitment's terms and requirements.

Before issuing a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines whether the title is insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the Policy as Exclusions. These risks wi11 not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any mineral interest.

---MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to insure title unless there is an exclusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements insuring certain risks involving minerals, and the use of improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. Neither this Policy, nor the optional endorsements, insure that the purchaser has title to the mineral rights related to the surface estate.

Another part of the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company wi11 refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land.

When your Policy is issued, the coverage wi11 be limited by the Policy's Exception, Exclusions and Conditions, defined below.

---EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment. They can also be added if you do not comply with the Conditions section of the Commitment. When the Policy is issued, all Exceptions will be on Schedule B of the Policy.

---EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the Commitment.

---CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions.

You can get a copy of the policy form approved by the Texas Department of Insurance by calling Fidelity National Title Insurance Company at 1-800-442-7067 or by calling the title insurance agent that issued the Commitment. The Texas Department oflnsurance may revise the policy form from time to time.

You can also get a brochure that explains the Policy from the Texas Department of Insurance by calling 1-800-252- 3439.

Form No. 27Cl3443 (11/2009) Commitment For Title Insurance (T-7) Before the Policy is issued, you may request changes in the Policy. Some of the changes to consider are:

---Request amendment of the "area and boundary" exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner's Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the Company and if the Company's other requirements are met, your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in the Policy.

Whether or not you request amendment of the "area and boundary" exception, you should determine whether you want to purchase and review a survey if a survey is not being provided to you.

---Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy.

The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement.

Form No. 27C13443 (1112009) Commitment For Title Insurance (T· 7) DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner's Policy)

Arbitration is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award.

Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows:

"Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction."

SIGNATURE DATE

Form No. 27C\3443 (1112009) Commitment For Title Insurance (T-7) Fidelity National Financial, Inc.

Privacy Statement Fidelity National Financial, Inc. and its subsidiaries ("FNF") respect the privacy and security of your non-public personal information ("Personal Information") and protecting your Personal Information is one of our top priorities. This Privacy Statement explains FNF's privacy practices, including how we use the Personal Information we receive from you and from other specified sources, and to whom it may be disclosed. FNF follows the privacy practices described in this Privacy Statement and, depending on the business performed, FNF companies may share information as described herein.

Personal Information Collected We may collect Personal Information about you from the following sources: Information we receive from you on applications or other forms, such as your name, address, social security number, tax identification number, asset information, and income information; Information we receive from you through our Internet websites, such as your name, address, email address, Internet Protocol address, the website links you used to get to our websites, and your activity while using or reviewing our web sites; Information about your transactions with or services performed by us, our affiliates, or others, such as information concerning your policy, premiums, payment history, information about your home or other real property, information from lenders and other third parties involved in such transaction, account balances, and credit card information; and Information we receive from consumer or other reporting agencies and publicly recorded documents.

Disclosure of Personal Information We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without limitation, the following: To insurance agents, brokers, representatives, support organizations, or others to provide you with services you have requested, and to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure in connection with an insurance transaction; To third-party contractors or service providers for the purpose of determining your eligibility for an insurance benefit or payment and/or providing you with services you have requested; To an insurance regulatory authority, or a law enforcement or other governmental authority, in a civil action, in connection with a subpoena or a governmental investigation; To companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements; and/or To lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in title whose claim or interest must be determined, settled, paid or released prior to a title or escrow closing.

We may also disclose your Personal Information to others when we believe, in good faith, that such disclosure is reasonably necessary to comply with the law or to protect the safety of our customers, employees, or property and/or to comply with a judicial proceeding, court order or legal process.

Disclosure to Affiliated Companies - We are permitted by Jaw to share your name, address and facts about your transaction with other FNF companies, such as insurance companies, agents, and other real estate service providers to provide you with services you have requested, for marketing or product development research, or to market products or services to you. We do not, however, disclose information we collect from consumer or credit reporting agencies with our affiliates or others without your consent, in conformity with applicable law, unless such disclosure is otherwise permitted by law.

Disclosure to Nonaffiliated Third Parties - We do not disclose Personal Information about our customers or former customers to nonaffiliated third parties, except as outlined herein or as otherwise permitted by law.

Confidentiality and Security of Personal Information We restrict access to Personal Information about you to those employees who need to know that information to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard Personal Information.

Access to Personal Information/ Requests for Correction, Amendment, or Deletion of Personal Information As required by applicable law, we will afford you the right to access your Personal Information, under certain circumstances to find out to whom your Personal Information has been disclosed, and request correction or deletion of your Personal Information. However, FNF's current policy is to maintain customers' Personal Information for no less than your state's required record retention requirements for the puroose of handling future coverage claims.

For your protection, all requests made under this section must be in writing and must include your notarized signature to establish your identity. Where permitted by law, we may charge a reasonable fee to cover the costs incurred in responding to such requests. Please send requests to: Chief Privacy Officer Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, FL 32204 Changes to this Privacy Statement This Privacy Statement may be amended from time to time consistent with applicable privacy laws. When we amend this Privacy Statement, we will post a notice of such changes on our website. The effective date of this Privacy Statement, as stated above, indicates the last time this Privacy Statement was revised or materially changed.

Form No. 27C13443 (11/2009) Commitment For Title Insurance (T-7) 2013 HTC Full Application

Part 2 Tab 10

Supporting Documents: HOME Site and Neighborhood Standards

NA 2013 HTC Full Application

Part 2 Tab 11

Scattered Site Information SCATTERED SITE INFORMATION

If the Development consists of more than one site, fill this information out completely. A legal description identifying the lot, block and subdivision or a metes and bounds should be included behind the Site Control documentation.

Bldg Type Site 11-Digit Census No. of Units Address (Street Number and Name) Acres (SFR, 2plex, Contract Grantor Contract Grantee # Tract Number on this Lot etc.) 1 NA 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60

Texas Department of Housing Community Affairs - Multifamily Uniform Application (December 2010) 2013 HTC Full Application

Part 2 Tab 12

Elected Officials

Elected Officials Form

Per guidance from Jean Latsha, this form lists only those changes in elected officials from the form submitted at preapplication (and does not repeat all elected officials). In addition, for changes to the state senator and/or state representative, the following forms list the current elected official while the forms at preapplication listed the elected official that was in office prior to January 8, 2013, even though both the prior and the current elected official was notified around that date in accordance with the TDHCA preapplication requirements. This was because the new legislature began o n January 8, 2013. Elected Officials

Elected officials were identified in the Pre-Application, and there have been no changes. (If box above is checked, these forms may be left BLANK.)

Yes Support, opposition, or neutral letter(s) are included behind this tab.

Please identify all elected officials which represent the Development Site.

Mac Thornberry 13 ** US Representative District

James Frank 69 State Senator District State Representative District

Support Letter Support Letter

City Mayor County Judge

School Superintendent District Name Email

Address City Zip

Presiding officer of Board of Trustees Email

Address City Zip

** While Applicants are not required to notify US Representatives, the Department is required to notify these elected officials. Therefore, Applicant must identify the appropriate US Representative of the district containing the Development. Elected Officials (Continued)

District/Precinct Email or Phone

District/Precinct Email or Phone Elected Officials (Continued)

District/Precinct Email or Phone

District/Precinct Email or Phone 2013 HTC Full Application

Part 2 Tab 12

Support Letters from Elected Officials

, T /1.T E OF T E XA S H 0 lJ E 0 F R E p R E s E :-; T A T I \ ' E s JAMES B. FRANK Vislrict 69

February 26,2013

Texas Department of Housing and Community Affairs PO Box 13941 Austin, TX 78711-3941 Attn: Cameron Dorsey Multifamily Housing

Re: The Reserves at Maplewood (TDHCA # 13246)

Dear Mr. Dorsey:

I am writing to support the application for Housing Tax Credits for The Reserves at Maplewood, a multifamily housing community proposed for Wichita Falls. The need for multifamily housing in Wichita Falls and the surrounding areas is growing and I believe this project will help to alleviate some of that need.

Thank you for your consideration of the application and I urge you to award housing tax credits to The Reserves at Maplewood.

Sincerely,

State Representative, House District 69

c .wn'OL 0 PFICE: P.O. Bnx 2910 . A l ''m", TFXA' 78768-2910 . (')12 )463-0'l3 1 • 1\ X (';1 2)463-8161 • J\\li' ' . IRA\K@IIOl ,f.>TATE.TX . l'' D L'lTRICT OI' FICF.: 1106 II \TTO" RO \I'l • \X 'IC: IIITA F \I L'. TfX" - 6302 2013 HTC Full Application

Part 2 Tab 13

Neighborhood Organizations

Identify all Neighborhood Organizations Applicant is aware of and any identified by the local elected official.

x Organizations were identified in the Pre-Application, and there have been no changes. (If above is checked, these forms may be left BLANK) 1. NA Name of Organization Contact Name

Address City

Zip Phone Fax or Email

2. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

3. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

4. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

5. Name of Organization Contact Name

Address City

Zip Phone Fax or Email

6. Name of Organization Contact Name

Address City

Zip Phone Fax or Email 2013 HTC Full Application

Part 2 Tab 14

Certification of Notifications

CERTIFICATION OF NOTIFICATIONS (All PROGRAMS)

Pursualll to §10.203 of the Uniform ll/lultlfamllv Rules, evidence of notiliatlons includes tkis sworn affidavit, and the Elected Officials and Nei&hborhood oraan~t l ons Forms. All Applicants, or persons with slsnlng authority, mu•t complete ~lther Put 1 or P:o rt 2 below:

Part 1. lA Pre-Application (compctlflve HrC only} WAS submltltd: [!] I (We) certofv that: [!] The prc·app~cation included evodc~ce of these ~otiloc:ations pu.rsuant to ~10.203 o~ the Unife

O The pre-application for this fuU Application met all threshold requiremcn:s, but ull rcquined entitles were II>-notified as required by §10.203 bec.1use .> chunge of an elected official occurred between pre-apphatoon and Application. As applicable, all changes in the Appllcatoon have been made on :ne Elected 0/f/c/o/s and/or Neighborhood Organizations Form{sJ. I (we) cenlfy that the notifiC3toons >re not older thon 3 months from :he first day of the Applic.ltlon Acceptance Period for Competitive HTC l\pplic.1toons and not older than three (3) months prior to the date Parts Sand G of the Applicot•on ore submitted for Tax Exempt Bond Developments, ancl not older than three (3) mo~ths prior to the d~te the Application Is submitted for all oth~r Appllc.1tlons. asrcquired under §10.203 ofth e Uniform Multifamily Rules.

Part 2.JA ~pllc:atiOI\ WPS NOTsubmitted or did not Siltlsfvthe.tlepanmenrs ll!vlew of' Pr~p plicatlon threshold:

0 I (We) certify that all required requests for Neighborhood Organizations pursuant to §10.203 of the Unlrorm Multifamily Rules, were made In the forma: required in the Neighborhood Orgon•zotion Requesr template by Janu~rv 18, 2013 for Competitive HTC Applications, or no later than g days prior to the submission of the ThreShold documentation for all other AppiiC3tlons. D IIWc) certify tho:: 0 No reillY letter was received from the local elected orfld<~ls by February 2l, 2013 for Competithle HTC Applic.1tlons (or? days prior to the submission of the Application for all other Applications), and/or 0 A response was received from t he local elected officials by February 22, 201!, (or for HOME, Housing Trust Fund, Tax Exempt Bond and Ru111l Rescue Developments by 7 days prior to submission of the Applkatlon} and ll1c response indic.1ted that the local elected oflicials know of no neichborhood organizations, ond/or D A response was received from the local elected offlclals e•n or before february 22. 2013, (or for HOME, HouSing Trust Fund, Tax uempt Bond and Rural Rescue De~lopmenu by 7 days prior to submission ol' the App~catiOII ) ond I have notified those neiGhborhood Or£anizations as required by and §10.203 of the Uniform Multifamily Rules and/or other aJPplicable Rules, and/or

D I ho•e knowledBe of other nelchborhood organizations on record with the city, state or county whose boundaries contain the proposed Development Sit" and ha•c notified ttlosc neighborhood orconizations as required by ~10.203 of the Multifamily Uniform Rules. and/or

0 I know of no neighborhood organt ~tions within whose b•oundi!ries t he Dt!vclopme>nt is proposed to be located and/rx 0 The local elected officials referred to me (us) to another source, and I (we) requested neighborhood organizations from that source. If a response was recei•ed, those neighborhood organizations w"re notlfictl os required by §10.203 of the ll/lultifomily Uniform Rules; and CERTIFICATION OF NOTIRCATIOHS (AU PROGRAMS) (cont.)

Part 2. (continued) D AIJ ncishbarhood orsaniza tions that were notified are corrK!ly listed an the N~ighborhood Orgoniroriom Form and all notilications were made in th ~ format ~rovided In the template. Public Noti{icorions Formal (Wrirten).

1 (We) certify that. in addi_tion to all of the required neighborhood organizations. the following entities were notified In accordance w1th §10.203 of :he 0 Mu ltifam~y Uniform Rules. The no!ificatfans were In the forma t provided in the template. Public Notifications Formor {Wrilrw). All of the lallawin& entitles were notlllcd ond arc ca

Superintendent of the school district containing t he Development; Presiding officer of the board of trustees of the school district containing the Development; Mayor of any municipality cantainlnc the Development; All elected members of the Governing Body of any municipality containing the Development; Presiding officer of the Governing Body of the county containing the Development; All elected members of the Governing Body of the county containing the Ocvelopmcn:; State senator of :he district contail\lng :he Development; and Stiiltc rcprcscntatrve of the district contatning the: Development.

0 While not required to bc submittcd in this Application. I havc kcpt evidence of all notifiCations made and this ev•doncc m~y be requested by the Department at any time during the Application rcvi~.

0 I !We) certify that the notifications arc not alder than 3 months from the first day of the Application Acceptance Period for Compet•tlve HTC or no: alder than 3 months from the date of Parts S and 6 submission for all other Applications as required under §10.203.

By: Slcnature of Applicant/Development OWner Notary Public, State of Brett Johnson OOW, 7'Yl Printed Name County of feb 20. 701) f?/12/?J r;~ 'oato My Commission expires

I, the undcrsiRned. a Notary Public In and far said County and State, do hereby cenify that name is sl&n ed to the forccoinc sta tement, ~nd who is known to be one •n the same!, has acknowledged bdore me on this date. that being informed of the contents of this statement. executed the same voluntarily on the date same foreao•n& stOJtcmcnt bc~rs.

GIVEN UNDER M Y HAND AND SEAl OF OFFICE this :2a__dayof ~b , 7o;} ~ h._ Notary Public Signocur~ .A_ Matthew Gillam NOTARY PUBLIC-STATE OF KANSAS MY APPT EXP: • 1Z Q 2013 HTC Full Application

Part 3 Tab 15

Development Narrative Development Narrative

1. The proposed Development is: (Check all that apply) Yes New Construction No Rehabilitation Including Acquisition? No Reconstruction # of Units Demolished: # of Units Reconstructed: No Adaptive Reuse Previous use of Buildings (i.e. Hotel, or school) No Additional Phase to existing development TDHCA# No Scattered Site Number of Non-Contiguous Sites: Number of Census tracts:

2. The Target Population will be: General Unit Composition Type of Unit # of Designated Units % of Total Units in Development Migrant Farm Workers 0% Victims of Domestic Violence 0% Persons with Disabilities 0% Homeless Populations 0% Persons with alcohol and/or drug addictions 0% Persons with HIV/AIDS 0% Colonia Resident 0% Other: Special Needs as defined by TDHCA 2 6% NOTE: The population percentages above are anticipated at the time of Application submission and the Applicant will not be held to this representation long-term, unless required by TDHCA Program rules and federal Regulations.

3. Staff Determinations regarding definitions of development activity obtained? If a determination under §10.3(b) of the Uniform Multifamily Rules was made prior to Application submission, provide a copy of such determination behind this form.

4. Narrative Briefly describe the proposed Development, including any relevant information not already identified above. The proposed project is a 36 unit new construction family development located on a 3.92 acre site, located at the South side of N. Regent Dr, East of McNiel Ave. The site is adjacent to small commercial businesses on its West side and a portion of its South side.

The development will include two and three bedroom units, with a total of two residential and one non-residential buildings on the site.

The Wichita Falls Solid Waste Transfer Station (a recycling center) is approximately five hundred feet East of the site. The Station was disclosed at the pre application and the Department determined that it did not constitute an undesirable area feature.

The North line of this property lines up with the South right-of-way line of North Regent Drive which dead-ends at the Northwest comer of this property about two hundred feet East of McNeil Avenue. The Wichita Falls thoroughfare plan shows a major collector street with 70 feet of right-of-way and 48 feet of pavement extending from the East, across the entire North line of this property, and connecting to the existing North Regent Drive. A full explanation of the right of way issue is described in the Sit Design and Development Feasibility Report and accounted for in the offsite costs in the development cost schedule. 5. Funding Request: Complete the table below to describe this Application's funding request. Department Funds If funds will be in the form of a Direct Loan by the Department or for applying for with this Requested Amount Private Activity Bonds, the terms will be: Application Interest Rate (%) Amortization (Years) Term (Years) TDHCA HOME CHDO Operating Expense Housing Tax Credits $ 571,912

Private Activity Mortgage Revenue

Neighborhood Stabilization Program

6. Set-Aside (For Competitive HTC & HOME Applications Only) Identify any and all set-asides the application will be applying under. Set-Asides can not be added or dropped from pre-application to full Application for Competitive HTC Applications. Competitive HTC Only HOME Only At-Risk Non-Profit USDA CHDO Persons w/Disabilities

By selecting the set-aside above, I, individually or as the general partner(s) or officers of the Applicant entity, confirm that I (we) are applying for the above-stated Set-Aside(s) and Allocations. To the best of my (our) knowledge and belief, the Applicant entity has met the requirements that make this Application eligible for this (these) Set-Aside(s) and Allocations and will adhere to all requirements and eligibility standards for the selected Set-Aside(s) and Allocations.

7. Previously Awarded State and Federal Funding Has this site/activity previously received or applied for TDHCA funds? Yes If "Yes" Enter Project Number: 12034 and TDHCA funding source: HTC application Has this site/activity previously received non-TDHCA federal funding? No Will this site/activity receive non-TDHCA federal funding for costs described in this Application? No

8. Qualified Low Income Housing Development Election

Pursuant to §42(g)(1)(A) & (B), the term “qualified low income housing development” means any project or residential rental property, if the Development meets one of the requirements below, whichever is elected by the taxpayer.” Once an election is made, it is irrevocable. Select only one: At least 20% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 50% or less of the area median gross income, adjusted for family size. x At least 40% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 60% or less of the median gross income, adjusted for family size. 2013 HTC Full Application

Part 3 Tab 16

Development Activities

Self Score Total: 96 1. Common Amenities (ALL Multifamily Applications §10.101(b)(5)) 36 # of Units must qualify for 4 Points x Development will provide sufficient common amenities to qualify for the number of points indicated above, pursuant to §10.101(b)(5).

