2018 Federal Low Income Housing Tax Credit Program
Application For Reservation
Deadline for Submission
9% Competitive Credits Applications Must Be Received At VHDA No Later Than 2:00 PM Richmond, VA Time On March 16, 2018
Tax Exempt Bonds Applications should be received at VHDA at least one month before the bonds are priced (if bonds issued by VHDA), or 75 days before the bonds are issued (if bonds are not issued by VHDA)
Virginia Housing Development Authority 601 South Belvidere Street Richmond, Virginia 23220‐6500
Allocation - Royal Arms - Reservation App Cover, printed 1 INSTRUCTIONS FOR THE VIRGINIA 2018 LIHTC APPLICATION FOR RESERVATION
This application was prepared using Excel, Microsoft Office 2010. Please note that using the active Excel workbook does not eliminate the need to submit the required PDF of the signed hardcopy of the application and related documentation. A more detailed explanation of application submission requirements is provided below and in the Application Manual.
An electronic copy of your completed application is a mandatory submission item.
Applications For 9% Competitive Credits Applicants should submit an electronic copy of the application package prior to the application deadline, which is 2:00 PM Richmond Virginia time on March 16, 2018. Failure to submit an electronic copy of the application by the deadline will cause the application to be disqualified.
Please Note: Applicants should submit all application materials in electronic format only. There should be distinct files which should include the following: 1. Application For Reservation – the active Microsoft Excel workbook 2. A PDF file which includes the following: ‐ Application For Reservation – Signed version of hardcopy ‐ All application attachments (i.e. tab documents, excluding market study and plans & specs) 3. Market Study – PDF or Microsoft Word format 4. Plans ‐ PDF or other readable electronic format 5. Specifications ‐ PDF or other readable electronic format (may be combined into the same file as the plans if necessary) 6. Unit‐By‐Unit work write up (rehab only) ‐ PDF or other readable electronic format
IMPORTANT: VHDA can accept files on DVD, CD, flash/thumb drives, via our work center site Procorem. Do not submit any application materials to any email address unless specifically requested by the VHDA LIHTC Allocation Department staff.
Disclaimer: VHDA assumes no responsibility for any problems incurred in using this spreadsheet or for the accuracy of calculations. Check your application for correctness and completeness before submitting the application to VHDA.
Entering Data: Enter numbers or text as appropriate in the blank spaces highlighted in yellow. Cells have been formatted as appropriate for the data expected. All other cells are protected and will not allow changes. Please Note: ► VERY IMPORTANT! : Do not use the copy/cut/paste functions within this document. Pasting fields will corrupt the application and may result in penalties. You may use links to other cells or other documents but do not paste data from one document or field to another. ► Some fields provide a dropdown of options to select from, indicated by a down arrow that appears when the cell is selected. Click on the arrow to select a value within the dropdown for these fields. ► The spreadsheet contains multiple error checks to assist in identifying potential mistakes in the application. These may appear as data is entered but are dependent on values entered later in the application. Do not be concerned with these messages until all data within the application has been entered.
► Also note that some cells contain error messages such as “#DIV/0!” as you begin. These warnings will disappear as the numbers necessary for the calculation are entered.