2. Unit Requirements (ALL Multifamily Applications §10.101(b)(6)(A) and (B)) A. Unit Sizes x Development is New Construction or Reconstruction and will meet the minimum Unit Size requirements: Five hundred (500) square feet for an Efficiency Unit Six hundred (600) square feet for a One Bedroom Unit Eight hundred (800) square feet fro a Two Bedroom Unit One thousand (1,000) square feet for a Three Bedroom Unit One thousand, two-hundred (1,200) square feet for a Four Bedroom Unit OR; Development is proposing Rehabilitation (excluding Reconstruction) or Supportive Housing, and does not adhere to the size requirements above.

B. Unit Amenities Application is a Tax Exempt Bond Development and will meet a minimum of seven (7) points. Application is HOME only or other Department Direct Loan and will meet a minimum of four (4) points. x Application is a Competitive HTC Development and will select applicable points in Part 5 below. ** Rehabilitation Developments will start with a base score of three (3) points and Supportive Housing Developments will start with a base score of five (5) points.**

3. Tenant Supportive Services (All Multifamily Applications §10.101(b)(7)) Application is a Tax Exempt Bond Development and will meet a minimum of eight (8) points. Application is HOME only or other Department Direct Loan and will meet a minimum four (4) points. x Application is a Competitive HTC Development and will select applicable Tenant Services in Part 8 below.

4. Development Accessibility Requirements (ALL Multifamily Applications §10.101(b)(8)) x Development will meet all specifications and accessibility requirements reflected in the Certification of Development Owner form pursuant to §10.101(b)(8) of the Uniform Multifamily Rules.

5. Size and Quality of Units (Competitive HTC Applications only) x Development meets the minimum size requirements identified below 7 i. five-hundred-fifty (550) square feet for an Efficiency Unit; ii. six-hundred-fifty (650) square feet for a one Bedroom Unit; iii. eight-hundred-fifty (850) square feet for a two Bedroom Unit; iv. one-thousand-fifty (1,050) square feet for a three Bedroom Unit; and v. one-thousand, two-hundred-fifty (1,250) square feet for a four Bedroom Unit. x Specific amenities and quality features will be provided in every Unit at no extra charge to the tenant; Development 7 will maintain the points selected and associated with those amenities Development Activities (Continued) Self Score Total: 96 6. Income Levels of Tenants (Competitive HTC Applications only) 12 Total Number of Units at 50% or less of AMGI 4 Number of 30% Units used to score points under 11.9(c)(2) 8 Number of Units at 50% or less of AMGI available to use for points under 11.9(c)(1) 22.22% Percentage used for calculation of eligible points under 11.9(c)(1) Mark only one box below:

Development is located within a Non-Rural Area of the Dallas, Fort Worth, Houston, San Antonio or Austin MSA; or 0

x Developments proposed in all other areas. 15 Total Score Claimed: 15

7. Rent Levels of Tenants (Competitive HTC Applications only) Mark only one box below: At least 20% of all low-income Units at 30% or less of AMGI for Supportive Housing Developments qualifying under the 0 Nonprofit Set-Aside only.

x Development is located in an urban and at least 10% of all low income units are at 30% or less of AMGI; or 9

Development is located in a Rural Area and 7.5% of all low income Units are at 30% or less of AMGI; or 0

At least 5% of all low-income Units at 30% or less of AMGI 0 Total Score Claimed: 9

8. Tenant Services (Competitive HTC Applications only) Development will provide a combination of supportive services as identified in §10.101(b)(7) and those services will be recorded in the Development's LURA. Supportive Housing Development qualifying under the Nonprofit Set-Aside; or 0 x All other Developments. 8 Total Score Claimed: 8

9. Tenant Populations with Special Housing Needs (Competitive HTC Applications only) x At least 5% of the Units are set aside for Persons with Special Needs as identified in §11.9(c)(7) of the QAP. 2

10. Pre-Application Participation (Competitive HTC Applications only) x Development is requesting Pre-Application Points 6

11. Extended Affordability or Historic Preservation (Competitive HTC Applications only) Mark only one box below: x Development will maintain a 35 year Affordability Period. 2 Application proposing the use of historic (rehabilitation) tax credits, and has included supporting documentation 0 behind this tab that at least one building will qualify for historic tax credits. Total Score Claimed: 2

12. Right of First Refusal (Competitive HTC Applications only) x Development Owner agrees to provide a Right of First Refusal to purchase the Development upon or following the end 1 of the Compliance Period.

13. Development Size (Competitive HTC Applications only) Development is proposed to be 50 total HTC Units or less and the original Application reflects a Funding Request of 0 Housing Tax Credits of $500,000 or less. 2013 HTC Full Application

Part 3 Tab 17

Acquisition and Rehab Information

2013 HTC Full Application

Part 3 Tab 18

Occupied Rehab Developments

NA 2013 HTC Full Application

Part 3 Tab 19

Architectural Drawings

Architectural Drawings Must be Submitted Behind this Tab x Site Plan which; x includes a unit and building type table matrix that is consistent with the Rent Schedule and Building/Unit Configuration forms. x identifies all residential and common buildings x clearly delineates the flood plain boundary lines and shows all easements x if applicable, indicates possible placement of detention/retention pond(s); and x indicates the location of parking spaces x Building Floor Plans x Unit Floor Plans for each type of Unit x Elevations for each building type and must include: x a percentage estimate of the exterior composition x proposed roof pitch NA Photos of building elevations (for Rehab and Adaptive Reuse developments that will not alter the unit configuration. BUILDING SUMMARY PARKING SUMMARY

LOT COVERAGE

FLOOD PLAIN

UNIT SUMMARY

&'0610%1706;5%*11. TEXAS

.#0&5.'#)7'#Ä NEW APARTMENT COMPLEX NEW APARTMENT WICHITA FALLS,

$.1%-+ SITE PLAN A A1 6':#5

$7+.&+0)6;2' (+456(.1142.#0 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

70+6$ 70+6# $'&411/ $'&411/ # 6':#5

$7+.&+0)6;2' 6*+4&(.1142.#0 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

$7+.&+0)6;2' 5'%10&(.1142.#0 # 6':#5

$7+.&+0)6;2' 6*+4&(.1142.#0 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

$7+.&+0)6;2' $7+.&+0)6;2' 5'%10&(.1142.#0 (+456(.1142.#0 # I 43'-0" ' ' I 15'-o" 9'-8" 18'-4" 'I 'I' - D D

I I I I

0 I \!EI'I Dl \I G II)

FITNESS 11061 • 0 0 MAINTENCE WOMEN 11101 8 ':.r 11091 0 I 0 N c L J '= 6':#5 ~ ,- 0 HALL c \ . ) " 11071 ·-/ 0 ~ MEN 11081 w CLOSET .J 11111 MECH 0 11051 I I D. ,,. <( h.______, KITCHEN •a AREA 11031 :E.., •a STORAGE •a 11041 I ~ as LIBRARY ?.c______. 'I [ ~ ------~~ en 11121 J w >a: w 0'9#2#46/'06%1/2.': en CLUB ROOM 11021 w •CXl CLOSET I a: <0 11131 N L ..1 w ENTRY 11011 I

CLUBHOUSE 1- 9+%*+6#(#..5 1,640sf (HEATED)

~ OFFICE ~~'{ ,. 11141 I ' ~v~~~e ~~~~~~~~ ~~c:. FLOOR ELEVA Tl ON: 100'-0" ~ rP' .,../ •N CEILING HEIGHT: 8'-0" I Ln DATE: & VAULTED CLUB ROOM 1-23-2013 JOB:

II II 13-2579 '"' ' "' ' "' ' "' SHEET: %.7$*175'(.1142.#0 D 3/8"=1'-o" 1,714sf @ 0 ~ I 5'-Qn 13'-8° 24'-4" C) 'I I " >-0:: I 43'-o" n.# 'I 0 ' u 6':#5 ':6'4+14/#6'4+#.5

$7+.&+0)6;2'Ä5+&''.'8#6+105 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

$7+.&+0)6;2'Ä(4106 4'#4'.'8#6+105 # 6':#5

$7+.&+0)6;2'Ä5+&''.'8#6+10 $7+.&+0)6;2'Ä5+&''.'8#6+10

':6'4+14/#6'4+#.5 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

$7+.&+0)6;2'Ä(4106 4'#4'.'8#6+105 # 6':#5

%.7*175' %.7$*175' 5+&''.'8#6+10 5+&''.'8#6+10

':6'4+14/#6'4+#.5 0'9#2#46/'06%1/2.': 9+%*+6#(#..5

%.7$*175' %.7$*175' 4'#4'.'8#6+10 (4106'.'8#6+10 # 2013 HTC Full Application

Part 3 Tab 20

Building/Unit Type Configuration

BUILDING/UNIT TYPE CONFIGURATION

Unit types should be entered from smallest to largest based on "# of Bedrooms" and "Sq. Ft. Per Unit." "Unit Label" should correspond to the unit label or name used on the unit floor plan. "Building Label" should conform to the building label or name on the building floor plan. The total number of units per unit type and totals for "Total # of Units" and "Total Sq Ft. for Unit Type" should match the rent schedule and site plan. If additional building types are needed, they are available by un-hiding columns Q through AA.

Specifications and Amenities Building Configuration (Check all that apply): Single Family Construction SRO Transitional (per §42(i)(3)(B)) Duplex Duplex Scattered Site Fourplex X > 4 Units Per Building Townhome Townhome Development will have (check all that apply): X Fire Sprinklers Elevators # of Elevators Wt. Capacity Parking (consistent with Architectural Drawings): Number of Shed or Flat Roof Carport Spaces Number of Detached Garage Spaces Number of Attached Garage Spaces 108 Number of Uncovered Spaces Number of Structured Parking Garage Spaces Floor & Wall Compositions: 100 % Carpet/Vinyl/Resilient Flooring 9 Ft. Ceilings % Ceramic Tile % other Describe: Total # of Residential Building Label Type 1 Type 2 clubhouse Buildings Number of Stories 3 3 Unit Type Number of Buildings 1 1 1 3 # of # of Total # of Unit Label Sq. Ft. Per Unit Number of Units Per Building Bedrooms Baths Units Total Sq Ft for Unit Type Type A 2 2 972 12 6 18 17,496 - - - - Type B 3 2 1,164 12 6 18 20,952 ------Totals 24 12 ------36 38,448

Net Rentable Square Footage from Rent Schedule 38,448

Interior Corridors (elevator served, Supp. Hsg. [see QAP §11.9(e)(2)]) Total Interior Corridor Per Building Label 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - Common Area (Supportive Housing buildings [see QAP §11.9(e)(2)]) Total Common Area Per Building Label 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 - Total square footage outside NRA - Total Common Area used in Cost per Square Foot calculation for Supportive Housing Developments - 2013 HTC Full Application

Part 4 Tab 21

Rent Schedule Rent Schedule Self Score Total: 96 Private Activity Bond Priority (For Tax-Exempt Bond Developments ONLY): Unit types must be entered from smallest to largest based on “# of Bedrooms” and “Unit Size”, then within the same “# of Bedrooms” and “Unit Size” from lowest to highest “Rent Collected/Unit”.

HOME Unit Other Unit Size (Net Total Net Tenant HTC Unit HTF Unit MRB Unit # of # of Program Rent Rent Collected Total Monthly Designation Designation/Su # of Units Rentable Sq. Rentable Paid Utility Designation Designation Designation Bedrooms Baths Limit /Unit Rent (Rent/Inc) bsidy Ft.) Sq. Ft. Allow. (A) (B) (A) x (B) (E) (A) x (E) TC30% 1 2 2.0 972 972 367 103 264 264 TC50% 2 2 2.0 972 1,944 612 103 509 1,018 TC60% 6 2 2.0 972 5,832 735 103 620 3,720 TC30% 1 2 2.0 972 972 367 103 264 264 TC50% 2 2 2.0 972 1,944 612 103 509 1,018 TC60% 6 2 2.0 972 5,832 735 103 620 3,720 TC30% 1 3 2.0 1164 1,164 424 129 295 295 TC50% 2 3 2.0 1164 2,328 707 129 578 1,156 TC60% 6 3 2.0 1164 6,984 849 129 715 4,290 TC30% 1 3 2.0 1164 1,164 424 129 295 295 TC50% 2 3 2.0 1164 2,328 707 129 578 1,156 TC60% 6 3 2.0 1164 6,984 849 129 715 4,290 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 - TOTAL 36 38,448 21,486 Non Rental Income $20.00 per unit/month for: Laundry, Fees, Deposits 720 Non Rental Income 0.00 per unit/month for: Non Rental Income 0.00 per unit/month for: + TOTAL NONRENTAL INCOME $20.00 per unit/month 720 = POTENTIAL GROSS MONTHLY INCOME 22,206 - Provision for Vacancy & Collection Loss % of Potential Gross Income: 7.50% 1,665 - Rental Concessions = EFFECTIVE GROSS MONTHLY INCOME 20,541 x 12 = EFFECTIVE GROSS ANNUAL INCOME 246,487 Rent Schedule (Continued)

% of LI % of Total % of LI % of Total TC30% 11% 11% 4 HTF30% 0 TC40% 0 HTF40% 0 TC50% 22% 22% 8 HTF50% 0 HOUSING TC60% 67% 67% 24 HOUSING HTF60% 0 TAX HTC LI Total 36 TRUST HTF80% 0 CREDITS EO 0 FUND HTF LI Total 0 MR 0 MR 0 MR Total 0 MR Total 0 Total Units 36 HTF Total 0 30% 0 MRB30% 0 LH/50% 0 MRB40% 0 HH/60% 0 MORTGAGE MRB50% 0 HH/80% 0 REVENUE MRB60% 0 HOME HOME LI Total 0 BOND MRB LI Total 0 EO 0 MRBMR 0 MR 0 MRBMR Total 0 MR Total 0 MRB Total 0 HOME Total 0 OTHER Total OT Units 0

0 0 1 0 2 18 BEDROOMS 3 18 4 0 5 0

Development is Rehabilitation No Cost Per Sq. Ft. = N/A Cost Per Square Foot If No above Development is elevator served, supportive housing, or SF/Elderly No Table If not "Rehabilitation," select "Yes" if the Development is one of the following: Elevator served Supportive Housing Elderly or Single Family (Building Costs) No No No If "Yes" above, these elections do not apply. See $ 2,588,149 Cost Per Sq. Ft. = Cost Per Sq. Ft = Cost Per Sq. Ft. = manual for instructions. N/A N/A N/A

Development is New Construction, Reconstruction, or Adaptive Reuse Yes Cost Per Sq. Ft. = $ 67.32 2013 HTC Full Application

Part 4 Tab 22

Utility Allowances Utility Allowances

Applicant must attach to this form documentation from the source of the “Utility Allowance” estimate used in completing the Rent Schedule provided in the Application Packet. This exhibit must clearly indicate which utility costs are included in the estimate.

Note: If more than one entity (Sec. 8 administrator, public housing authority) is responsible for setting the utility allowance(s) in the area of the development location, then the selected utility allowance must be the one which most closely reflects the actual expenses.

If an independent utility cost evaluation is conducted it must include confirming documentation from all the relevant utility providers.

If other reductions to the tenant rent is required such as the cost of flood insurance for the tenant's contents, documentation for these reductions to gross rent should also be attached. Source of Utility Allowance & Effective Utility Who Pays Energy Source 0BR 1BR 2BR 3BR 4BR Date Heating Tenant Electric $ 17 $ 21 Wichita Falls Housing Authority Cooking Tenant Electric $ 3 $ 4 Eff. 4/1/12 Other Electric Tenant $ 10 $ 12 Air Conditioning Tenant Electric $ 19 $ 23 Water Heater Tenant Electric $ 15 $ 19 Water Tenant $ 22 $ 29 Sewer Tenant $ 17 $ 21 Trash Landlord flat fee other Totals $ - $ - $ 103 $ 129 $ -

Other (Describe) 2013 HTC Full Application

Part 4 Tab 22

Utility Allowance Documentation

01/10/2013 11:18 9407517999 WICHITA FALLS TX 58 PAGE 02/07

ALLOWANCE FOR TENANT- FURNISHED Asking Rent $ __ UTI LITES AND OTHER SERVICES Utilities '-- Total $ U,S. Department of Housing and Urban Development April 1, 2012 Section B Existing Housing Allowance for Tenant Fumished.Utillties and Other Services City of Wichita ll'alls, Texas MBA DUPLEX,APARTMENT,llfiJLTI-FAMILY

MONTHLY DOLLAR ALLOWANCE, BY BEDROOM SIZE UTILITY OR SERVICE 0-Bdr 1-Bdr 2-Bdr 3-Bdr 4-Bdr 5-Bdr

HEATING (unit) a. Natural Gas $7 $10 $13 $15 $18 $20 b. Oil-Electric $10 $14 $17 $21 $24 $28

COOKING FUEL a. Natural Gas $2 $3 $3 $4 $6 $8 b. OiVEiectric $2 $3 $3 $4 $5 $6

OTHER ELECTRICAL $6 $8 $10 $12 $16 $19 AIR CONDITIONING Lighting, Etc. $12 $16 $19 $23 $27 $31 WATER HEATING FUEL a. Natural Gas $7 $9 $10 $13 $15 $17 b. Oil/Electric $9 $12 $15 $19 $22 $27 WATER $12 $16 $22 $29 $36 $43 SEWER $10 $12 $17 $21 $26 $31 Trash Collection $13 $13 $13 $13 $13 $13 TENANT SUPPLIED APPLIANCES a. Range $10 $10 $10 $10 $10 $10 b. Refrigerator $10 $10 $10 $10 $10 $10

ACTUAL I=AMILV ALLOWANCES UTILITY OR SERVICE Per Month Name of Family Electric

Natural Gas Unit Address Water/Sewer/Trash

WICHITA FALLS, TX Number of bedrooms Appliances

TOTAL

H:/Hsg_Sectlon8_Section 8 Data 12-13 UA Duplex,Multi-family

Page 1 12-13 DUPLEX,APARTMENTS.MULTI-FAMILY 2013 HTC Full Application

Part 4 Tab 23

Annual Operating Expenses

ANNUAL OPERATING EXPENSES

General & Administrative Expenses Accounting $ 1,400.00 Advertising $ 3,651.00 Legal fees $ 2,434.00 Leased equipment $ Postage & office supplies $ 1,033.00 Telephone $ 1,217.00 Other Describe $ Other Describe $ Total General & Administrative Expenses: $ 9,735.00 Management Fee: Percent of Effective Gross Income: 5.00% $ 12,324.33 Payroll, Payroll Tax & Employee Benefits Management $ 16,134.00 Maintenance $ 13,777.00 Other Describe $ Other Describe Total Payroll, Payroll Tax & Employee Benefits: $ 29,911.00 Repairs & Maintenance Elevator $ Exterminating $ 1,380.00 Grounds $ 3,104.00 Make-ready $ 3,449.00 Repairs $ 7,591.00 Pool $ Other Decorating $ 690.00 Other Describe $ Total Repairs & Maintenance: $ 16,214.00 Utilities (Enter Development Owner expense) Electric $ 11,671.00 Natural gas $ 8,008.00 Trash $ 6,669.00 Water & sewer $ Other Describe $ Other Describe $ Total Utilities: $ 26,348.00 Annual Property Insurance: Rate per net rentable square foot: $ 0.14 $ 5,400.00 Property Taxes: Published Capitalization Rate: 10.00% Source: Wichita CAD Annual Property Taxes: $ 26,516.00 Payments in Lieu of Taxes: $ Other Taxes Describe $ Other Taxes Describe $ Total Property Taxes: $ 26,516.00 Reserve for Replacements: Annual reserves per unit: $ 250.00 $ 9,000.00 Other Expenses Cable TV $ Supportive service contract fees $ TDHCA Compliance fees $ 1,440.00 TDHCA Bond Administration Fees (TDHCA as Bond Issuer Only) $ Security $ Other Describe $ Other Describe $ Total Other Expenses: $ 1,440.00 TOTAL ANNUAL EXPENSES Expense per unit: $ 3802.45 $ 136,888.33 Expense to Income Ratio: 55.54% NET OPERATING INCOME (before debt service) $ 109,598.27 Annual Debt Service Bank of Oklahoma $ 92,559.00 Describe Source $ Describe Source $ Describe Source $ TOTAL ANNUAL DEBT SERVICE Debt Coverage Ratio: 1.18 $ 92,559.00 NET CASH FLOW $ 17,039.27 2013 HTC Full Application

Part 4 Tab 24

Proforma

15 Year Rental Housing Operating Proforma All Programs Must Complete the following: The pro forma should be based on the operating income and expense information for the base year (first year of stabilized occupancy using today’s best estimates of rental income and expenses), and principal and interest debt service. The Department currently considers an annual growth rate of 2% for income and 3% for expenses to be reasonably conservative estimates. Written explanation for any deviations from these growth rates or for assumptions other than straight-line growth made during the proforma period should be attached to this exhibit.

INCOME LEASE-UP YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 10 YEAR 15 POTENTIAL GROSS ANNUAL RENTAL INCOME $257,832 $262,989 $268,248 $273,613 $279,086 $308,133 $340,204 Secondary Income $ 8,640.00 $ 8,812.80 $ 8,989.06 $ 9,168.84 $ 9,352.21 $ 10,325.60 $ 11,400.30 POTENTIAL GROSS ANNUAL INCOME $0 $266,472 $271,801 $277,237 $282,782 $288,438 $318,459 $351,604 Provision for Vacancy & Collection Loss $ 19,985.40 $ 20,385.11 $ 20,792.81 $ 21,208.67 $ 21,632.84 $ 23,884.40 $ 26,370.31 Rental Concessions $ - EFFECTIVE GROSS ANNUAL INCOME $0 $246,487 $251,416 $256,445 $261,574 $266,805 $294,574 $325,234 EXPENSES General & Administrative Expenses $ 9,735.00 $10,027 $10,328 $10,638 $10,957 $12,702 $14,725 Management Fee $ 12,324.33 $ 12,694.06 $ 13,074.88 $ 13,467.13 $ 13,871.14 $ 16,080.46 $ 18,641.65 Payroll, Payroll Tax & Employee Benefits $ 29,911.00 $ 30,808.33 $ 31,732.58 $ 32,684.56 $ 33,665.09 $ 39,027.07 $ 45,243.07 Repairs & Maintenance $ 16,214.00 $ 16,700.42 $ 17,201.43 $ 17,717.48 $ 18,249.00 $ 21,155.59 $ 24,525.13 Electric & Gas Utilities $ 19,679.00 $ 20,269.37 $ 20,877.45 $ 21,503.77 $ 22,148.89 $ 25,676.63 $ 29,766.25 Water, Sewer & Trash Utilities $ 6,669.00 $ 6,869.07 $ 7,075.14 $ 7,287.40 $ 7,506.02 $ 8,701.53 $ 10,087.46 Annual Property Insurance Premiums $ 5,400.00 $ 5,562.00 $ 5,728.86 $ 5,900.73 $ 6,077.75 $ 7,045.78 $ 8,167.98 Property Tax $ 26,516.00 $ 27,311.48 $ 28,130.82 $ 28,974.75 $ 29,843.99 $ 34,597.37 $ 40,107.83 Reserve for Replacements $ 9,000.00 $ 9,270.00 $ 9,548.10 $ 9,834.54 $ 10,129.58 $ 11,742.96 $ 13,613.31 Other Expenses: $ 1,440.00 $ 1,483.20 $ 1,527.70 $ 1,573.53 $ 1,620.73 $ 1,878.87 $ 2,178.13 TOTAL ANNUAL EXPENSES $0 $136,888 $140,995 $145,225 $149,582 $154,069 $178,608 $207,056 NET OPERATING INCOME $0 $109,598 $110,421 $111,220 $111,992 $112,736 $115,966 $118,178 DEBT SERVICE $92,559 $92,559 $92,559 $92,559 $92,559 $92,559 $92,559 Second Deed of Trust Annual Loan Payment Third Deed of Trust Annual Loan Payment Other Annual Required Payment: Other Annual Required Payment: NET CASH FLOW $0 $17,039 $17,862 $18,661 $19,433 $20,177 $23,407 $25,619 Debt Coverage Ratio #DIV/0! 1.18 1.19 1.20 1.21 1.22 1.25 1.28 Other (Describe) Other (Describe)

Phone:

Signature, Authorized Representative, Construction Date Email: or Permanent Lender

Printed Name 2013 HTC Full Application

Part 4 Tab 25

Offsite Cost Breakdown I Offsite Cost Breakdown This form must be submitted with the Development Cost Schedule if the development has offsite costs, whether those costs are included in the budget as a line item, embedded in the acquisition costs, or referenced in utility provider letters. Therefore, the total costs listed on this worksheet may or may not exactly correspond with those off-site costs indicated on the Development Costs Schedule. However, all costs listed here should be able to be justified in. another place in the application. Column A: The offsite activity reflected here should correspond to the offsite activity reflected in the Development Cost Schedule or other supporting documentation. Columns 8 and C: In determining actual construction cost, two different methods may be used: The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; OR The other method involves the use of unit price (Column B) and the number of units (Column C) data for the activity. Column D: To arrive at total construction costs in Column D: If based on labor and materials, add Column Band Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs. Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity. Column F: Engineering/architectural costs must be broken out by the offsite work activity. Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

A. B. c. D. E. F. G. Materials or # of Total Construction Engineering I Activity Labor or Unit Price Acquisition Costs Total Activity Costs Units Costs Architectural Costs Water 8" Dia PVC C-900 Water Line $ 30.00 464 LF $ 13,920.00 $ 13,920 Waterline Tie-in $ 700.00 lEA $ 700.00 $ 700 Fire Hydrant Assemblies $ 4,000.00 2 EA $ 8,000.00 $ 8,000 Gate Valves $ 1,000.00 2EA $ 2,000.00 $ 2,000

Sewer 6" SDR 26 Sewer Main $ 25.00 56 LF $ 1,400.00 $ 1,400 Manhole $ 4,000.00 lEA $ 4,000.00 $ 4,000

Street and Drainage Excavation $ 10.00 1350 C.Y. $ 13,500.00 $ 13,500 Soil Stabilization $ 13.00 1750 S.Y. $ 22,750.00 $ 22,750 Curb and Guttering $ 13.00 1363.3 LF $ 17,722.90 $ 17,722 Hot Mix Asphaltic Concrete $ 110.00 470 Tons $ 51,700.00 $ 51,700 Turn-around $ 2,500.00 LS $ 2,500.00 $ 2,500

Total $ 138,192 SEAL

Printed Name of Registered Engineer ?/!(~!'3 Date 2013 HTC Full Application

Part 4 Tab 26

Site Work Cost Breakdown I Site Work Cost Breakdown ] This form must be submitted with the Development Cost Schedule as justification of Site Work costs. Column A: The Site Work activity reflected here must match the Site Work activity reflected in the Development Cost Schedule. Columns 8 and C: In determining actual construction cost, two different methods may be used: The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; OR The use of unit price (Column B) and the number of units (Column C) data for the activity. Column D: To arrive at total construction costs in Column D: If based on labor and materials, add Column Band Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs. Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity. Column F: Engineering/architectural costs must be broken out by the Site Work activity. Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

**This form must be compl~ted by a Third-Party engfneer(lcensed to practice in the State o/Texas.Hisor her signature and registration seat must be on the form.*:. For Site Work costs 'that exceed $1S,OOO per Unit qnd are Included in Eligible Basis! a CPA .letter allocating which portions of tho$e site costs should be included in. Elif!lbfe Basis ant:( which ones may be fnelfgible must be suJ?ml~~!i!d behind this tab.

A. B. c. D. E. F. G. Total Construction Engineering I Activity labor or Unit Price Materials or# of Units Acquisition Costs Tota I Activity Costs Costs Architectural Costs Sewer: Connect to Exi~:ting $ 1,500.00 1EA $ 1,500.00 $ 1,500 Sewer: 8" PVC SDR 35 Main $ 28.00 521 LF $ 14,588.00 $ 14,588 Sewer: Manhole $ 4,000.00 2 EA $ 8,000.00 $ 8,000 Sewer:8" x 6" Connection Tees $ 650.00 2 EA $ 1,300.00 $ 1,300 Water: Connect to Existing $ 2,500.00 2 EA $ 5,000.00 $ 5,000 Water: 8" PVC Water Class Main $ 28.60 418 LF $ 11,954.80 $ 11,955 Water: Gate Values $ 800.00 4 EA $ 3,200.00 $ 3,200 Water: 2" Water Service Lines $ 16.00 476 LF $ 7,616.00 $ 7,616 Water: 2" Water Service' Lines saddles $ 850.00 LEA $ 1,700.00 $ 1,700 Electrical: 4" Conduit Only $ 9.00 761 LF $ 6,849.00 $ 6,849 Electrical: Transformer Pad.s $ 500.00 3 EA $ 1,500.00 $ 1,500 Storrn: Detention $ 20,000.00 LS $ 20,000.00 $ 20,000 Earthwork: Earthwork $ 153,000.00 LS $ 153,000.00 $ 153,000 Earthwork: Termites Control $ 1,618.00 LS $ 1,618.00 $ 1,618 Concrete Paving $ 4.50 45612 SF $ 205,254.00 $ 205,254

Total $ 443,080 SEAL Signature of Registered Engineer responsible for rr7 . Budget Justification d J;:..lcl!t:g r-d k,1fc tl Printed Na0e of Registered Engineer '3{ i w~ Date 2013 HTC Full Application

Part 4 Tab 27

Development Cost Schedule

Self Score Total: 96 This Development Cost Schedule must be consistent with the Summary Sources and Uses of Funds Statement. All Applications must complete the total development cost column and the Tax Payer Identification column. Only HTC applications must complete the Eligible Basis columns and the Requested Credit calculation below:

TOTAL DEVELOPMENT SUMMARY Total Eligible Basis (If Applicable) Scratch Paper/Notes Cost Acquisition New/Rehab. ACQUISITION Site acquisition cost 800,000 Existing building acquisition cost Closing costs & acq. legal fees 20,000 Other (specify) - see footnote 1 Other (specify) - see footnote 1 Subtotal Acquisition Cost $820,000 $0 $0 OFF-SITES2 Off-site concrete Storm drains & devices Water & fire hydrants Off-site utilities Sewer lateral(s) Off-site paving 138,192 In-kind contribution will go towards off-site paving Off-site electrical Other (specify) - see footnote 1 Other (specify) - see footnote 1 Subtotal Off-Sites Cost $138,192 $0 $0 SITE WORK3 Demolition Rough grading 154,618 154,618 Fine grading On-site concrete On-site electrical 8,349 8,349 On-site paving 205,254 205,254 On-site utilities 74,858 74,858 In-kind contribution will go towards on-site utilities Decorative masonry Bumper stops, striping & signs

Subtotal Site Work Cost $443,079 $0 $443,079 SITE AMENITIES Landscaping 43,200 43,200 Pool and decking Athletic court(s), playground(s) 38,645 38,645 Fencing Other (specify) - see footnote 1 Subtotal Site Amenities Cost $81,845 $0 $81,845 BUILDING COSTS*: Concrete 220,036 220,036 Masonry Metals 50,589 50,589 Woods and Plastics 716,014 716,014 Thermal and Moisture Protection 54,849 54,849 Roof Covering 62,717 62,717 Doors and Windows 110,187 110,187 BUILDING COSTS (Continued): Finishes 386,988 386,988 Specialties 17,993 17,993 Equipment 107,961 107,961 Furnishings 4,336 4,336 Special Construction 12,094 12,094 Conveying Systems (Elevators) Mechanical (HVAC; Plumbing) 357,225 357,225 Electrical 284,201 284,201 Individually itemize costs below: Detached Community Facilities/Building 202,958 202,958 Carports and/or Garages Lead-Based Paint Abatement Asbestos Abatement Structured Parking Other (specify) - see footnote 1 Subtotal Building Costs $2,588,149 $0 $2,588,149

TOTAL BUILDING COSTS & SITE WORK $3,113,073 $0 $3,113,073

OTHER CONSTRUCTION COSTS General requirements (<6%) 3.77% 122,494 122,494 3.93% Field supervision (within GR limit) Contractor overhead (<2%) 1.88% 61,247 61,247 1.97% G & A Field (within overhead limit) Contractor profit (<6%) 5.65% 183,740 183,740 5.90% Contingency (7-10%) 4.20% 136,564 136,564 4.39% Subtotal Ancillary Hard Costs $504,045 $0 $504,045

TOTAL DIRECT HARD COSTS $3,617,118 $0 $3,617,118

INDIRECT CONSTRUCTION COSTS3 Architectural - Design fees 180,000 180,000 Architectural - Supervision fees Engineering fees Real estate attorney/other legal fees 40,000 40,000 Accounting fees 20,000 20,000 Impact Fees Building permits & related costs Appraisal 15,000 15,000 Market analysis 7,500 7,500 Environmental assessment 8,000 8,000 Soils report Survey Marketing 25,000 Partnership Hazard & liability insurance 10,000 10,000 Real property taxes Personal property taxes Tenant relocation expenses Other (specify) - see footnote 1 Plan Review 22,000 22,000 Subtotal Indirect Const. Cost $327,500 $0 $302,500 DEVELOPER FEES3 Housing consultant fees4 150,000 150,000 General & administrative Profit or fee 690,000 690,000 Subtotal Developer's Fees 19.98% $840,000 $0 $840,000 FINANCING: CONSTRUCTION LOAN(S)3 Interest 154,481 154,481 Loan origination fees 25,747 25,747 Title & recording fees 45,000 45,000 Closing costs & legal fees 50,000 50,000 Inspection fees Credit Report Discount Points Construction Insurance 10,000 10,000 Other (specify) - see footnote 1 PERMANENT LOAN(S) Loan origination fees 12,865 Title & recording fees 3,000 Closing costs & legal Bond premium Credit report Discount points Credit enhancement fees Prepaid MIP Other (specify) - see footnote 1 Other (specify) - see footnote 1 BRIDGE LOAN(S) Interest Loan origination fees Title & recording fees Closing costs & legal fees Other (specify) - see footnote 1 Other (specify) - see footnote 1 OTHER FINANCING COSTS3 Tax credit fees 30,425 Tax and/or bond counsel Payment bonds Performance bonds Credit enhancement fees Mortgage insurance premiums Cost of underwriting & issuance Syndication organizational cost 40,000 Tax opinion Contractor Guarantee Fee Developer Guarantee Fee Cost Cert Fee 10,000 HUB Fee 50,000 Subtotal Financing Cost $431,518 $0 $285,228 RESERVES Rent-up 45,000 Operating 118,822 Replacement 9,000 Escrows Subtotal Reserves $172,822 $0 $0 TOTAL HOUSING DEVELOPMENT COSTS5 $6,347,150 $0 $5,044,846 - Commercial Space Costs6 TOTAL RESIDENTIAL DEVELOPMENT COSTS $6,347,150

The following calculations are for HTC Applications only. Deduct From Basis: Federal grant proceeds used to finance costs in Eligible Basis Non-qualified non-recourse financing Non-qualified portion of higher quality units §42(d)(5) Historic Credits (residential portion only) Total Eligible Basis $0 $5,044,846 **High Cost Area Adjustment (100% or 130%) 130% Total Adjusted Basis $0 $6,558,300 Applicable Fraction 100% Total Qualified Basis $6,558,300 $0 $6,558,300 Applicable Percentage7 9.00% Calculated Credits $590,247 $0 $590,247

Credits Supported by Eligible Basis $590,247

Name of contact for Cost Estimate: Dolph Woodman

Phone Number for Contact: 417-695-2100

Footnotes: 1 An itemized description of all "other" costs must be included at the end of this exhibit. 2 All Off-Site costs must be justified by a Third Party engineer in accordance with the Department's format provided in the Offsite Cost Breakdown form.

3 (HTC Only) Site Work expenses, indirect construction costs, developer fees, construction loan financing and other financing costs may or may not be included in Eligible Basis. Site Work costs must be justified by a Third Party engineer in accordance with the Department's format provided in the Site Work Cost Breakdown form.

4 (HTC Only) Only fees paid to a consultant for duties which are not ordinarily the responsibility of the developer, can be included in Eligible Basis. Otherwise, consulting fees are included in the calculation of maximum developer fees. 5 (HTC Only) Provide all costs & Eligible Basis associated with the Development. 6 (HTC Only) Costs associated with construction of facilities that generate revenue through commercial uses or from fees charged to tenants (covered parking individual storage units, etc.) must not be included in Eligible Basis and must be removed from "Total Housing Development Costs" to determine "Total Residential Development Costs."

7 (HTC Only) Use the appropriate Applicable Percentages as defined in §10.3 of the Uniform Mutifamily Rules. General Contractor Cetiification for Cost of Development Per Square Foot

Per Secti on 11.9 (e)(2) o[ !he QAP (Cost of Development per Square foot), I hereby ccrtiry to the Building Costs that are contained within this applica tion.

General Contractor Signature Dale 2013 HTC Full Application

Part 4 Tab 28

Summary of Sources and Uses

Summary of Sources and Uses of Funds

Describe all sources of funds and total uses of funds. Information must be consistent with the information provided throughout the Application (i.e. Financing Narrative, Term Sheets and Development Cost Schedule). Where funds such as tax credits, loan guarantees, bonds are used, only the proceeds going into the development should be identified so that "sources" match "uses."