Assistance: If you have any questions, please contact the VHDA LIHTC Allocation Department. Please note that we cannot release the copy protection password. VHDA LIHTC Allocation Staff Contact Information Name Email Phone Number JD Bondurant [email protected] (804) 343‐5725 Hope Rutter [email protected] (804) 343‐5574 Sheila Stone [email protected] (804) 343‐5582 Stephanie Flanders [email protected] (804) 343‐5939 Pamela Freeth [email protected] (804) 343‐5518 Alena Henderson [email protected] (804) 343‐5908
Allocation - Royal Arms - Reservation App Instructions, printed 2 2018 Low‐Income Housing Tax Credit Application For Reservation
TABLE OF CONTENTS
Click on any tab label to be directed to that tab within the application. TAB DESCRIPTION 1. Submission Checklist Mandatory Items, Tabs and Descriptions 2. Development Information Development Name and Locality Information 3. Request Info Credit Request Type 4. Owner Information Owner Information and Developer Experience 5. Site and Seller Information Site Control, Identity of Interest and Seller info 6. Team Information Development Team Contact information 7. Rehabilitation Information Acquisition Credits and 10‐Year Look Back Info 8. Non Profit Non‐Profit Involvement, Right of First Refusal 9. Structure Building Structure and Units Description 10. Utilities Utility Allowance Building Amenities above Minimum Design 11. Enhancements Requirements 12. Special Housing Needs 504 Units, Sect. 8 Waiting List, Rental Subsidy 13. Unit Details Set Aside Selection and Breakdown 14. Budget Operating Expenses 15. Project Schedule Actual or Anticipated Development Schedule 16. Hard Costs Development Budget: Contractor Costs Development Budget: Owner's Costs, Developer 17. Owner's Costs Fee, Cost Limits 18. Eligible Basis Eligible Basis Calculation Construction, Permanent, Grants and Subsidized 19. Sources of Funds Funding Sources 20. Equity Equity and Syndication Information Gap Calculation Credit Reservation Amount Needed 21. Cash Flow Cash Flow Calculation 22. BINs BIN by BIN Eligible Basis 24. Owner Statement Owner Certifications 25. Scoresheet Self Scoresheet Calculation 26. Development Summary Summary of Key Application Points 27. Efficient Use of Resources Calculation of Score 28. Efficient Use of Resources ‐ TE Bonds Calculation of Score
Allocation - Royal Arms - Reservation App TOC, printed 3 2018 Low‐Income Housing Tax Credit Application For Reservation
Please indicate if the following items are included with your application by putting an 'X' in the appropriate boxes. Your assistance in organizing the submission in the following order, and actually using tabs to mark them as shown, will facilitate review of your application. Please note that all mandatory items must be included for the application to be processed. The inclusion of other items may increase the number of points for which you are eligible under VHDA's point system of ranking applications, and may assist VHDA in its determination of the appropriate amount of credits that may be reserved for the development.
X Electronic Copy of the Microsoft Excel Based Application (MANDATORY) X Scanned Copy of the Signed Tax Credit Application with Attachments (excluding market study and plans & specifications) (MANDATORY) X Electronic Copy of the Market Study (MANDATORY ‐ Application will be disqualified if study is not submitted with application) X Electronic Copy of the Plans (MANDATORY) X Electronic Copy of the Specifications (MANDATORY) X Electronic Copy of the Unit By Unit Work Writeup (MANDATORY if rehab) X Electronic Copy of Appraisal (MANDATORY if acquisition credits requested) X $1,000 Application Fee (MANDATORY) Tab A: Documentation of Development Location: A.1 Revitalization Area Certification X A.2 Location Map X A.3 Surveyor's Certification of Proximity To Public Transportation X Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATORY) X Tab C: Virginia State Corporation Commission Certification (MANDATORY) X Tab D: Principal's Previous Participation Certification (MANDATORY) Tab E: Nonprofit Questionnaire (MANDATORY for points or pool) The following documents need not be submitted unless requested by VHDA: ‐Nonprofit Articles of Incorporation ‐IRS Documentation of Nonprofit Status ‐Joint Venture Agreement (if applicable) ‐For‐profit Consulting Agreement (if applicable) X Tab F: Architect's Certification (MANDATORY) X Tab G: Relocation Plan (MANDATORY, if tenants are displaced) X Tab H: PHA / Section 8 Notification Letter Tab I: Locality CEO Response Letter Tab J: Homeownership Plan X Tab