Construction Period Permanent Period Lien Lien Financing Participants Funding Description Interest Position Loan/Equity Interest Amort - Term Syndication Position Loan/Equity Amount Rate (%) Amount Rate (%) ization (Yrs) Rate Debt TDHCA HOME $0 0% $ - 0% 0 0 TDHCA NSP $0 0% $ - 0 0 TDHCA Mortgage Revenue Bond $0 0% Bank of Oklahoma Conventional Loan $5,149,378 4.50% 1st $ 1,286,516 6.00% 360 30 1st

Third Party Equity Raymond James HTC $ 571,912 $ 746,345 $ 4,975,634 0.87

Grant City of Wichita Falls In-Kind Contribution $ 36,000

Deferred Developer Fee Overland Property Group Def. Dev. Fee $ 85,000 Overland Property Group Dev. Fee Post Const. $ 275,991

Other

OPG Maplewood Partners Reserves $ 161,606

Total Sources of Funds $ 6,369,320 $ 6,347,150 Total Uses of Funds $ 6,347,150 2013 HTC Full Application

Part 4 Tab 29

HOME Financial Capacity and Construction Oversight

NA 2013 HTC Full Application

Part 4 Tab 30

HOME Matching Funds

NA 2013 HTC Full Application

Part 4 Tab 31

Financing Narrative

Finance Scoring (for Competitive HTC Applications ONLY) Self Score Total: 96

1. Commitment of Development Funding by Unit of General Local Government (§11.9(d)(3)) UGLG Funding Amount $ 36,000 Per Unit Funding Amount: 1000 eligible for points: i. Population 104,553 x 0.15 = $ 15,683 or $ 15,000 per unit scoring threshold: $ 15,000 per unit ii. Population 104,553 x 0.10 = $ 10,455 or $ 10,000 per unit scoring threshold: $ 10,000 per unit iii. Population 104,553 x 0.05 = $ 5,228 or $ 5,000 per unit scoring threshold: $ 5,000 per unit

iv. Population 104,553 x 0.0250 = $ 2,614 or $ 1,000 per unit scoring threshold: $ 1,000 per unit 9 v. Population 104,553 x 0.01 = $ 1,046 or $ 500 per unit scoring threshold: $ 500 per unit 8

Firm Commitment from Unit of general Local Government in form of resolution? No

Resolution of support from the Governing Body of the city or county in which the Development is located stating that they would provide No development funding but have no funding available due to budgetary or fiscal constraints

Total Points Claimed: 9 2. Financial Feasibility (§11.9(e)(1)) Eligible Pro-Forma and letter stating the Development is financially feasible. 0 x Eligible Pro-Forma and letter stating Development and Principals are acceptable. 18

Total Points Claimed: 18

3. Leveraging of Private, State, and Federal Resources (§2306.6725(a)(3); §11.9(e)(4)) Percent of Units restricted to serve households at or below 30% of AMGI 11.11% Housing Tax Credit funding request as a percent of Total Housing Development Cost 9.01% eligible for points: Development Leverages CDBG Disaster Recovery, HOPE VI, or Choice Neighborhood Funding 0 Housing Tax Credit Request < 7% of Total Housing Development Cost 0 Housing Tax Credit Request < 8% of Total Housing Development Cost 0 Housing Tax Credit Request < 9% of Total Housing Development Cost 0 * Be sure no more than 50% of Developer fees are deferred. Total Points Claimed: 0 4. Financing Narrative (All Applications)

Briefly describe the complete financing plan for the Development, including the sources and uses of funds, matching funds (if applicable), and any other financing. The information must be consistent with all other documentation in this section. Utility Allowances Electricity, Water & Sewer will be paid by the tenants. The landlord will be responsible for trash collection.

Operating Costs The management fee is 5.00% of effective gross income. Management and maintenance payroll is estimated to be $16,134 and $13,777 respectively. This estimate includes payroll taxes, insurance, and benefits. Total payroll costs are $831 a unit. General and Administrative costs are estimated to be $270 a unit. This estimate is low because of the small size of the development. Repairs and maintenance costs are estimated to be $450 a unit. This estimate was based on the developer’s previous experience which gave them a target of $424 a unit, we increased that slightly to account for general cost of business increases. Total utilities are estimated to be $732 a unit. Total annual expenses per unit are $3,802. We consider this to be a reasonable estimate based on average operating costs for similar sized properties in Region 2.

Construction and Permanent Loan The company will obtain $5,149,378 in construction financing through Bank of Oklahoma for the construction of the development through a non-revolving advancing line of credit. The construction loan will be floating for a term of 24 months. The permanent phase will be a principal amount of $1,286,516 with a 17 year term. The rate will be broken into 2 tranches: Tranche 1 will be $1,195,045 and will be fixed at BOK’s cost of funds plus 300 basis points, this equates to 6.00% Tranche 2 will float at BOK National Prime plus 100 basis points. This currently equates to 6.00%. The Lender will hold 1st lien on the property and structure.

Equity Equity will be advanced from Raymond James in the estimated amount of $4,975,634 with $746,345 of the equity proceeds paid prior to construction completion. Syndication proceeds are based on $0.87 per dollar of the annual tax credit allocation of $571,912.

Local Funds The City of Wichita Falls will commit to provide over $1,000 per unit in funding for the development, or $36,000, in the form of an in-kind contribution.

Deferred Developer Fee Total developer fee is currently projected to be $690,000 with $85,000 of this fee to be deferred. The deferred fee portion can be repayed from cash flow within 15 years. 2013 HTC Full Application

Part 4 Tab 32

Financing Supporting Documents

Supporting Documents Should be Included Behind this Tab

Resolution from local Government confirming support for the Development, and citing specific budgetary constraints prohibiting financial support x Statement from the applicable city or county (or instrumentality) acknowledging that a request for funds was subitted and that a decision about funding will occur no later than September 1, 2013 x Executed Pro Forma from Permanent or Construction Lender x Letter from lender regarding approval of Principals x Evidence of Permanent and Construction Financing (term sheets, loan agreements) Evidence of any Gap Financing Evidence of any Owner Contributions x Evidence of Equity Financing (HTC applications only) Evidence of Rental Assistance/Subsidy 2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Local Government Contribution

- /.Jic~i~ fff' T E X AS $/tie' 5/

February 28, 2013

Mr. Brett Johnson Overland Property Group, LLC 534 S. Kansas Ave, Ste. 900 Topeka, KS 66603

Re: Acknowledgement of Funding Request for The Reserves at Maplewood Apartments TDHCA Application #13246

Dear Mr. Johnson,

It is our understanding the Overland Property Group, LLC is submitting an application for Low Income Housing Tax Credits (LIHTC) to the Texas Department of Housing and Community Affairs (TDHCA) for a proposed 36-unit multi-family apartment complex (The Reserves) in Wichita Falls, Texas.

The City of Wichita Falls formally acknowledges your funding request for community support for financial assistance at The Reserves at Maplewood Apartments that is proposed to be located east of McNiel Avenue at North Regent Drive, immediately south of the proposed Maplewood extension. A decision regarding the award of community support funding from the City of Wichita Falls to assist with the project development at The Reserves will occur no later than September 1, 2013.

If you have any questions during the interim, please contact the City of Wichita Falls Planning Division (940) 761-7451 for additional information.

Sincerely, /i . Kevin Hugman Assistant City Manager/ Community Development Director

CITY OF WICHITA FALLS 1300 7TH Street P.O. Box 1431 Wichita Falls, Texas 76307 t: (940761-7404 f: (940) 761-8833 www.wichitafallstx.gov 2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Lender Proforma

The pro forma should be based on the operating income and expense information for the base yeor (first year of stabilized occupancy using taday's best estimates of rental income and expenses), and prlndpal and Interest debt service. The Department currently considers an annual growth rate of 2% far Income and 3% for expenses to be reasonably conservative estimates. Written explanation for any deviations from these growth rates or for assumptions other than straight-line growth made during the proforma period should be attached to this exhibJt.

By signing below I (we) are certifying that the above 15 Year pro forma has been reviewed and is acceptable. (Signature only required if using this pro forma for points under §11.9(e){1) rei~- to Financial Feasibility) ,.,.. ~· Phone: qjg'-5Jl::JP. 4_:<.0 2[2.11[2ol3 ~ate Email: 1(;\,lb.if.re ~bUOVv- 1ction or Permanent Lender L-1 SA-11. kL-i%t ~ Printed Name 2013 HTC Full Application

Part 4 Tab 32

Supporting Documents: Financing Letters

0 BOK FINANCI.Ar LISA E. ALBERS Vice President One Williams Center Tulsa, Oklahoma 74172 [email protected] Phone: 918-588-6420 February 27, 2013

Pat Beatty Overland Property Group 534 South Kansas Avenue, Suite 900 Topeka, Kansas 66603

Dear Mr. Beatty,

On behalf of BOKF, NA dba Bank of Oklahoma (the Bank) it is our pleasure to offer the following financing terms for the new construction of the 36-unit single-family development in Wichita Falls, Texas named The Reserves at Maplewood. The terms presented below are indicative of a loan structure we would like to pursue and are based on the information provided by you and our underwriting assumptions.

Borrower: OPG Maplewood Partners, LLC

Loan Amount: Construction Loan: $5,149,378 non-revolving advancing line of credit. This is based on the following factors occurring prior to funding: A project budget of $6,347,150 and an allocation of 9% Low Income Housing Tax Credit from TDHCA.

Permanent Loan: $1,286,516

Maturity: Construction Loan: Twenty-four (24) months from closing. Monthly interest payments will be due during construction.

Permanent Loan: Seventeen (17) years from closing.

Collateral: First mortgage on the project which consists of 36-units; the assignment of all leases and rents, contracts, plans and specifications of the project.

Interest Rate; The rate will be broken into two (2) tranches:

Tranche 1: $1,286,516 will be fixed at BOK's cost of funds plus 300 basis points. This currently equates to 6.0%. The rate will be fixed at the time the construction loan closes and will continue through the term of the permanent loan. This tranche will be funded first and will be fully funded 12 months from the date the construction loan closes. It will be interest only for 2 years and at conversion it will begin amortizing on a 30-year amortization.

Services provided Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Kansas City, Bank of Oklahoma, Bank of Texas, Colorado State Bank and Trust. doing business as BOKF, NA. Tranche 2: $3,862,862 will float at BOK National Prime plus 100 basis points. This tranche will be interest only and will be completely paid off when the loan converts to the permanent Joan.

Origination Fee: Construction Loan: A non-refundable fee of 1% of the construction loan will be payable at closing.

Permanent Loan: A non-refundable fee of 1% of the term loan will be payable at conversion.

Payment Terms: Construction Loan: Monthly interest payments will be due during construction.

Permanent Loan: Fixed monthly payments of principal and interest based on a 30-year amortization.

Prepayment Penalty: Tranche 1: The greater of yield maintenance or one percent (1 %) of the prepaid amount.

Tranche 2: None.

Guaranty: Construction Loan: Related parties acceptable to the Bank will provide an unlimited guaranty of the loan amount during construction.

Permanent Loan: None, except for standard fraud carve outs.

Sources of Funds: Proceeds from the sale of an allocation of 9% LIHTC funds from the syndicator.

Use of loan Proceeds: The Loan proceeds will be used exclusively to construct the 36 units at the project in Wichita Falls, Texas.

Disbursement Of Loan Funds: Disbursement of Loan proceeds will occur no more than monthly, following the Bank's receipt and acceptance of written advance requests. Requests should be based on the final approved project budget and the progress of the construction of the Project, and subject to a third party inspecting review. Advance requests shall be accompanied by support documentation, lien waivers, and date down endorsements.

Appraisal: Funding is contingent on the Bank's receipt of an acceptable self-contained appraisal report stating the Market Value of the Project, prepared by a Bank approved MAL The loan amount is subject to a maximum 75% loan-to-value.

2 Environmental Report(s): Prior to closing, Borrower will provide the Bank with a Phase I environmental audit, prepared by a licensed environmental engineer, approved by the Bank, reflecting the Project's real property to be free and clear of any environmental hazard on, under, or around the subject.

Mortgage Title Insurance: Prior to closing, the Bank requires receipt of a commitment for mortgage title insurance in an amount equal to the maximum loan amount, issued by a Bank approved title insurance company, listing no liens other than those which are to be paid off prior to or at closing. There are to be no exceptions other than routine utility easements and restrictions, and the current year's taxes not yet due. The Bank shall be named as the insured mortgagee.

Survey: Prior to closing, the Bank requires receipt of a minimum ALTA survey of the Project, in form and content acceptable to the Bank, showing all easements, encroachments or any other item which may affect the Bank's lien position. The survey must be satisfactory to delete the survey exception in the mortgage title insurance commitment. All surveys are to be performed by a Texas registered land surveyor acceptable to the Bank. All surveys must be certified as true and correct to the Bank, title insurance company and the Borrower.

Flood Insurance: If any improvements (existing and/or proposed) on the Project are or will be located in an area identified by the U. S. Department of Housing and Urban Development (H.U.D.) as an area having "special flood hazards", flood insurance must be purchased and maintained in the amount of the Loan.

Insurance: At or before closing, all Real Estate Secured Properties must be covered by Property, Casualty and General Liability insurance coverage and in some cases may require other property specific coverage. Construction loans must, also, be covered by Builder's Risk coverage including Worker's Compensation. Insurance policies must be provided by companies meeting a criterion of being, at minimum, A.M. Best rated A, size category VII or being Lloyd's of London or be covered under a FAIR plan, if it is the only coverage available at a reasonable cost. The named insured is to be the Borrower and in all cases the Bank (Mortgagee) shall be named as an additional insured and Loss Payee.

Governmental Approvals: Borrower shall provide the Bank with evidence of all necessary governmental approvals for the Project, including but not limited to, zoning and building permits.

Utilities: Borrower shall provide evidence to Bank of the availability, at the Project, of all utilities service necessary for the construction and operation of the Project including, but not limited to water, electric, natural gas, telephone and sanitary sewer.

3 Plans & Specifications: Prior to Closing, Bank requires copies of all Borrower's final building plans and specifications with architect's certification. The Borrower agrees that no changes will be made in the plans and specifications without the prior written consent of the Bank.

General Contractor: The general contractor to be used to construct the Project shall be subject to the approval of the Bank, prior to Loan closing.

Construction Contract: A certified copy of the final fixed price bonded construction contract will be provided to the Bank prior to closing. The Bond must be from an insurer rated A NI II by A.M. Best Company or M or higher by Standard and Poor.

Assignment of Project Documents: As additional collateral the Borrower will assign to the Project Funding Sources, which will include the Bank, the Borrower's interest in the architect's drawings, other plans and specifications and the construction contract.

Inspecting Architect: The Bank will engage an independent project architect approved by the Bank, to perfonn a pre-construction review and cost analysis in addition to monthly construction progress and draw request reviews during the construction of the Project. All costs for services rendered by the inspecting architect are to be paid for by the Borrower.

Other Encumbrances: No other encumbrances will be placed on the collateral without the prior written approval of the Bank.

Assignment: This commitment can not be assigned without the prior written consent of the Bank.

Guarantor Financial Statements: Guarantors will provide Bank with annual financial statements, including balance sheet including contingent liabilities, income and expense statement, tax returns and any additional supporting information reasonably requested by the Bank.

Pending Litigation: Borrower shall certify to Bank that no litigation or proceedings are pending or threatened which might adversely affect the Borrower's or the Guarantor's ability to perform under the terms of this agreement or the loan documents.

Ownership Change: Ownership of the Borrower shall not change during the term of the Loan without the prior written consent of the bank.

Representation of Fact: This commitment is subject to the accuracy of all information and representations submitted with or in support of the application for the Loan.

4 Opinion of Counsel: Prior to or at closing, the Bank requires a legal opinion of Borrower's counsel which will provide a legal opinion confirming that all matters pertaining to the Project and Loan are valid, enforceable and in accordance with the intended terms and do not violate any laws.

Preparation of Loan Documents: The Bank's legal counsel will prepare the loan documents at the expense of the Borrower.

Take-Out Assurances: Prior to closing of the Construction Loan, written assurances, which obligate a funding source to pay-down the Construction Loan, must be in place. The assurances will obligate the funding source to restrict proceeds in the amount of the required pay-down and set forth a date no later than the maturity date of the Construction Loan in which the proceeds will be funded to Bank of Oklahoma.

Developer Fee: A portion of the Developer Fee may be paid at closing. The remaining will be funded once the equity installment is paid.

Debt Service Coverage: Beginning with the first calendar year following the year in which the Construction Loan is converted to the Permanent Loan, the Borrower will maintain a minimum 1.20 to 1.00 annual debt service coverage ratio (DSCR) on the Collateral during each calendar year. If the Collateral does not generate sufficient cash to provide a DSCR of 1.20 to 1.00 the loan will be in default

Related Deposit Accounts: The related deposit accounts for this project will be maintained at the Bank of Oklahoma, this will include:

• Construction Account • Operating Account • Lease Up Reserve • Replacement Reserve • Operating Reserve • Tax and Insurance Escrow

LIHTC Certification: Borrower will provide Bank a copy of Annual Owner's Certificate provided to TDHCA.

Expenses: Borrower will pay all expenses associated with the Loan. The expenses shall include but not be limited to; attorney's fees, lender's title Insurance policy, appraisal, environmental report, survey and mortgage tax (where allowed by law), and engineer or inspector fees. Any costs incurred for this financing will be the responsibility of the Borrower to pay. Please be advised that it is the Borrower's sole responsibility to pay these costs irrespective of whether the loan closes or not.

5 Other Requirements: The subject requirements are intended to set out the primary terms and conditions of the Loan, but are not all-inclusive. This commitment is subject to review by the Bank's legal counsel, and the Bank reserves the right to reasonable require other mutually agreeable conditions and documents necessary to establish, perfect, and maintain the contemplated Loan, including but not limited to loan agreement, note, mortgage, assignment of leases and security agreement.

Thank you for the opportunity to consider financing this project. Please let me know if I can answer any additional questions.

Be t ~egards,

(sa E. Albers

6 0 BOK FINANCIAL: LISA E. ALBERS Vice President One Williams Center Tulsa, Oklahoma 74172 [email protected] Phone: 918-588·6420 February 27, 2013

Pat Beatty Overland Property Group 534 South Kansas A venue, Suite 900 Topeka, Kansas 66603

Dear Mr. Beatty,

I have received and reviewed the 15 year pro forma for The Reserves at Maplewood located in Wichita Falls Texas. The attached pro forma, which has been prepared and executed by an authorized representative ofBOKF, NA projects total operating expenses, net operating income, and debt service for the first year of stabilized operation based on preliminary information provided by the borrower.

The attached pro forma indicates that the development would maintain no less than a 1.20 debt coverage ratio throughout the initial fifteen years. These projections, which indicate that the Development is expected to be feasible for fifteen years, are made based upon the preliminary information provided by the borrower to this point, and are subject to BOKF, NA due diligence review.

Additionally, BOKF, NAhas performed a preliminary review of the credit worthiness of OPG Maplewood Partners, LLC. At this time, BOKF, NA has no reservation with any of the Principals of the borrower.

BeA{ Regards, . '. . ) I ~5L1£ /Jf ~ c+E.Albers

' " Attachment: 15-year Proforma

Services provided Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Kansas City, Bank of Oklahoma, Bank of Texas, Colorado State Bank and Trust, doing business as BOKF, NA. The pro forma should be based on the operating income and expense information for the base yeor (first year of stabilized occupancy using taday's best estimates of rental income and expenses), and prlndpal and Interest debt service. The Department currently considers an annual growth rate of 2% far Income and 3% for expenses to be reasonably conservative estimates. Written explanation for any deviations from these growth rates or for assumptions other than straight-line growth made during the proforma period should be attached to this exhibJt.

Part 4 Tab 32

Supporting Documents: Equity Financing

RAYMOND JAMES

February 28, 2013

Pat Beatty Overland Property Group 534 S, Kansas Ave. Suite 900 Topeka, KS 66603

Re: Partnership: OPG Maplewood Partners, LLC Property Name: The Reserves at Maplewood City/State: Wichita Falls, TX

Dear Pat:

This letter will confirm our agreement e'Agreement") whereby Raymond James Tax Credit Funds, Inc. ("RJTCF") shall attempt to effect a closing ("Closing") of an investment by a Fund sponsored by RJTCF (the "RJTCF Fund") in the above named partnership ("Partnership") on the assumptions, terms, and conditions contained in this letter, or such other assumptions, terms and conditions as are acceptable to you, RJTCF and the RJTCF Fund.

CURRENT ASSUMPTIONS:

I. DESCRIPTION OF THE PROJECT AND THE INVESTMENT.

A. Project:

I. New Construction 2. Units: 36. 3. Estimated Construction Start Date: November 2013. 4. Estimated Construction Completion Date: October 2014. 5. Estimated 100% Occupancy Date: February 2015. 6. Set-aside Requirements: Four of the units must be leased at 30% or less than median income, eight of the units must be leased at 50% or less than median income, and twenty-four ofthe units must be leased at 60% or less than median income. 7. Rental Assistance: a. Number Of Units: N/A. b. Amount: N/A. c. Term: N/A. d. Source: N/ A. 8. Management: a. Company: Overland Property Group, or its affiliate. b. Management Fee: 5.0% of gross collected rents (estimate). 9. General Contractor: TB D.

B. Tax Credit Information:

1. Estimated Partnership Annual Credits: $571,912. 2. RJTCF Fund's Share of Partnership Annual Credits: 99.99% 3. Estimated RJTCF Fund Annual Credits: $571,855.

Raymond James Tax Credit Funds, Inc. A Suboidillry o! Rllymond Jzamoa Finllncial, Inc. 880 Carillon Parkway • St. Petersburg, FL 33716 800-438-8088 • 727·567-8455 Fax rjtcf.com 4. Applicable Fraction: 100%. 5. Applicable Percentage: 9.00%. 6. First Credit Year: 2014.

C. Equity Investment:

1. Estimated $0.87 per dollar of the RJTCF Fund Total Credits ("Credit Price"), subject to market conditions and availability of funds.

2. Estimated RJTCF Fund Total Capital: $4,975,634. Note that actual contributions are based on actual credits delivered. If actual RJTCF Fund Total Credits are less than the estimated amount, RJTCF Fund Total Capital will be reduced by the shortfall times the Credit Price. If actual RJTCF Fund Total Credits are greater than the estimated amount ("Excess Credits") and such Excess Credits are not attributable to an additional reservation of Credits, then the RJTCF Fund Total Capital will be increased by an amount equal to the Excess Credits times the Credit Price, but RJTCF Fund Total Capital shall not exceed 105% of the Estimated RJTCF Fund Total Capital except as provided below. The RJTCF Fund will specify the terms, if any, under which it will purchase any Excess Credits attributable to an additional reservation of Credits, and/or those that would otherwise cause capital contributions to exceed 105% of the Estimated Total Capital. If those terms provide for a credit price less than the Credit Price, the General Partners can accept or reject those terms. Any Excess Credits that the RJTCF Fund is unwilling to buy or that the General Partners are unwilling to sell at the price specified by the RJTCF Fund shall be allocated to the General Partners.

3. Installment Payment of Estimated RJTCF Fund Total Capital: a. $746,345 (15%) at Closing, of which $40,000.00 shall be paid directly to RJTCF in payment of its due diligence fee b. $248,782 (5%) at the later of July 1, 2014 or Construction Completion c. $3,482,944 (70%) at later of October 1, 2014 or Construction Completion d. $497,563 (1 0%) at Stabilized Operations ("Stabilization Capital Contribution"), of which $50,000 may be held back and paid when Forms 8609 are received.

4. Timing Adjusters: The capital contribution of the RJTCF Fund shall be reduced by 70% of the shortfall between the Credits actually delivered and the Credits estimated to be delivered in 2014, 2015 and 2016. Currently, it is estimated that the Partnership will deliver $30,000 of Credits in 2014, $375,000 of Credits in 2015 and the Maximum Amount of Credits in 2015. The capital contribution of the RJTCF Fund shall be adjusted if and to the extent that the RJTCF Fund is admitted after Credits have begun to run.

In the event that the actual Credits with respect to the first or second Credit Year are more than the Credits projected for such years, then the capital contribution of the RJTCF Fund to the Partnership shall be increased by an amount (the "Upward Timing Adjustment") equal to 30% of such excess; provided, that any such increase is subject to the overall limitation that RJTCF Fund Total Capital

2 cannot exceed 105% of estimated RJTCF Total Capital without RJTCF Fund consent. The Upward Timing Adjustment shall be made and applied to increase the Stabilization Capital Contribution. It is understood and agreed that the Upward Timing Adjustment is intended to address any acceleration in the delivery ofthe first or second year of the Credit Period from the projected Credit amounts during such year where the total projected Credits for the entire Credit Period is not affected and that the Upward Timing Adjustment may be decreased if the RJTCF Fund determines in the exercise of its sole and absolute discretion that a smaller Upward Timing Adjustment must be paid in order to maintain the expected return on investment of its investors.

D. Allocation of Distributions:

1. Asset Management Fee: The RJTCF Fund shall receive an annual asset management fee of $3,000, increasing at 3% per year prior to any cash distributions. The Asset Management Fee shall begin once the Project has been placed in service and shall be prorated for the year that the Project is placed in service. The fee shall be cumulative to the extent unpaid in any year and shall be payable from sale proceeds of the property to the extent not previously paid.

2. Cash From Operations: Cash available to be distributed after paying Partnership expenses, funding the Replacement Reserve, and maintaining working capital reserves. Cash From Operations shall be allocated in the following order:

a. To the RJTCF Fund to the extent of any amounts owed, including amounts to be paid under Tax Credit Guaranty; b. To replenish the Operating Reserve if the balance therein is less than the Operating Reserve Minimum; c. To the Developer to pay any unpaid Deferred Development Fee; d. To the General Partners or Guarantors to repay any loans due under the Operating Deficit Guaranty; e. 89.99% to the General Partners as an incentive management fee; f. The balance 0.01% to the General Partners, and 99.99% to the RJTCF Fund.

In all events, the RJTCF Fund must receive at least 10% of the amount available for distributions to partners and payment of incentive management fees to the General Partners.

3. Cash From Sale or Refinancing: Proceeds available after paying all debts and liabilities and establishing any required reserves shall be allocated in accordance with capital accounts, in the following order:

a. To the RJTCF Fund to the extent of any amounts owed, including unpaid amounts under Tax Credit Guaranty; b. To pay any accrued but unpaid Asset Management Fee; c. To the Developer to pay any unpaid Deferred Development Fee; d. To the General Partners or Guarantors to repay any loans due under the Operating Deficit Guaranty; e. The balance, 90% to the General Partners and 10% to the RJTCF Fund

3 The distribution of Cash From Sale or Refinancing shall be subject to the requirement of the Internal Revenue Code that liquidating distributions be made in accordance with capital accounts.

E. Allocations of Profits and Losses:

1. Operating Profits and Losses: 99.99% RJTCF Fund; 0.01% General Partner. 2. Credits and Depreciation: 99.99% RJTCF Fund; 0.01% General Partner. 3. Gain or Loss on Sale: So as to bring the capital accounts into the ratios that will allow Proceeds of Sale to be distributed 90% to the General Partners and 10% to the RJTCF Fund, to the extent possible given the requirements of the Internal Revenue Code and the Treasury Regulations. 4. Operating Income and Losses Prior to Credit Delivery: At the discretion of the RJTCF Fund, Operating Income and Losses attributable to the period prior to the start of Credit delivery may be specially allocated to the General Partners.

F. Developer and Development Fee:

1. Developer: Overland Property Group 2. Estimated Development Fee: $840,000. 3. Development Fee is currently estimated to be paid as follows: a. 25% of current paid fee at closing b. 25% of current paid fee at the second capital contribution. c. The remaining current paid fee at the Stabilization capital contribution.

If necessary, part of the development fee, not to exceed $200,000, will be deferred beyond the date of the RJTCF Fund's final capital contribution installment, without interest, and shall be paid in accordance with the terms of allocations of Cash From Operations and Cash from Sale or Refinancing or, if not paid within 12 years after placed-in-service date, from General Partners' capital as described below. Any development fee that cannot be paid by the time of the final capital contribution of the RJTCF Fund or deferred in accordance with the foregoing limitation shall be paid as an excess cost under the Completion Guaranty. It is currently estimated that there will be a deferred development fee in the amount of$85,000. 4. Development Fee shall be pledged to secure the obligations of the General Partner and the Guarantors.

G. Reserves:

I. Replacement Reserve: $9,000 to be funded at the Stabilization Capital Contribution and $9,000 per year ($250/unit) beginning at the earlier of six months after completion of construction or the first month of Stabilized Operations, increased by 3% per year thereafter. In the aggregate, no more than $10,000 will be withdrawn from the Replacement Reserve in any calendar year without the approval of the RJTCF Fund. 2. Lease-up Reserve: $45,000, to be funded at the second capital contribution. The Lease-up Reserve shall be used to fund operating deficits prior to the Stabilization Capital Contribution. To the extent that funds remain in the Lease Up Reserve after such contribution, these funds will be transferred to the

4 Operating Reserve to meet the Operating Reserve Requirement and shall be held therein. 3. Operating Reserve: $118,822, to be funded into the operating reserve account (the "Operating Reserve Account") at the time of the funding of the Stabilization Capital Contribution. Such Operating Reserve Account shall be maintained for the duration of the Compliance Period (after which, funds on deposit may be released and distributed as Net Cash Flow) and shall be used exclusively to pay for Operating Deficits incurred by the Partnership after the date of the Stabilization Capital Contribution; provided however, that all withdrawals from the Operating Reserve Account that would cause aggregate draws in any one fiscal year to exceed $10,000.00 shall be made only with the Consent of the RJTCF Fund, which shall not be unreasonably withheld, delayed or conditioned. Operating Deficits shall be funded 50% from the Operating Reserve and 50% under the Operating Deficit Guaranty; provided, that, notwithstanding anything to the contrary contained herein, the Operating Reserve Account may not be drawn down below $65,000 ("the Operating Reserve Minimum") unless the General Partners have fully funded their obligations under the Operating Deficit Guaranty. Operating Deficits shall be funded 100% from the Operating Reserve once the General Partners have fully funded their obligations under the Operating Deficit Guaranty. Should the balance in the Operating Reserve Account fall below the Operating Reserve Minimum, Net Cash Flow on each Payment Date will be deposited in the Operating Reserve Account to maintain such minimum balance.

H. Obligations of General Partners:

I. General Partners: OPG MW Managers, LLC. 2. General Partners' Capital: $161,606 (estimate). 3. The General Partners agree that to the extent any deferred development fee has not been repaid from cash flow at the end of twelve years from the date the property is placed in service (or at the time of removal of the General Partners}, they will contribute sufficient capital so that the partnership can pay any amount of the deferred fee outstanding at that time. 4. The General Partners will provide the following guaranties: a. Completion Guaranty- The General Partners will guarantee lien-free completion of the Property and will pay any of the below costs that are in excess of the allowed sources of funds (including any allowed deferred development fee). Such costs include costs to:

( 1) acquire the Property and complete construction substantially in accordance with plans and specifications and free from any defects; (2) pay all acquisition and construction costs, including any construction period interest, costs, fees, and reserves; and (3) pay all operating expenses, debt service and capital maintenance items that exceed rental and other income through the date the RJTCF Fund makes its final capital contribution.

Any excess costs will not be considered loans or capital contributions. General Partners will also advance funds as needed during construction if proceeds of financing and/or capital contributions are not yet available to

5 pay such costs. Such advances will be repaid, without interest, once such sources of funds become available.

The General Partners will also guarantee that the permanent financing will close and that the debt service on the permanent financing will not exceed an amount that would allow the Partnership to achieve Stabilized Operations within a reasonable time. Any reduction in principal amount of, or interest rate on, the permanent financing necessary to achieve Stabilized Operations will be considered an excess cost to be funded under the Completion Guaranty.

In the event that certain events occur, the RJTCF Fund shall have the right to require the General Partners to repurchase the RJTCF Fund's interest for a price that returns 110% of its investment to date plus interest and any tax liability attributable to such payment. Examples of such events include failure to complete construction, achieve breakeven operations or achieve Stabilized Operations by agreed-upon dates, failure to replace withdrawn commitments for, or close, permanent financing, loss of rental assistance, failure to qualify for at least seventy (70%) of the expected Credits, etc. b. Tax Credit Guaranty- Guaranty that expected Credits will be available to the RJTCF Fund and Credits taken will not be recaptured. If the actual annual Credits available to the RJTCF Fund in any year are lower than the Credits expected, the General Partners shall reimburse the RJTCF Fund for the shortfall on a dollar for dollar basis. If it is determined that the shortfall in Credits will apply to future years as well, General Partners will refund an amount equal to the present value of those future credits. If the RJTCF Fund is subject to recapture (including disallowance of credits) of previously claimed credits, the General Partners shall reimburse the RJTCF Fund for its recapture amount. To the extent that payments in respect of the Tax Credit Guaranty are taxable, the payments shall be grossed-up to reimburse the RJTCF Fund for the tax liability.

This guaranty shall apply to a period that ends at the end of the LIHTC compliance period.

The General Partners will not be obligated if the reduction in the amount of Credits or recapture is a result of a change in the tax law or the disposition by the RJTCF Fund of its interest.

To the extent that the General Partners have no obligation to compensate the RJTCF Fund for reduced or recaptured Credits or fail to make payments due to the RJTCF Fund under the Tax Credit Guaranty, the amounts necessary to compensate the RJTCF Fund, plus interest, will be paid as a priority from all available cash, including Cash From Operations or Sale Proceeds. In the case in which the General Partners are obligated to make payments under the Tax Credit Guaranty but fail to do so, such cash distributions shall not reduce the General Partners'

6 obligations except to the extent that cash distributions paid to the RTJCF Fund would have otherwise been paid to the General Partners.

c. Operating Deficit Guaranty - Guaranty that the Partnership will have sufficient funds to remain current in its obligations during a specified period and that General Partners will make subordinated, interest-free loans to the Partnership to the extent necessary to meet obligations, including Asset Management Fee, debt service and the funding of reserves, for the period beginning with the Stabilization Capital Contribution and ending on the December 31 51 which is at least five years following the Stabilization Capital Contribution and on which each of the following is true:

( 1) In each of the three preceding calendar years, the Partnership has achieved a 1.15: I debt service coverage ratio, determined on an annual basis as shown in the audited financial statements for such years; (2) The General Partners have not been required to make any payments or loans to the Partnership under the Operating Deficit Guaranty in the preceding three calendar years; (3) The Partnership is current with regards to all liabilities; (4) The Partnership's Replacement Reserve account balance is an amount equal to 80% of the Annual Replacement Reserve times the length of time since completion of construction or rehabilitation; and ( 5) The General Partners have not been obligated to make any payments under the Tax Credit Guaranty within the preceding three calendar years. (6) The balance in the Operating Reserve Account must not be less than the Operating Reserve Minimum.

Operating deficit loans shall not bear interest and shall be payable on a subordinated basis from available cash, including Cash from Operations and Sale Proceeds.

The maximum obligations of the General Partners under this Operating Deficit Guaranty will not exceed $120,000

5. The General Partners shall pledge their interests in the Partnership to secure their obligations under the Partnership Agreement.

I. Obligations of the Guarantors:

1. Guarantors: The General Partners, Overland Property Group, Pat Beatty, Ed Keating and Rex Vanier, subject to RJTCF approval.

2. Guarantors unconditionally guarantee that the General Partners will perform all of their obligations under the partnership agreement, including, without limitation, guaranties, repurchase obligations and the obligation to make a capital contribution as and when required to pay deferred development fee and that the

7 developer will perform all of their obligations under the Development Agreement.

3. Guarantors shall provide such due diligence information as is necessary for RJTCF to ascertain their ability to perform under the guaranty of the General Partner's and Developer's obligations. Such information may include, without limitation, organizational and authority documentation for entity Guarantors, financial and tax return information, industry experience, references, credit inquiries and similar information. By execution of this letter, Guarantors agree to provide this information and authorize RJTCF to make third-party inquiries with respect to such matters.

J. Intentionally Deleted.

K. Financing:

1. Construction Financing a. Lender: Bank of Oklahoma. b. Amount: $5,149,378 (estimate). c. Rate: 4.50% (estimate). d. Terms: 24 months. e. Maturity: TBD. 2. Permanent Financing - First Mortgage a. Not to Exceed Amount: $1,286,516 (estimate). b. Lender: Bank of Oklahoma. c. Funds at stabilization. d. Non recourse. e. Not tax-exempt bond financed. f. Term (years): 17. g. Amortization period (years): 30. h. Interest rate: 6.00% (estimate). i. Fixed. ii. Annual payment: Not to exceed $92,559. i. Prepayment provisions: None (penalties, etc.) j. Other provisions: None.

L. Additional Financing.

I. City of Wichita Falls contribution of $36,000 to be funded during construction

M. Schedules.

The following preliminary schedules have been prepared by RJTCF to reflect its understanding of the transaction. These schedules will be finalized based on due diligence and become a part of the definitive documentation described below:

8 1. Sources and Uses of Funds schedule (reflecting conditions at completion) is attached as Schedule A. 2. Construction Sources and Uses ofFunds is attached as Schedule B. 3. Pro Forma Operating Budget is attached as Schedule C.

N. Definitive Documents

All ofthe terms and conditions of the investment shall be set forth in definitive documents to be negotiated by the parties including but not limited to an Amended and Restated Operating Agreement, together with certain closing exhibits (including various Guaranty Agreements). Such documents shall be consistent with the terms and conditions set forth in this letter with such changes as the parties may agree are appropriate. Once executed, the definitive documents shall supersede this letter, which shall be of no further force or effect. RJTCF will begin preparation of the definitive documents upon the completion of our due diligence to our satisfaction, as determined in our sole discretion.

II. INFORMATION REQUIRED BY THE RJTCF FUND DUE DILIGENCE AND REPORTING REQUIREMENTS

The specific information required by the RJTCF Fund prior to Closing, as a condition of making its capital contribution, and on an ongoing basis throughout the term of the Partnership, are as follows:

A. Before closing, the RJTCF Fund will require receipt of those items set forth in Appendix A. B. Before making its various capital contribution installments, the RJTCF Fund will require receipt of those items set forth in Appendix B. C. The RJTCF Fund will require reports from time to time, as described in Appendix C.