K: Site Control Documentation & Most Recent Real Estate Tax Assessment (MANDATORY) X Tab L: Plan of Development Certification Letter X Tab M: Zoning Certification Letter (MANDATORY) Tab N: Copies of 8609s To Certify Developer Experience and Partnership agreements X Tab O: Resumés , Org Chart and List of LIHTC Developments (Schedule A) (MANDATORY) X Tab P: Plans and Specifications and UxU Work Write‐Up (MANDATORY) X Tab Q: Documentation of Rental Assistance Tab R: Documentation of Operating Budget Tab S: Supportive Housing Certification Tab T: Funding Documentation Tab U: Documentation to Request Exception to Restriction‐Pools With Little/No Increase in Rent Burdened Population Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal X Tab W: Attorney's Opinion (MANDATORY) Tab X: (Reserved) Tab Y: Marketing Plan for units meeting accessibility requirements of HUD section 504
Allocation - Royal Arms - Reservation App Submission Checklist, printed 4 2018 Low‐Income Housing Tax Credit Application For Reservation VHDA TRACKING NUMBER 2018‐TEB‐16 A. GENERAL INFORMATION ABOUT PROPOSED DEVELOPMENT Application Date: 11/9/2018
1. Development Name: Royal Arms Apartments
2. Address (line 1): 401 East Criser Rd Address (line 2): City:Front Royal State: VA Zip: 22630
3. If complete address is not available, provide longitude and latitude coordinates (x,y) from a location on site that your surveyor deems appropriate. Longitude:00.00000 Latitude: 00.00000 (Only necessary if street address or street intersections are not available.)
4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded: City/County of Warren County
5. The site overlaps one or more jurisdictional boundaries………………...…… FALSE If true, what other City/County is the site located in besides reponse to #4?......
6. Development is located in the census tract: 206.02
7. Development is located in a Qualified Census Tract……………………………… FALSE
8. Development is located in a Difficult Development Area……………………. FALSE
9. Development is located in a Revitalization Area……………………… FALSE (If True, Action: Provide required form in TAB A)
10. Development is located in a census tract with a poverty rate of?...... 3% 10% 12% FALSEFALSE FALSE
Enter only Numeric Values below: 11. Congressional District: 6 Click on the following link for assistance in determining the Planning District: 7 districts related to this property: State Senate District: 26 Link to VHDA's HOME ‐ Select Virginia LIHTC Reference Map State House District: 18
12. ACTION: Provide Location Map (TAB A)
13. Development Description: In the space provided below, give a brief description of the proposed development
Royal Arms Apts is multifamily property with 144 units within 4 buildings that also contain a mgmt. office and laundry facilities. A 5th building contains bathrooms and locker rooms that complement a fenced pool area as well as a maint. shop. After the substantial rehab, 1 unit will be made a manager unit and the property will enjoy community upgrades as well as new community room and exercise area. There is an existing LIHTC LURA and 236 UA for the property and a PBS8 contract covers 100 units.
Allocation - Royal Arms - Reservation App DEV INFO, printed 5 2018 Low‐Income Housing Tax Credit Application For Reservation VHDA TRACKING NUMBER 2018‐TEB‐16 A. GENERAL INFORMATION ABOUT PROPOSED DEVELOPMENT Application Date: 11/9/2018
14. Local Needs and Support
a. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or County Administrator of the political jurisdiction in which the development will be located:
Chief Executive Officer's Name: Joseph Waltz Chief Executive Officer's Title:Town Manager Phone: (540) 635‐8007 Street Address: 102 E Main Street City:Front Royal State: VA Zip: 22630
Name and title of local official you have discussed this project with who could answer questions for the local CEO: Douglas P. Stanley, Warren County Administrator
b. If the property overlaps another jurisdiction, please fill in the following: Chief Executive Officer's Name: Chief Executive Officer's Title: Phone: Street Address: City: State: Zip:
Name and title of local official you have discussed this project with who could answer questions for the local CEO:
Allocation - Royal Arms - Reservation App DEV INFO, printed 6 2018 Low‐Income Housing Tax Credit Application For Reservation
B. RESERVATION REQUEST INFORMATION
1. Requesting Credits From:
a. If requesting 9% Credits, select credit pool: or b. If requesting Tax Exempt Bonds, select development type: Acquisition/Rehab For Tax Exempt Bonds, Skip Numbers 2 and 3 below.