Ill. THE RJTCF FUND EXIT RIGHTS

The RJTCF Fund shall have the right to require the General Partners to acquire its interest after the end of the compliance period for a price equal to the amount the RJTCF Fund would receive if the Partnership sold the Project at fair market value, paid its debts and distributed the remaining assets in accordance with the provisions relating to distribution of sales proceeds. If the General Partners fail to acquire the RJTCF Fund's interest, then the RJTCF Fund shall have the right, without the concurrence of the General Partners, to order a sale of the Project.

IV. OTHER ASSUMPTIONS TO CLOSING

l. Prior to Closing, there shall have been no changes in tax laws or Treasury pronouncements, or changes in interpretations of existing tax issues that would materially and adversely affect this investment. 2. In the event an investment in the Partnership requires HUD Previous Participation Certification (HUD Form 2530), the RJTCF Fund and its investor members are willing and able to request and obtain HUD 2530 approval in accordance with the filing requirements promulgated by HUD. 3. RJTCF and the RJTCF Fund's review and approval in its sole discretion of all due diligence materials, including the construction and permanent loan commitments, proposed extended use agreement, real estate, plans and specifications, market study (including any additional market studies determined by the RJTCF Fund and the fund to be necessary - at the Partnership's expense), basis for the Credits, operating budgets,

9 construction and lease-up budgets, current financial statements of the General Partners, other guarantors and their affiliates, verification of background information to be provided by the General Partners and their affiliates, and references to be provided by the General Partners. 4. Satisfactory inspection of the property by RJTCF and the RJTCF Fund investors. 5. Approval by the Investment Committee of RJTCF and the RJTCF Fund investors of the terms and conditions of the investment in their sole discretion based on then current market conditions. 6. Availability of investment funds. 7. The negotiation of definitive documents as described herein (and this Agreement shall terminate if all such documents are not executed and delivered by the Closing date). 8. During underwriting and due diligence, RJTCF will review the rental assistance agreement and market conditions, and may in its sole discretion determine that a Rental Assistance Transition Reserve or Rental Assistance Loss Guarantee be required as a requirement of Closing.

V. TERM

The initial term of this Agreement shall be for a period of eleven months from the date of this letter, with a closing (Closing Date) no later than January 30, 2014, providing that RJTCF may terminate this Agreement by giving at least 10 days written notice if it determines, in the exercise of its sole discretion that the conditions to closing are unlikely to be met. RJTCF may extend the term of this Agreement up to 90 days beyond the initial term and both parties can agree in writing to an extension beyond that date. If due diligence activities and negotiation of definitive documents continue beyond termination of this Agreement, the parties shall not be bound hereunder, but only to the extent provided in definitive documents or other written agreements that are actually executed and delivered.

VI. EXCLUSIVITY

You acknowledge that the RJTCF Fund will expend significant effort and expense, and may forego other investment opportunities, in connection with its best efforts to effect a Closing. You agree that you will not solicit or entertain any offers by other parties to acquire an equity interest in the Partnership during the Term of this Agreement. Furthermore, you agree to pay the RJTCF Fund its $40,000.00 due diligence fee and to reimburse it for the due diligence expenses described below, up to a maximum of$10,000, regardless of whether or not the Investment closes, unless such failure to close was due to RJTCF inability to obtain Investment Committee or Investor approval.

The Partnership must provide at its expense a legal opinion acceptable to RJTCF. If required by an Investor in connection with its admission to the RJTCF Fund subsequent to the Closing of the Investment, such opinion must be updated and reissued at Partnership expense.

VII. DUE DILIGENCE FEES

At the Closing, the Partnership shall pay $40,000 or greater negotiated amount to the RJTCF Fund for the costs associated with the due diligence process and preparation of Partnership documents and legal opinions. A higher amount may be appropriate, for example, if the RJTCF Fund undertakes significant work to obtain the title policy, close complicated financings, etc. Such additional charges are subject to negotiation and no amount greater than $40,000 will be incurred or due to the RJTCF Fund from the Partnership without your agreement. You will be responsible for payment of the $40,000 or

10 greater agreed upon fee whether or not the Investment closes, unless such failure to close was due to RJTCF inability to effect the Closing.

VIII. DUE DILIGENCE EXPENSES

Due diligence expenses for third party rep01ts ordered by RJTCF shall be paid by the Partnership regardless of whether the Partnership has separately obtained such reports, including without limitation: market study, appraisal, environmental reports, subsurface investigation report, preconstruction review and construction inspections, credit reports and background investigations. Generally, such expenses shall be paid by the Partnership in connection with the Closing. If and to the extent that these expenses are paid by RJTCF, they shall be reimbursed by the Partnership regardless of whether or not the Investment closes, unless such failure to close was due to RJTCF inability to effect the Closing.

IX. CONFIDENTIALITY

This letter is delivered to you with the understanding that neither it nor its substance shall be disclosed to any third party except those who are in a confidential relationship with you, or where the same is required by law.

11 X. ACCEPTANCE

If these terms and conditions are acceptable to you, please sign and return one copy of this memorandum. If not accepted by March 15, 2013, this offer shall terminate.

By acceptance of this letter, you authorize Raymond James Tax Credit Funds, Inc. to make any credit inquiries that we may deem necessary as part of our underwriting process. These credit inquiries may be performed on the General Partners, Guarantors, or any significant business operation of General Partners or Guarantors. This authorization also applies to follow-up credit inquiries that we may deem necessary after our admission to the Partnership.

For more than 25 years Raymond James Tax Credit Funds and our affiliates have been involved with the development of affordable housing. We have provided equity for more than 1,400 properties nationwide. We look forward to working with you again.

James Dunton VP - Director of Acquisitions Raymond James Tax Credit Funds, Inc.

By: Guarantor Date

12 2013 HTC Full Application

Part 5 Tab 33

Sponsor Characteristics Sponsor Characteristics (Competitive HTC Only) Self Score Total: 33 Pursuant to §11.9(b)(2) of the Qualified Allocation Plan, an Application may qualify to receive up to one (1) point provided the ownership structure meets one of the following requirements in parts 1 or 2 below; 1. Application is attempting to score as a Qualifed Nonprofit and meets the criteria below:

No Application is applying under the Nonprofit Set-Aside, and No The Qualified Nonprofit has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no less than 5% for any category. Ownership Interest: CANNOT BE LESS THAN 5% Cash flow from operations: CANNOT BE LESS THAN 5% Developer Fee: CANNOT BE LESS THAN 5% Total: 0.000%

The Qualified Nonprofit will materially participate in the Development and the operation of the Development throughout the Compliance Period.

The Qualified Nonprofit has experience directly related to the housing industry. (mark all that apply) Property Management Construction Development Financing Compliance

There is no relationship between the Principals of the Qualified Nonprofit and any Principals of the Applicant or Developer. (unless the Related Party is wholly-owned subsidiary of the Nonprofit)

Evidence of experience in the housing industry and a statement regarding material participation are provided behind this tab. Elgible Points: 0

2. Application is attempting to score as a HUB and meets the criteria below:

No The ownership structure contains a HUB, and evidence from the Texas Comptroller of Accounts is provided behind this Tab. No The HUB has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no less than 5% for any category. Ownership Interest: CANNOT BE LESS THAN 5% Cash flow from operations: CANNOT BE LESS THAN 5% Developer Fee: CANNOT BE LESS THAN 5% Total: 0.00%

The HUB will materially participate in the Development and the operation of the Development throughout the Compliance Period.

The HUB has experience directly related to the housing industry. (mark all that apply)

Property Management Construction Development Financing Compliance

There is no relationship between the Principals of the HUB and any Principals of the Applicant or Developer. (unless the Related Party is wholly-owned subsidiary of the HUB)

Evidence of experience in the housing industry and a statement regarding material participation are provided behind this tab.

Eligible Points: 0

0 2013 HTC Full Application

Part 5 Tab 33

NP or HUB evidence 2013 HTC Full Application

Part 5 Tab 33

NP or HUB Experience and Material Participation Statements

Not Applicable 2013 HTC Full Application

Part 5 Tab 34

Owner and Developer Org Charts

Owner and Developer Organization Charts

Applicants should note that subsequent changes to the Development Ownership structure presented in this section will require the written consent of the Department. Pursuant to §10.201(12)(A) of the Uniform Multifamily Rules, a chart must be submitted that clearly illustrates the complete organizational structure of the final proposed Development Owner and any Developer or Guarantor. The organization charts must include: x The names and ownership percentages of all Persons having an ownership interest in the Development Owner, Developer, and/or Guarantor.

x Nonprofit entities, public housing authorities, publicly traded corporations, individual board members and executive directors must be included in Organization charts.

x Any and all trusts must list all beneficiaries that have the legal ability to control or direct activities of the trust and are not just financial beneficiaries. In the case of: (A) Partnerships - Principals include all general Partners and Special LPs (any LP that is not the Syndicator is a "Special LP"); (B) Corporations - Principals include the executive director and all members of the board (shown with "0%" ownership as applicable). For to-be formed instrumentalities of PHAs, where the executive director and board remain to be determined, include the PHA, itself, and its members;

Org. Chart Example: Applicant

Organizaon 1 Limited Partner/ 1% Syndicator 99%

Org. 1.1 Org. 1.2 51% Information about Organizations that will 49% own or control the Applicant or other related organizations will be provided in the List of Organizations with an Ownership Principal 1, Org. Board President, Special Interest in the Applicant form. 1.1 President, Org. 1.2 0% 85%

Principal 2, Org. Board Member, 1.1 V.P., 10% Org. 1.2 0% Note that the percentage refers to the entity to which the Person is directly connected, not to the Principal 3, Org. Execuve whole Development Owner. 1.1 Treasurer, Director, Org. 5% 1.2, 0% ORGANIZATIONAL CHART FOR APPLICANT/OWNER

OPG Maplewood Partners, LLC

OPG MW Managers, LLC Syndicator .01% Managing Member 99.99% Limited Partner

Overland Property Group, LLC 100% Member

Overland Ventures, LLC 100%

Ed Keating Brett Rex Vanier Patrick L. Beatty Trust 25% Johnson 25% No. 1 dated September 25% 1, 2010 Patrick Beatty 25% 100% Sole trustee and only person with control of trust

The Reserves at Maplewood ORGANIZATIONAL CHART FOR DEVELOPER

Overland Property Group, LLC

100% Developer

Overland Ventures, LLC 100% Member

. Ed Keating Rex Vanier

25% 25%

Brett Johnson Patrick L. Beatty Trust No. 1 dated September 25 % 1, 2010 Patrick Beatty 25% 100% Sole trustee and only person with control of trust

2013 HTC Full Application

Part 5 Tab 35

List of Organizations and Principals

List of Organizations and Principals Provide the requested information for all partnerships, corporations, limited liability companies, trusts, or any other public or private entity and their Affiliates identified on the Owner and Developer Organization Charts. Organizations that own or control other organizations should also be identified until the only remaining sub-entity would be natural persons. Organizations that are Developers and/or Guarantors must also be listed on this form as must any organization (and natural person whose ownership interest in an applicable entity is direct instead of via membership in an organization) that will receive more than 10% of the developer fee. (Note - Entity Names, Principals, and ownership percentage should coincide with the Owner and Developer Organization Charts)

Applicant Legal Name: OPG Maplewood Partners, LLC Address: 534 S Kansas Ave Ste 900 City: Topeka State: KS Zip: 66603 Name(s) of Entities the Organization Owns or Controls: 100% Development Owner Is organization legally formed? No Date of Formation: TBF Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: (785) 371-1663 Email: [email protected]

Org. 1 Organization Legal Name: OPG MW Managers, LLC Role/Title Managing Member

Address: 534 S Kansas Ave Ste 900 City: Topeka State: KS Zip: 66603 Name(s) of Entities the Organization Owns or Controls: 0.01% of OPG Maplewood Partners, LLC Is organization legally formed? No Date of Formation: TBF Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: No Phone: (785) 371-1663 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Overland Property Group 2. NA 3. TDHCA Experience: Yes TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Overland Property Group, LLC Role/Title Sole Member 1.1 and dev Address: 534 S Kansas Ave Ste 900 City: Topeka State: KS Zip: 66603 Name(s) of Entities the Organization Owns or Controls: 100% of OPG MW Managers, LLC and 100% Developer Is organization legally formed? Yes Date of Formation: in 2004 Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: Yes Phone: (785) 371-1663 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Overland Ventures, LLC 2. NA 3. TDHCA Experience: Yes TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Overland Ventures, LLC Role/Title Sole Member 1.1.1 Address: 534 S Kansas Ave Ste 900 City: Topeka State: KS Zip: 66603 Name(s) of Entities the Organization Owns or Controls: 100% of Overland Property Group, LLC Is organization legally formed? Yes Date of Formation: in 2002 Legal Form of Organization is or will be: Limited Liability Corporation Organization has previous TDHCA Experience: Yes Phone: (785) 371-1663 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Ed Keating 2. Brett Johnson 3. Rex Vanier TDHCA Experience: Yes TDHCA Experience: Yes TDHCA Experience: Yes 4. Patrick L. Beatty Trust No. 1 dated September 1, 2010 5. NA 6. TDHCA Experience: Yes TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Patrick L. Beatty Trust No. 1 dated September 1, 2010Role/Title Member 1.1.1.1 Address: 534 S Kansas Ave Ste 900 City: Topeka State: KS Zip: 66603 Name(s) of Entities the Organization Owns or Controls: 25% of Overland Ventures, LLC Is organization legally formed? Yes Date of Formation: 09/01/10 Legal Form of Organization is or will be: Trust Organization has previous TDHCA Experience: Yes Phone: 785-371-1663 Email: [email protected] Organization is identified on Org. Chart: Yes List of Sub-Entities or Principals: 1. Patrick Beatty 2. NA 3. TDHCA Experience: Yes TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience: Org. Organization Legal Name: NA Role/Title

Address: City: State: Zip: Name(s) of Entities the Organization Owns or Controls: Is organization legally formed? Date of Formation: Legal Form of Organization is or will be: Organization has previous TDHCA Experience: Phone: Email: Organization is identified on Org. Chart: List of Sub-Entities or Principals: 1. 2. 3. TDHCA Experience: TDHCA Experience: TDHCA Experience: 4. 5. 6. TDHCA Experience: TDHCA Experience: TDHCA Experience:

Org. Organization Legal Name: Role/Title

Part 5 Tab 36

Previous Participation Previous Participation

Sections 1, 2 and 3 must be completed by each person that has an ownership interest in the Development Owner, Developer or Guarantor. Nonprofit entities, public housing authorities and publicly traded corporations are required to submit documentation for the entities involved; documentation for individual board members and executive directors is also required for this exhibit.

Person/Entity from List of Orgs & Principals: OPG Maplewood Partners, LLC

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states. Person or Entity above has experience with any other State or Federally funding Multifamily development. No By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

TDHCA Contract Grantee, Contractor, or Contract Contract End Contract Grantee, Contractor or Sub-Recipient Name Program Begin Sub-Recipient City Amount (mm/yy) ID# (mm/yy) NA Previous Participation (Continued)

Person/Entity from List of Orgs & Principals: OPG MW Managers, LLC

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. No

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Overland Property Group, LLC

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

Contract Total # Contract End TDHCA ID# Property Name Property City Program Begin of Units (mm/yy) (mm/yy) 12075 Saddlebrook Apartments Burkburnett 64 HTC in 07/12 NA 12060 The Reserves at High Plains Dumas 64 HTC in 07/12 NA

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Overland Ventures, LLC

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Patrick L. Beatty Trust No. 1 dated September 1, 2010

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Ed Keating

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Brett Johnson

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Rex Vanier

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Person/Entity from List of Orgs & Principals: Patrick Beatty

Applicant Legal Name: OPG Maplewood Partners, LLC

1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development. Yes

By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by other states to x release compliance histories to the Department.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3. Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).

Part 5 Tab 37

Nonprofit Participation

NA 2013 HTC Full Application

Part 5 Tab 38

Nonprofit Support Documentation

NA 2013 HTC Full Application

Part 5 Tab 39

Development Team

Development Team Members

The requested information on all known Development Team members must be provided. In addition to the categories listed below, the “Other” category should be used to list all known Development Team members that are included in the “Development Cost Schedule.” If the team member that will be utilized is not yet known, indicate “TBD.” If it is anticipated that the Development Team category will not be utilized, indicate “N/A.”

* If there is a direct or indirect, financial, or other interest with Applicant or other team members, provide an attachment behind this form of the Application that explains the relationship(s). Overland Property Group, LLC Brett Johnson (785) 371-1663 Developer Name Contact Name Phone [email protected] TBD 20-3605982 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* Yes Woodco, Inc. Dolph Woodman (417) 695-2100 Housing General Contractor Name Contact Name Phone [email protected] TBD 43-1702625 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Woodco, Inc. Dolph Woodman (417) 695-2100 Infrastructure General Contractor Name Contact Name Phone [email protected] TBD 43-1702625 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Woodco, Inc. Dolph Woodman (417) 695-2100 Cost Estimator Name Contact Name Phone [email protected] TBD 43-1702625 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Jones Gillam Renz Architects Inc. Jeffrey S. Gillam (789) 827-0386 Architect Name Contact Name Phone [email protected] TBD 48-1224373 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* Yes Corlett Probst and Boyd Richard Boyd (940) 723-1455 Engineer Name Contact Name Phone [email protected] TBD 75-29105587 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Corlett Probst and Boyd Richard Boyd (940) 723-1455 Civil Engineer Name Contact Name Phone [email protected] TBD 75-29105587 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Apartmet MarketData, LLC Darrell Jack (210) 530-0040 Market Analyst Name Contact Name Phone [email protected] $7,500 20-3964998 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No NA Appraiser Name Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* Ramsey Law James Ramsey (913) 345-0000 Attorney Contact Name Phone [email protected] TBD 43-1297005 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No CBIZ MHM, LLC Doug Glenn (785) 272-3176 Accountant Contact Name Phone [email protected] TBD 34-1857238 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Weigand-Omega Management, Inc Craig Hanson (316) 263-2215 Property Manager Name Contact Name Phone [email protected] TBD 48-1151334 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Bank of Oklahoma Lisa Albers (918) 588-6420 Originator of Underwriter Name Contact Name Phone [email protected] TBD 73-0780382 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Raymond James James Dunton (727) 567-4803 Syndicator Name Contact Name Phone [email protected] TBD 59-2869297 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No TBD Supportive Services Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* TBD Supportive Services Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* S Anderson Consulting Alyssa Carpenter (512) 789-1295 Application Consultant Contact Name Phone [email protected] TBD 46-2015199 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No Anderson & Associates Jerry Andersen (806) 679-9735 ESA Provider Contact Name Phone [email protected] TBD 75-2661568 Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? No This is a direct or indirect, financial, or other interest with Applicant or other team members* No NA PCA Provider Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* NA Other (Describe) Contact Name Phone

Email Proposed Fee Tax ID Number (TIN) Certified Texas HUB? This is a direct or indirect, financial, or other interest with Applicant or other team members* The Reserves at Maplewood Development Team Member Relationships with Applicant

The Applicant and Developer are related entities through principals. The Applicant and Developer are related to the Architect through employee family relationships.