2. Type(s) of Allocation/Allocation Year Carryforward Allocation
Definitions of types: a. Regular Allocation means all of the buildings in the development are expected to be placed in service this calendar year, 2018.
b. Carryforward Allocation means all of the buildings in the development are expected to be placed in service within two years after the end of this calendar year, 2018, but the owner will have more than 10% basis in development before the end of twelve months following allocation of credits. For those buildings, the owner requests a carryforward allocation of 2018 credits pursuant to Section 42(h)(1)(E).
3. Select Building Allocation type: Acquisition/Rehab
Note regarding Type = Acquisition and Rehabilitiation: Even if you acquired a building this year and "placed it in service" for the purpose of the acquisition credit, you cannot receive its acquisition 8609 form until the rehab 8609 is issued for that building.
4. Planned Combined 9% and 4% Developments FALSE
A site plan has been submitted with this application indicating two developments on the same or contiguous site. One development relates to this 9% allocation request and the remaining development will be a 4% tax exempt bond application which will be submitted by December 31, 2018. (25, 35 or 45 pts)
Listed below are the units planned for each allocation request (which cannot be changed or 9% Credits will be lost): Total Units within 9% allocation request? 0 Total Units within 4% Tax Exempt allocation Request? 0 Total Units: 0
% of units in 4% Tax Exempt Allocation Request: 0.00%
5. Extended Use Restriction Note: Each recipient of an allocation of credits will be required to record an Extended Use Agreement as required by the IRC governing the use of the development for low‐income housing for at least 30 years. However, the IRC provides that, in certain circumstances, such extended use period may be terminated early. Must Select One: 40
Definition of selection: Development will be subject to an extended use agreement in which the owner's right to any early termination of the extended use provision is waived for 25 additional years after the 15‐year compliance period for a total of 40 years.
Allocation - Royal Arms - Reservation App Request Info, printed 7 2018 Low‐Income Housing Tax Credit Application For Reservation
C. OWNERSHIP INFORMATION
NOTE: VHDA may allocate credits only to the tax‐paying entity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please fill in the legal name of the owner. The ownership entity must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except those involving the admission of limited partners) prior to the placed‐in‐service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in its sole discretion. IMPORTANT: The Owner name listed on this page must exactly match the owner name listed on the Virginia State Corporation Commission Certification.
1. Owner Information: Must be an individual or legally formed entity. Name: Royal Arms Community Partners, LP Contact: M/M First:Seth MI: Last: Gellis Address: 17782 Sky Park Circle City:Irvine St. CA Zip: 92614 Phone:(949) 236‐8280 Ext. Fax: Email address: sgellis@cpp‐housing.com Federal I.D. No.83‐1982104 (If not available, obtain prior to Carryover Allocation.) Select type of entity:Limited Partnership Formation State: VA Additional Contact: Please Provide Name, Email and Phone number. John Fraser, jfraser@cpp‐housing.com 781‐475‐2457
ACTION: a. Provide Owner's organizational documents (e.g. Partnership agreements) (Mandatory TAB B) b. Provide Certification from Virginia State Corporation Commission (Mandatory TAB C)
2. Principal(s) of the General Partner: List names of individuals and ownership interest. Names ** Phone Type Ownership % Ownership Jeff Jallo619‐543‐4210 Co‐GP 30/23.7% Chris Foster619‐543‐4202 Co‐GP 40/27.6% Greg Gossard619‐543‐4204 Co‐GP 30/23.7% Patrick Harper240‐800‐3986 Co‐GP 15.000% Wilfred N. Cooper, Jr.949‐236‐8280 GP 50.000% Wilfred N. Cooper, Sr.949‐236‐8280 GP 25.500% Michael Murphy301‐264‐1132 Co‐GP 8.000%
The above should include 100% of the GP or LLC member interest. ** These should be the names of individuals who make up the General Partnership, not simply the names of entities which may comprise those components.
Allocation - Royal Arms - Reservation App Owner Info, printed 8 2018 Low‐Income Housing Tax Credit Application For Reservation
C. OWNERSHIP INFORMATION
ACTION: a. Provide Principals' Previous Participation Certification (Mandatory TAB D) b. Provide resumés of each principal, chart of ownership structure (Org Chart) and list of all LIHTC Developments. (Mandatory at TAB O) 3. Developer Experience: Provide evidence that the principal or principals of the controlling general partner or managing member for the proposed development have developed: a. as a controlling general partner or managing member, (i) at least three tax credit developments that contain at least three times the number of housing units in the proposed development or (ii) at least six tax credit developments. ……………………….…………………………………………….………..… FALSE Action: Must be included on VHDA Experienced LIHTC Developer List or provide copies of 8609s and partnership agreements (Tab N) b. at least three deals as principal and have at $500,000 in liquid assets…………………………………………. FALSE Action: Must be included on the VHDA Experienced LIHtC Developer List or provide Audited Financial Statements and copies of 8609s (Tab N)
c. The development's principal(s), as a group or individually, have developed as controlling general partner or managing member, at least one tax credit development that contains at least the same number of units of this proposed development (can include Market units). ………………………………… FALSE Action: Must provide copies of 8609s and partnership agreements (Tab N)
Allocation - Royal Arms - Reservation App Owner Info, printed 9 2018 Low‐Income Housing Tax Credit Application For Reservation
D. SITE CONTROL
NOTE: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentary evidence of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time the property will be subject to occupancy restrictions must be included herewith. (For 9% Competitive Credits ‐ An option or contract must extend beyond the application deadline by a minimum of four months.)
Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated future transfers to the Owner are not sufficient. The Owner, as identified previously, must have site control at the time this Application is submitted.
NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a long‐term lease) the Owner before the allocation of credits is made this year.
Contact us before you submit this application if you have any questions about this requirement.
1. Type of Site Control by Owner: Applicant controls site by (select one and provide documentation ‐ Mandatory TAB K)
Select Type: Purchase Contract
Expiration Date: 2/15/2019
In the Option or Purchase contract ‐ Any contract for the acquisition of a site with an existing residential property may not require an empty building as a condition of such contract, unless relocation assistance is provided to displaced households, if any, at such level required by VHDA. See QAP for further details.
FALSE ……. There is more than one site for development and more than one form of site control. (If True, provide documentation for each site specifying number of existing buildings on the site, if any, type of control of each site, and applicable expiration date of stated site control. A site control document is required for each site (Tab K).)
2. Timing of Acquisition by Owner: Only one of the following statement should be True. FALSE ……. Owner already controls site by either deed or long‐term lease. TRUE ……. Owner is to acquire property by deed (or lease for period no shorter than period property will be subject to occupancy restrictions) no later than……………………...……… 2/15/2019 . FALSE ……. There is more than one site for development and more than one expected date of acquisition by Owner. (If True, provide documentation for each site specifying number of existing buildings on the site, if any, and expected date of acquisition of each site by Owner (Tab K).)
Allocation - Royal Arms - Reservation App Site & Seller, printed 10 2018 Low‐Income Housing Tax Credit Application For Reservation
D. SITE CONTROL 3. Seller Information:
Name: Royal Arms Associates, L.P.
Address: 168 Business Park Drive
City:Virginia Beach St.: VA Zip: 23462
Contact Person:Todd A. Copeland Phone: (757) 473‐3701
There is an identity of interest between the seller and the owner/applicant……………………… FALSE
If above statement is TRUE, complete the following:
Principal(s) involved (e.g. general partners, controlling shareholders, etc.) Names Phone Type Ownership % Ownership
Allocation - Royal Arms - Reservation App Site & Seller, printed 11 2018 Low‐Income Housing Tax Credit Application For Reservation
E. DEVELOPMENT TEAM INFORMATION
Complete the following as applicable to your development team. Provide Contact and Firm Name.