2013 HTC Full Application

Part 5 Tab 40

HOME Management Plan Certification

2013 HTC Full Application

Part 5 Tab 41

Architect Certification

Architect Ce1rtification Form

(The Development engineer, an accredited architect or Department-approved Third Party accessibility specialist must complete this form.)

I (We) certify that the Development will meet or exceed the accessibility requirements of the Federal Fair Housing Act as implemented by HUD at 24 C.F.R. Part 100 and the Fair Housing Act Design Manual, Titles II and Ill of the Americans with Disabilities Act (42 U.S.C. Sections 12131-12189) as implemented by the Department of Justice regulations at 28 C.F.R. Parts 35 and :~6. and the Department's Accessibility rules in 10 TAG Chapter 60, as may be amended from time to time.

In accordance with Section 504 of the Rehabilitation Act of 1973 and implemented at 24 C.F.R. Part 8, if the Property includes the new construction or substantial rehabilitation of multifamily units (4 or more units per building), the Development Owner will ensure that at least five percent (5%) of all dwelling units will be designed and built to be accessible for persons with mobility impairments. A unit that is on an accessible route and is adaptable and otherwise compliant with Sections 3-8 of the Uniform Federal Accessibility Standards (UFAS) meets this requirement. In addition, at least two percent (2%) of all dwelling units will be designed and built to be accessible for persons with hearing or vision impairments.

If the Property includes the non-substantial rehabilitation of existing units, the Development Owner will ensure to the maximum extent feasible, that at least five percent (5%) of all dwelling units will be made accessible for persons with mobility impairments. A unit that is on an accessible route and is adaptable and otherwise compliant with Sections 3-8 of the Uniform Federal Accessibility Standards (UFAS), meets this requirement. If it is not possible to make five percent (5%) of the dwelling units fully accessible, alii other alterations will be made in an accessible manner until five percent (5%) of the Property's dwelling units are accessible for persons with mobility impairments. The Development Owner understands and agrees that if five percent (5%) of the total dwelling units are not fully accessible for persons with mobility impairments, that any and all alterations made to any element within any unit during the Term of the LURA must be in compliance with UFAS until five percent (5%) of the total dwelling units are in compliance with UFAS.

If the Property includes the new construction or rehabilitation of sin9le family units (1 to 3 units per building), the Development Owner will ensure that every unit meets or exceeds the accessibility requirements of Section 2306.514 of the Texas Government Code, as it may be amended from time to time.

If the Development consists of new construction, I (We) further certify that the Development meets the Site and Neighborhood Standards in 24 C.F.R §983.6 (b).

This certification meets the requirement that the Applicant provide a certification from the Development engineer, an accredited architect or Department-approved Third party accessibility specialist. A similar certification will also be required after the Development is completed from an inspector, architect, or accessibility specialist.

·-.., February 13, 2013 e of Development engineer, accredited Date ect, or Department approved Third Party accessibility specialist

Jeffrey S. Gillam Printed Name

Jones Gillam Renz Architects, Inc. Firm Name (if applicable) 2013 HTC Full Application

Part 5 Tab 42

Evidence of Experience Evidence of Experience Must be Provided Behind this Tab

Pursuant to §10.204(5) of the Uniform Multifamily Rules, a Principal of the Developer, Development Owner, or General Partner must establish that they have experience in the development of 150 units or more. Evidence of experience behind this tab includes: x An Experience certificate issued by the Department in the past two years (for certificates issued in 2011, the certificate must be for at least 150 units). An Application for experience and supporting documentation in accordance with §10.204(A)(ii)(I) through (IX) Evidence from the Department that the application for experience was received, and is being processed by the Department.

DUNS Number AND CCR Documentation (HOME Applications Only) The Office of Management and Budget (OMB) requires grant applicants to provide a Dunn and Bradstreet (D&B) Data Universal Numbering System (DUNS) number when applying for Federal grants, including HOME funds, on or after October 1, 2003. The DUNS number will supplement other identifiers required by statute or regulation, such as tax identification numbers. Applicants must also register with the Central Contractor Registration (CCR) database, see the website at https://www.sam.gov/portal/public/SAM/. To apply for a DUNS number applicants can go to the Dunn & Bradstreet website at: https://iupdate.dnb.com/iUpdate/companylookup.htm

DUNS Number Registrant Name Evidence of CCR is attached behind this exhibit

Davis Bacon Labor Standards (HOME Applications Only) 24 CFR §92.354, Davis-Bacon Act (40 U.S.C. §§276(a)-276(a)(5), the Davis-Bacon Related Acts, the Contract Work Hours and Safety Standards Act, and the Copeland (Anti-Kickback) Act (40 U.S.C. §276(c)) apply to developments being assisted with HOME funds if (Select all that apply:): Twelve (12) or more HOME assisted units will be rehabilitated or constructed under one construction contract. Community Development Block Grant (CDBG) funds are being used to support the Development, which requires a lower number of units (8) be used as a threshold. The construction includes commercial/community space and the cost for such space will exceed $2,000. Mortgage insurance under §223(f) of the National Housing Act is obtained on the Development, and the construction costs exceed $6,500 per dwelling unit.

Affirmative Marketing Plan (HOME Applications Only)

Complete and submit HUD’s Affirmative Marketing Plan form (Form 935.2 or successors). This form may be found on the Department’s website at http://www.tdhca.state.tx.us/home-division/mf-home/index.htm An Affirmative Marketing Plan that describes the procedure the applicant will take to market and make available housing units to the full range of potential clients and must be consistent with the completed HUD Form 935.2. All applicants for HOME funds must establish an Affirmative Marketing Policy and show through a corporate resolution that the policy will be enforced by the applicant. The Affirmative Marketing Plan must comply with the Affirmative Marketing requirements in the Compliance Rules. Attach any additional sheets as necessary to complete the requirements and meet the Department’s rules. Where the form or rules require current or previous actions to be documented, an Applicant may instead document proposed or planned actions, as necessary.

HUD approval is not necessary unless the property receives project-based Section 8 assistance. Submit the completed application and bookmark in electronic submission. 2013 HTC Full Application

Part 5 Tab 42

Experience Certificate

"'' ... ~"~DEPARTMENT OF 8c COMMUNITY AFFAIRS Homes. Strengthening Communities.

Ce--_'I![~!!/ :. ~--- -R·T·-~ ~ _i···IF• --~ -' ·•· _·

April 12, 2012 Date 2013 HTC Full Application

Part 5 Tab 43

Credit Limit Documentation

Applicant Credit Umit Documentation and Certffication (Competitive HTCOnly)

PursuMt ro ttt 4(;al of the Quahf•fd Allcuhon PLln, the DcPJnmcnt 1 h~ll not al:oaa• more th.ln Sl millOn of Compet•t&..,e tttunlna Tn Cr.:dlu. from :he (UH.etlt Apcl.utlan Round to ~~v J.,:~Uu:n. Deveklpotr, MM~re or Guau.ntor funlcu the G~o~r ol ntor •1.)!1o the GMrRI Contr~tor, and 11 not .1 Prllt.CICial of th~ A;~ptant. o~roper, 01 .&ft.ll~lc of the Ut'N\apmrnt Owt'l~rt. till ~;)I Ut1ons muSJ be ~~cnllf.td hert•n to e:nsurll:! t:hat lr>.f Ot.;wtmcnt h tld~estd of aU ::.p~hc.at•ons. ;ttplka"t1, Afflli3r•~. Dh'eloprr1, Gener.ll P.:.nntrs or Gu..ltilntor1m't'Ohed to ~ld at'ly ~t.:.tutory v•ol;,t•on of le•~J GC\'ernrntnt Co!r, Ul06.61111bJ

1n1tructio ns-; Complet~ p,art lofthi\ fotm. for rac.J\ person ortnciry kl P.art I th4t an\Wftt, "'Yu .. :o P.vl Cb .• • Part Cf fcun rnu~t ~ swbmtned t•.t. •t ~ P4!tS.Ons{tnttlitS anl•,ur"'vu· ~o P.an 1 b •• 1t1en o1 sep~r.lte P1111 11 fDfm\ mu!lot he prov~ded).

P~rt t. Appliant Cttdlt Umlt Docwntfltation

~. Aopllant, Ot!ve:lopetl, Affii,JtV!Io, 01nd Gu3untOt> • U!iot bela" ~II cn1i't1ts or Persons met-1 1n~ 1~ C:cflnlllon or ADOIIC.lnl. Afftll.ltc, ~eloper or Gwr.Jntor. b. Ptn.ol"'/l!nt•tv tt.n ar lra\t one- othrr ;ap;:l•t.ll.On U'l the currrnt Ap;~lut1nn Round.

1. OPG M~ol ewocd PJtlnc!f\. LLC ~ j 2.10PG MW M>n>~<'rtvGroup. llC ~ ~ I•·!Ovett.nd V•n:urcs. llC O£U ~ js.lrdK.. '"'~ ~ ~ j 6.jeron John""' ~ ~ 7. Rei( v~mer ~ ~ I a.jP:ltrklc L ~JitV Truu tlo. 1 d;utd St.·Ptl!mt,cr 1. 2010 ~ l•):~rrn l j!I.! P•uk~ Beauv ~ ~ 10. c::J c::J 11. c::J c:::=J 12. c::J c=J u. c::J c=J 14. c:::J c=J 15. c::J c:=J 16. c::J c::J 17. c::J c=J 18. c::J c=J 19. c::J (=:::J 20. c::J c=J 21. CJ c=J 22. c=J c:::J u . c::::J c=J 24. [=:I CJ 25. c:::=J c=J 26. c::J c=J n. c:::J c::J 28. c:::::J c::J 29. c:::::J c::J 10. c::J c::J

....pp'ic.lnt f'nmv. l{w!l cen11'y :hi! we ~rf 1oub:nra ln1J behmd tnt\ t•b OI\L' '-'&ned Crud it Um.t CtruftU:ion form (at f'rcd ~,.. t Per . .1baw:. Part 11. ClrecUIIlmlt c:attlflcatlon !Ntn.ldlanl: E&ch Penon attd/or Emltydlat answered -va: ta Part 1 (bJ mYSC ~~~this form. H\lma and Rile of PersGn ot!At.,completll'tc this fotrn (IS llsted In Part 1): .,:OV;;,;e;,;;rll:.;nd;;:;.;.:PI':,:CIPCI:::.;ftY:.,Giovp.:.;,:;::;:,;LLC:..------Whlch 11: [iJCI!e Applicant (Eftlfty thlt pnet&IJv manasa or contrvls the •Applicant,: Le. General hltner, M&naalns Partner, etc.) []a fpedalllmltad Parmer or Clus 8 Umlted Partner or tc~IIIYIIent of the AppUcant [!I. Oawloper for the Appeant fctr chis specific Appllatlan [Jan Affiliate 10 tha Appkant [!)a Guarllntor on the Appl!t:atlon

Putsl.llnt to tUACal of the Qvafi!lod Allocation Plan, tho Oepanment shan not doc:lte more than $J m!Uion of tP credits from the c~m~~~~t AppiiQtlon Round to any App!!anl, Deweloper, Affltlate or Guarantot. The undtrll;ned f't!~Wsetltl to tho Department tlllt the follow!na Is a list of all dew!lapments for whldl the Applicant. the Developer, Nflllate, or Gulrantor, hu applied for 111 &lloatlon of tax CfediC authotlty from die Department In tho cumtlll Application Round.

"ofDav. DeVelopment Name Rl&fcn: SOwnenflfp: aev: Pee: Tile ReMfYes al' Mlp!ewcod ~ Wichita Falls 100.00'K ~ The Rt~e~VG at South Plains ~ lubbock 30.00'K ....!!:!!!.. The Reserves tt SI'WII\IU ---1.- Pln1sM JO.ocMI. ....!!:!!!..

lld:nowfedao lhat .;Bnl;,;;tt:.;Johnsc:;.;;.;:;;;"~~~~~~l'.":""~~---==""":'~~~~-----il the IMti10il with the authority to withdraw or temllnato the Apptlcatlon In the event of a confila with tUA(a) of the Qualified AlloQtlon Plan. 1 ~certify dlat the fDreaalna ls a~ lls1 of o-topments wl'lh respea ta whldll am snklna a cvtl'l!l'lt allocatlan of tax credft ~from the Oellanment. 1 oertlfr that. If the Department ft'llla a recomtneftdltlo to the Board or ISSUos a commitment which m1J cause Appacat.loM for which lam the Appllcant. tt. DIMtfoper, Afflllato Ot Guarantor. 10 lliCI'IMt cnteDu In aceu of SJ mUion, I wiiJ Mtifv thlt ~ in writlq wldlfn thru IMincss clays of the ~ or Issuance of lho Commitment.

I adlnowleclp that II the Department dehtrmlnu that an Applklnt, Develcper, Affiliate or Gllltll\tor. has received (In the 188tii8Jh1) allocations In the cumtnt Application Round from the Department crccecllna S3 mllliol\ the Department must refuse to lsPe one or more CommltmlfntS or Clnyowtt Allocations, or must 1mlllnate one or morR ~orCifryoverAIIoallans.

Overland Property Graup, LLC Part 11. Crccfk Umll c.rtrftatfon Wtruellons: Each Penon and/ot Enlft¥ thlt answued -ve· co Part lib) muu complete tills I'Dnn. Nama and rde Gf Person ot Entity comp!etlna this fDnnlas listed In Part 1): .;:Ove;;;;;,;rl::;:a:;,:nd:,Y,;,;en:;;::.:tu:.:.re::s.::.:LLC=------Wblch 15: (!]the Applicant Clnti1ytblt pnerally manqes or comtolllhe•A;IpllQnt.• I.e. General Partner, Mlnz&fna Partner. etc.) 0• Special Umlted Partner or Class 8 Umited Partner or oqlliYI!eftt of the Applicant ma OcM!Ioper for the App!ICIIII fol tills sptdfic Application Dan Affiliate to the AIIJIIIcant 0• Gu&rlntor on the Application

Pursuant to f11.4(at of the Quallfted Allocallon Plan. the Department shall not allocate more than $3 miWon of tax crecllts from the current AppUcatlon Round to any Applkallt. Ooveloper, Affiliate or Guarantor. the undersfaned represents co the Dcpaltment that the tDIIawlna b a list of Ill developments for which the Applicant. the Dewloper, Afftllate. or Guarantor, has eppllcd for an alloAtJon of ta• credit authority from tfle Departm1ntln the currctnt Application Round.

"oiDw. Re&fOn: City: "Owncnhlp: __z__ Fee: Wichita f&!h 100.01* ~ Tho lleMMS at South Plains 1 Lubbock ~ ~ --L.... P1111pa 30~ ~ -

I Ullnawledp that .,;;Br;.;.;e;;;••ll•oii•MD~;.;.;"~....,:'!""!!'"""':'~':":""~:-.~~~:""'!''="~~o::------ls the penon with the authority co withdraw or termlnata theAppDcatlon In tho avont of 1 confllclwtlh tUAII) of the QlllllflldAIIocatlon Plan. 1 hetell't certify that the faroaolna Is 1 complct~tllst of Dwelopments with ~a to which 1 am seetlna a currvRt ~loallon of tu credit aulhortl't from the Oopartment. 1 Cllltlfy lhiit, lithe Department mates 1 remmmendltlon to the Board or lssua • cummltment whldiiii&Y C&USit Appllatlons for which lam the APIIIIclnt. the Developer, Afft!llte or Guarantor. to receive credits In ucess of 53 mUilon, I wiD notlfV the Department In wrltlns within thre• buslneu days of tho rccamrnendlllon or luuan.:. of the Commitment. lldnowledp that If the Department dctltmllnes that an Appllcanl, DcMt!oper, AffiUato or GuaRIICOr, has rea!lved (In the .,.tel allocations In the currcnl Application Round from the Dep1rtmmt Ol!Cftdlna $3 million. the Department must refuse to Issue one or more Commitments or Carryover Allocations, or must terminate one or more Commitments or C&rrtoYet Allocations.

By: Ovetllnd Ventura. LLC ff;b 2/), ?o;J Oat• Part IL Cl'ldlt IJmh c:.rtmutfon tnstructlons: E.&ch Person and/ct Entity that answl!led -va• to Part 1 (b) must compfo!o tills fOtm.

rwae and role of PersoncrEntltycompfetlll,ldllsform(alistad In Part II: .-Edo.Ka...... Atl-.q~------WIIIdlls: G)tne Applbnt IEntity mat pnera!J'i maqps 01 controls tho •App(icant." Le. Gefteral Pll'tNII', Manaalnl hftftor, Ole., 0 Special Limited Partner or Ow e UmQed Panner or cquiY&htnt of the Applicant [i}a Devaloper fot the Applicant for tills specific Appllcatlon []-Alfllllte to tho Apj311cant [i}a Guanntor on the Application

Putsuanl to •n.4(a, of the Un!farm Multifamily Rules. tho Oepll'tmll'lllhlll noe a!IOQte more thzn $1 mllllon of tu 0'1!dits from the cumtl\t Appftcatton Round to a11y Appllant. Olwtlopet, Afflliant or Guatantor. Tha uncletsfanc:d reprati'U to the Deputment that the followlna Is a list of aD developments for whlcb the Appllcznt. the Oeveloper, Alfi8&ut. or Ckllmrtor, hasappllod for an Allocatian of tax credit auehcntyfrom the Dtp&nmant In tho cuncnt Application Round.

"of Dew. D~Mlfopmeftt Namo: aq:fOIII: Gty: "Ownanhfp: __z__ fft: The Rese!'¥11 at Maplewood WlcNsa falls lOO.CIC* ~ Ttut lhtMrwa lit Sol.lth Plllns --l.- lubbock JO.OOK ...!!:!!!!!.. 1'tHt Resena at SIWSfiU --l.- Pampa 30.00K .....!!:!!!!!..

1&eknowledlotllat ~Bre..-.tt..;.loo.bnlo~.-n'!l--"'!1!!"""'~~':""!'!!"!""~~~1!""'!'~~'"""!:~-----" tho pmcn with thct authority to wltlldtawct terminate the AppiJc:allan In the IMnt of aconftla whh tlL4(a) of tile Qualified ADoc:atlon Plm. 1 hllt'eby certify that the forqolna Is a com!Jiote list of Dewfopmants with respecr to wlllcb tam sceldna a current a!locatlon of tax creel II authority from tho Department. 1 certrl¥ tha«, If tha Dep&rtmont mates a recommendallon to the Board or tuues a commitment which NY cause Applica11011s for which I em tho Appllcanc, tho Developer, Artl!iato or G~~~nntor, to n!Cdve crfilts In UCIISI of $3 mlll!on. I wm notlfv tho Department In writing within IMto business days of tho rKOmmendatlon or Issuance of tho COmmitment.