1. Tax Attorney: Michael Graff This is a Related Entity. FALSE Firm Name: McGuireWoods LLP Address: 1750 Tysons Boulevard, Suite 1800, Tysons, VA 22102‐4215 Email: [email protected] Phone: (703) 712‐5110
2. Tax Accountant: Justin Gierth This is a Related Entity. FALSE Firm Name: Propp Christensen Caniglia, LLP Address: 9261 Sierra College Boulevard, Roseville, CA 95661 Email: [email protected] Phone: (916) 751‐2946
3. Consultant: Todd Gill This is a Related Entity. FALSE Firm Name: The Gill Group Role: Appraiser and Mkt Analyst Address: 512 N. One Mile Road, P.O. Box 784, Dexter, Missouri 63841 Email: [email protected] Phone: (573) 624‐6614
4. Management Entity: Tonya Sullivan This is a Related Entity. FALSE Firm Name: WinnResidential Address: 126 John Street, Suite 10, Lowell, MA 01852 Email: [email protected] Phone: (617) 239‐4565
5. Contractor: Kyle Weaver This is a Related Entity. FALSE Firm Name: Katerra Affordable Housing Address: 1405 North Hayden Rd., Scottsdale, AZ 85257 Email: [email protected] Phone: (619) 202‐1144
6. Architect: Melissa Cox This is a Related Entity. FALSE Firm Name: Ebersoldt & Associates Address: 1214 Washington Ave., St. Louis, Missouri 63103 Email: mcox@epulsa‐arch.com Phone: (314) 241‐4566
7. Real Estate Attorney: Richard Price This is a Related Entity. FALSE Firm Name: Nixon Peabody Address: 799 9th Street NW, Suite 500, Washington, DC 2001‐5327 Email: [email protected] Phone: (202) 288‐6137
8. Mortgage Banker: Jonathan Wittkopf This is a Related Entity. FALSE Firm Name: Citi Community Capital Address: 11921 Freedom Drive, Suite 850, Reston, VA 20190 Email: [email protected] Phone: (703) 234‐7305
9. Other: Michael Gaber This is a Related Entity. FALSE Firm Name: WNC & Associates, Inc. Role: Tax Credit Syndicator Address: 17782 Sky Park Circle, Irvine, CA 92614 Email: [email protected] Phone: (949) 236‐8200
Allocation - Royal Arms - Reservation App Team Info, printed 12 2018 Low‐Income Housing Tax Credit Application For Reservation
F. REHAB INFORMATION
1. Acquisition Credit Information a. Credits are being requested for existing buildings being acquired for development………………… TRUE
b. The development is listed on the RD 515 Rehabilitation Priority List?...... FALSE c. This development is an existing RD or HUD S8/236 development……………………………………………… TRUE Action: (If True, provide required form in TAB Q)
Note: If there is an identity of interest between the applicant and the seller in this proposal, and the applicant is seeking points in this category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/or rehabilitation, or obtain a waiver of this requirement from VHDA prior to application submission to receive these points.