1actftowled&e chic If the Dlp&rtment dotormtna that an Atlpllcant. DIM!Iaptr. Afl'iiWe or Gl.lltlntcr, has received (In t1te aarea:ate) IIIJoAilon.s In the o.uront Application Rol.lnd from dlo Departmlftt ucndlna $1 m11t1on. mo Oesllrtmont IniAl refuse to Issue one or more commitments cr (.arryiM:t Allocations. or 1!.\UR terminate omt or moro Comtnltft'lOnU or C'&tr¥oftr Allocations. P< IL Crildh Umft Clftrftatfon

~ bell rmon ltld/or Entity that answtRd -yet' to Part 1 (bJ mu.H ~this form. Name androlaof Penon or Entllycomllkltl!lllllllformCaslisted lnhrt 1): .;;Bo.;ren-.;,;Jo;.;;h.-nson--. ______Which Is: [iJute Applicant (Entii.V thai piiiiRlly rmma~tt cr contnlls the •Appllcaftt." I.e. General Partner, M&Miinl Parttter. etc:.) 0•Special Umftld Partner 01 OW Bl..lmlml Partner or ec;ulvlfent of the Applicant [iJ. Dew!oper for the Applicant for this specific Apptic:ation CJ~n Affiliate to the Applicant []a Guattntor on the Appllc;dfan

Pursuant to ttt.A(a] of the Unlfonn MUitlfalnUy Rules, w Depal't.lllent sball not alloclte mere than $3 million of tD crctdils from the cummt AppliQilon Round to any AppiiCIAt, D~Wtlcper. Affllate or Guarantor. Tbo vndasfsncd rtptaltlts to tho Oepattmtllt that the followlna Is a list of aD cfevelot~~nenu for which the Applcant, the De¥ttoper, Alflllate. or Guarantor. has <~Piillled for an allocation of tax uedltauthorlay from the Department In the cunl'llt AppliCitfon Round.

IJI'Ietopment fUme: Rqloft: Ot.y: •otoav. "OWncnh(p: Fa; 'file IWtM!Sat MIQ!ewaod __L_ Wldi!Zafllls loo..Dia ~ The Raocva at SOUth l'l.llM __L_ Wbbact 30..CIC*o -!!:!!L The ResoM!S at Sawams __L_ Pampa 30.00K _!!!!._ -

lacknowfed&e that .;;Urel;;;..;.;;I;.;;Jo;;ll;;;.;n;;so;,;;n~-~---!""'"--~--~~~~---~~-----ls the person wlt.h the autllcultyto withdraw or tCII'mllllte tht Appllcatfon In lhe event of a a:mfDd wfth tllA(a) of tilt CluaMcd Alloc.atJon Plan. lltereby certify that tho t'crelofnlis a compltte list of Doveloj:wenu with respect to wfllctllam ~ a current itlloatlon of tax credit llnhorlty from 1ba Oepartment. 1 r;enlfy that, If tilt Oepar'll'llefd makes a ~atlon to tba Board or Issues 1 commltmlftt which may CIKISCI Appl!mlans fot which I am tho Appllcant. tho Developer, Affiliate or Guarantor, to receive cmflls In UCCSI of SJ rn!lllon, I wiD notlfv tilt Dap.trtmtnt In wrttlns within dlrH business days of the I'IICI:IIMietltlon or Issuance of tile Commitment.

1adnowledp diet if the Dctpatun~nt dttetm!nes that an Appflcant, Dcvdopet. Affi5lte or Guarantor. hal rccdftd Cln the aattaate) allocations In the curren1 Appllatlon Round from the Dejl&rtment exc:eedlltg $3 million, 1ba Department must refuse to ISSUCt ono cr more Commltrnei'IU or CltryOVOr Allocations, or must terminate one or more Commitments orCarrvovar Allocations.

By: Part P. Otdl& Umlt CenUlatlon lftdructlolu: hch Penon and/or Etttlly that &ASWet~tct "Yes• to Pan llbl must compleUt tills fotm. Name and rote of Penonet El'ltftycompletlqthls form(as listed In Ptft II: .;.;Rex;;;.;Yinllr.;;;,;;,;;... ______Wlllch 1s: [iJttte Applicant {Ettlhv lhat pnetally matt.l&IS or controls die • AOIIIIcaar. • I.e. General Panner, MIJIII!nl hnner. etc.t 0 Spcdal Umlted Plftfter or Class B Umlttd P.vtttet or eQiolivafent of the~~ liJ• OewfoCitr fet ttte Applicant for eNs speclflc Application O~n Affiliate &o the AppliczAt []. Gulantar on the Appllcatlcln

Pursuant to t11A(a) of the Unlfolm Multifamt1y Rules. the Deplrtftlent shall not allocate cnore than $3 million of tax aecfrts from the CWTent Application Round to any Applk:anl. Developer, Aff'lllltt or Guarantor. 1he und«nrantd rc~rttenu to tile Deplltlneftt that the follawlna 15 a list of all dwaloprnenu for which tl!o Applicant, the Dmtloper, Affiliate, et Guarantor, llu applied for 111 allocatlcn of tax credit autllotlly ftom the Dlplrttnent In the current Application Rolllld.

'IUtUCI¥. Dowfopment Nama: Rqton: City! "Dwnanhlp: Fee: lheReseM!S.a ~ --L- WldlluFalls 100.001. ~ Ttle llltMIS II South Plains 1 l.ubbod 3CI..GOK 95..t:IOK 111e ResaM!$at Sawarau - 1 Pampa 30.CIOS -~

lldnawltd&e that 8fett JohMOI'I b tilt penon With the authority to wJtfldqw or terminate tho Appltcatlon.;:ln~dte~IIVI-.;n;;;;t•of'!"•-~--.~w~Lth~I~U~.4(a~l-o~rt'l"he~Qu:"""all:::R:-td':"A~illoat:--~lon"'""":PIIII.~-----

I hereby artlfr that the foreplrtc Is • COII'IIIIde lbt of Developl'lllmb with respect to wtldt I &m seekins a cunem aUocatlon of 1ax credit audtotity from the Department. t Clt'tlfy that. If the Department makOJ • recornmendatton to the Bolfd et ll.sua • CIOITimlcment which may uuso AppUcatJons for which I am the Applicant. tho Owefoper, Affilllte or Gumn'lor, to recelva credits In exceu of S3 m!IIIon,. I wiD notlfr the Depal'lmeft't In writlns willlln W.e bullness dars of the rec:ommtndatlon or Issuance of the Commltlftlftl.

I ~~ that If t!lo Deparunent cleterrnlnes thai &n Appllcatlt, Dawfoper, Afllllata or Guarantor, has ncdWIId (In the .qanrpte) allocadans In the current Appllcal!on Rourld ftom the Depattmeftt elll:'.ltedln& SJ million. the Dc!paftmont must refuso &o tuuo 0rut at cnore C4R'IITIItmerlts or Canyowr Al!ocatlons,. or must tttmlnlte ana or mont Commltmtftu or Canyowr this Information and these statements are true. mmplete. and aa:ume:

By: Rex Vanier hJt 11 Oadft Umll c..tlflatlon lllstru:c:tkiM: Eam Pmon aM/Of Enti1r that answeted "YC$. co Pan 1 lbl muse ~~tills farm. Name and role of Pason Of £ntfty compbtlna tills farm Cas listed In htt IJ: Pltridc L 8utty TN51 No. 1 dated September 1. 2010 Which Is: ~!]me ~cant CEIItJSy thai aeneflllr manaps or conlnlb the •Applicant. • Le. Gentt'&l Partner, ~Partner, etc.J 0 Soctdal Umlted Partner or ClaU BUmltod Partner or eqvtnlmt of the Applicant [!Ia ~r fOf tho AIIJUQnt for tills spcdflc AppiJQtlon Dan Affiliate co tile Applicant C]aGuarantor on the •lcatlon

Pursuant to §11.4(11 of tho Uniform MulllfamUy Rilles, tho Department lblll not allocate mont than Sl million of til credits from the current Appllatton Round to any Appllant. DcMiloper, Affiliate or Guanntor. The vndaJsl&ncd roptUCU'Ill co tho Oep<mont that the fc!lowlna Is 1 list of atl d~mtlopments for which the Applicant. the DIMifaper. Affl!lale. or Guarantor, hu apptled for 111 &llocltlon of tax credit authority from the D~nt In tha cumnt Application Round.

KofDev. Aqfoc Gtyt ~·Nimo; " Ownctsllfp: Fee: __2__ The Reserves It Ml&:llewOOd Widllta faDs 100.00W. ~ 'Rie RaeMsat Soutt. Pb!ns ---L- Lubbocl 30..01:* ~ The Reserves It Slwpus JO.DOK ---L- ·~· ~

llldcnowlllfeo drat .;;Biiioirett~J.-ohniiioiiiOso;.;.n~-"!!!"'"~~~~-!!"-.-'!!""'"~~'!!""'"-.~~-----~~ tho person With the autllclttyco wtlhdraw or termlllato the Ap¢katlon mthe ~Vte\t of 1 conJIIa wtth I11A(at of the Qualllled Allocation Plan. 1 hereby cenlfy drat the forwcolnlls a complete lise of OWe!~ Wllh respect co wNcb I am seetlna a cumnt lllocallon of t11 credll aut.hortty from the Oeparlment. 1 cettii'V that. If the Department mW!s a tea~mlnl!fldltlon to the Boani or I$SUC$ 1 commlmtent which may CIIISit AppllcatlcM far wttldl f am tile Applicant, the Developer, Afftllate or Guarantor. to receive credits In ea:ess of 53 million, I will notify lito DltJW'Iment mwritlna within throe business days Gf the ~tlon or bsuance of the Comrnttment. Part IL Credit Umlt Certlftatlol'l lnscrucdorll: EKb Ptnon ltld/M Entity that &MWertd "Yes" to Part 1 (b) mc~st COftlP!cle tills form. Name and cvlcrofPenon orEfttltyCOIII¢etlft8 dllsfotm (asllsttd In Plrtll: .;.Pmidr:;;,;;;;;;;;;.,;;Bemv;;;;;~------WIIIdlts: l'!Jtne App!!ci.At (Entity that~ marqu or COfttlolsthe "Applicant.• Le. General Plrtl'tl!f, aAnqlna Partner, etc.J [Ja s,o:ctal Utrtlttd Plrlner or Clas$ B Umlttd Pattner or equlva~ ol the Applicant [i]a DIMtopet far the Appllaftt for this specific Application [J.n Affiliate to the Applicant [i]a Gllll'&ntor on me Appl!atkln

Pursuanl to 111.4(1) of the Uftlform Muldf.Jmlty Rilla. the Depatrnent shall not llloclte more dlltl $J mllllan o1 ta11 cntdits from die current Appllatlon Round to any Applicant. Dewelopv. AIIBiml M Guatanw. Tho underslped reptlltSOI\tS to the Department cblt tt1e to~owrna 1s • Dst o1 a.11 clevolopft'ICiftts for wlllcb the A~SP!fcant. me Devaloper, Af11Date. or Gu&rllltar, has applied fM 111 alloati

"ofDw. Davlfopmcnt Nlmo: Rqloa: aa,: "OWncnblp: Fee: 11le RIMCWI at r.taplewood _.!,_ Wlchitl Falls IDO.OOW. ~ The RlserveiM Scutll Plains _.!,_ Lubbock 30.01* ...!!;!L The Resatvesat~ _.!,_ Pzmpa 30.0ft ...!!;!L

1 hereby certlfv that the fon!Soltll Is • CGmpltle list or Deve!Gpmems wltl'l respect to whldl I am seellfts a current doc:allcn af ta11 credit IUihodty from the Deslartment. 1 certify that. If the Dcplltn'lll'lt mlka 1 f'CCOI'IImendatlon to the Board or luues a commitment which n'IIV cause App!lcatfons for which 11m the Applicant, the Dewfoper, Aflilflte or 6Uil'III1Cit, to recohiO credits In 4PCCISS of $3 million, I will notify the Dep.anment In wrltlq within three business days of the recommendation or lssaltCO or die Comrallmeld. lactnowled&e that If the Depathnlnt dettrm!Ms dial an Applicant. Drlelaper, Affllllle or G113r1Mar, hll received (In the agrepteJ allocations In tho CW'I'ItCit Application Round ti'om tho Department exnecllna $3 million, the Department m1151 refuM to Issue one or mote Commltmcnb or Cln'yovcr Allocations, or mc~st terminate one or more Commltmtrdl orCinyoyor Allocations. 2013 HTC Full Application

Part 6 Tab 44

Third Party Reports

Required Third Party Reports

Pursuant to §10.205 of the Uniform Multifamily Rules complete the information below as applicable.

1. Environmental Site Assessment (ESA) (All Multifamily Applications) Prepared by: Anderson & Associates Date of Report: Feb-13 Report recommends further studies or establishes environmental hazards that currently exist on the Property or off-site with the potential to affect the Property. If the above box is checked, a statement is provided behind this tab signed by the Development Owner, that certifies the Development Owner will comply with any and all recommendations made by the ESA preparer. Development is funded by USDA and is not required to supply an ESA.

2. Environmental Clearance (HOME applications)

All Applications for Direct Loans by the Department must complete an environmental clearance process in accordance with 24 CFR Parts 50 and 58. A Phase I Environmental Site Assessment (ESA) will not satisfy the environmental clearance required for use of HOME funds. Development has received Environmental Clearance from HUD under 24 CFR Parts 50 or 58. Environmental Clearance received through TDHCA; or Development received an Environmental Clearance under 24 CFR Parts 50 or 58 from any other entity. If applicable, documentation of HUD Environmental Clearance must be included behind this exhibit. I have reviewed the environmental clearance materials available on the Department’s website and understand that environmental clearance must be received prior to closing and engaging in any choice limiting activities (24 CFR §58.22). (http://www.tdhca.state.tx.us/home-division/environmental.htm) A Third Party will aid in the completion of the environmental clearance process. If checked, complete the following: Name of Firm: Contact Person: Contact Telephone: Email:

If the proposed site has been environmentally cleared through HUD under 24 CFR Parts 50 or 58, evidence of this clearance must be provided in this tab.

3. Market Analysis

x A map of the Primary Market Area is included behind this tab.

Prepared by: Apartmet MarketData, LLC Date of Report: To Be Delivered prior to Deadline

4. Property Condition Assessment (PCA)

Prepared by: NA Date of Report:

5. Appraisal

Prepared by: NA Date of Report:

6. Site Design and Development Feasibility Report

Prepared by: Corlett Probst and Boyd Date of Report: To Be Delivered prior to Deadline 2013 HTC Full Application

Part 6 Tab 44

ESA Statement

Not Applicable 2013 HTC Full Application

Part 6 Tab 44

Market Study Map

Reserves at Maplewood

Legend Site Custom Boundary Major Roads County Boundaries State Boundaries .287 Print 2013 Date: 14 February

.287 5644

.277 Data Source:

Reserves at Maplewood

Site Coordinates Longitude/X: -98.546680 Latitude/Y: 33.874500 N

0 1.5 3

Miles

CONSULTANTS, ECONOMISTS, ANALYSTS

December 18, 201 2 {Engagement - Wichita Falls, Texas}

Matt Gillam Development Coordinator Overl and Property Group, LLC 2850 SW Mission Woods Dr. Topeka, KS 66614

Re: LIHTC Market Feasibility Study Wichita Falls, Texas

Greetings:

This is a confirmation letter, "vith signature authorization, for our firm to review, analyze, and determine the market feasibility for the development of a proposed LlHTC project to be located in Wichita falls, Texas. The p urpose of the " Feasibility Study" is to provide a market overview of the data necessaty to qualify for the Texas Department of Housing and Community Affairs (TDHCA) tax credit application, and to make an investment decision about the proposed development.

It will be our understanding that(!) one electroni c copy of the report are to be submitted to the undersigned. Our engagement sha ll begin on the clay of receipt of the deposit and this signed agreement. The fi nal reports arc to be delivered on or before April 1, 2013. Our fee for services rendered is the sum of $7,500.00, of which a non-refundable deposit of 50% ($3,750.00) is due upon engagement, 50% ($3,750.00) upon completion of the assignment. Shipping of the reports is an additional charge via your requested catTier. Please note that no reports will be delivered prior to the 1·eceipt of the final payment.

20540 State Hwy. 46 West Suite 115 · PMB 416 Spring Branch, Texas 78070 (210) 530-0040 Fax (210) 340-5830 www.aptmktdata.com To begin the project, the following infom1ation should be returned with this signed engagement letter:

o Rent Schedule (MF Uniform Application- TDHCA):

o Current Property Tax Statement

o Legal entity I name of the current ownership of the site, and identification of relationship to sponsor, if any

• List of site owner(s) for previous three years

e Map showing site location

To complete the final report, it will be necessary for you to supply the following infmmation. Most items below come from the MF Uniform Application*.

o Populations Served*

o Utility Allowances*

o Annual Operating Expenses*

o Building Unit Configuration*

o Site Infmmation*

o Specs and Amenities*

If possible, the following information should also be provided to aid in the assignment:

o Site Plan (if available)

o Floor Plans (if available)

o Aerial Photograph of site (if available)

o Any market study or appraisal (prior or preliminary)

Page 2 of4 Your signature on a copy of this letter confitms acceptance of this assignment and that you will own the repo11s we provide, with no restrictions regarding redistribution.

The fee for this report is inclusive of the report only. Any changes to this agreement must be agreed to in writing, by the undersigned and the client. Additional requests for services beyond the requirements of this study, additional copies of the report, any changes in project specifications, or those which require further research, shall be priced based upon the scope of the request at that time, and may cause a delay in the delivery of the report if requested after engagement. Any follow up reports or letters will also require additional preparation time and production costs and require additional billings to the client. Any additional services required beyond the scope of the proposal and engagement agreement will be billed at $175.00 per hour. Estin1ates prior to engagement for a pru1icular request can be made available to the client.

Apartment MarketData, LLC agrees to prepared the market feasibility study in compliance with TDHCA guidelines. Apartment MarketData, LLC certifies that it has read and understands Department Rules specific to the report found in Sections 1.33-1.36 of the REA rules.

Thank you for considering us for this assignment. I look forward to working with you on this project.

Sincerely,

Darrell G Jack Apartment MarketData, LLC

(Authorization and signature page to follow on page 4)

Page 3 of4 By acceptance of this agreement, the client agrees to the payment terms and limiting conditions listed above. All reports remain the property of Aparunent MarketData, LLC until paid for in full. Furthermore, if payment is not received, the client agrees to pay any and all collection and legal expenses incurred by Apartment MarketData to secure full payment. Any and all litigation for the payment of services is agreed by all parties to be conducted within Coma! County, Texas.

Project: Wichita Falls, Texas

Respectfully Submitted, Accepted,

DmP Authorized Signature J)ec> _t g, ZFJcZ Date Date

This project 0 will ~ II not include TDHCA HOME Funds (checl< one)

Page 4 of4