i. Applicant agrees to waive all rights to any developer's fee or other fees associated with acquisition and/or rehab………………… FALSE ii. Applicant has obtained a waiver of this requirement from VHDA prior to the application submission deadline……………….………….. FALSE 2. Ten‐Year Rule For Acquisition Credits a. All buildings satisfy the 10‐year look‐back rule of IRC Section 42 (d)(2)(B), including the 10% basis/ $15,000 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement……………………………. TRUE b. All buildings qualify for an exception to the 10‐year rule under IRC Section 42(d)(2)(D)(i),…………………………... FALSE i Subsection (I)……………………… FALSE ii. Subsection (II)……………………… FALSE iii. Subsection (III)…………...……… FALSE iv. Subsection (IV)…………………… FALSE v. Subsection (V)……………..……… FALSE c. The 10‐year rule in IRC Section 42 (d)(2)(B) for all buildings does not apply pursuant to IRC Section 42(d)(6)…………..…… TRUE
d. There are different circumstances for different buildings……………………………………… FALSE Action: (If True, provide an explanation for each building in Tab A)
3. Rehabilitation Credit Information a. Credits are being requested for rehabilitation expenditures.…………………….…………… TRUE
Allocation - Royal Arms - Reservation App Rehab Info, printed 13 2018 Low‐Income Housing Tax Credit Application For Reservation
F. REHAB INFORMATION
b. Minimum Expenditure Requirements i. All buildings in the development satisfy the rehab costs per unit requirement of IRC Section 42(e)(3)(A)(ii)…………………………………………………………… TRUE ii. All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the 10% basis requirement (4% credit only)………………………………… FALSE iii. All buildings in the development qualify for the IRC Section 42(f)(5)(B)(ii)(II) exception……………………………………………………………………………… FALSE iv. There are different circumstances for different buildings…………………………… FALSE Action: (If True, provide an explanation for each building in Tab A)
4. Request For Exception a. The proposed new construction development (including adaptive reuse and rehabilitation that creates additional rental space) is subject to an assessment of up to minus 20 points for being located in a pool identified by the Authority as a pool with little or no increase in rent burdened population…………………………………………………………… FALSE
b. Applicant seeks an exception to this restriction in accordance with one of the following provisions under 13VAC10‐180‐60: i. Proposed development is specialized housing designed to meet special needs that cannot readily be addressed utilizing existing residential structures…………………….. FALSE ii. Proposed development is designed to serve as a replacement for housing being demolished through redevelopment………………...…………...…………………………… FALSE iii. Proposed development is housing that is an integral part of a neighborhood revitalization project sponsored by a local housing authority………….…………… FALSE Action: If any of 4 (b) responses are true, provide documentation at Tab U.
Allocation - Royal Arms - Reservation App Rehab Info, printed 14 2018 Low‐Income Housing Tax Credit Application For Reservation
G. NONPROFIT INVOLVEMENT
Applications for 9% Credits ‐ Section must be completed in order to compete in the nonprofit tax credit pool.
All Applicants ‐ Section must be completed for points for nonprofit involvement under the ranking system.
1. Tax Credit Nonprofit Pool Applicants: To qualify for the nonprofit pool, an organization (described in IRC Section 501(c)(3) or 501(c)(4) and exempt from taxation under IRC Section 501(a)) should answer the following questions as TRUE:
FALSE a. Be authorized to do business in Virginia. FALSE b. Be substantially based or active in the community of the development. FALSE c. Materially participate in the development and operation of the development throughout the compliance period (i.e., regular, continuous and substantial involvement)in the operation of the development throughout the Compliance Period. FALSE d. Own, either directly or through a partnership or limited liability company, 100% of the general partnership or managing member interest. FALSE e. Not be affiliated with or controlled by a for‐profit organization. FALSE f. Not have been formed for the principal purpose of competition in the Non‐Profit Pool. FALSE g. Not have any staff member, officer or member of the board of directors materially participate, directly or indirectly, in the proposed development as a for‐profit entity. 2. All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily satisfy all of the requirements for participation in the nonprofit tax credit pool. A. Nonprofit Involvement (All Applicants) There is nonprofit involvement in this development…………… FALSE (If false, go on to part III.) Action: If there is nonprofit involvement, provide completed Non‐Profit Questionnaire (Mandatory TAB E). B. Type of involvement: Nonprofit meets eligibility requirement for points only, not pool………………………… FALSE or Nonprofit meets eligibility requirements for nonprofit pool and points……………… FALSE C. Identity of Nonprofit (All nonprofit applicants): The nonprofit organization involved in this development is:
Name: (Please fit NP name within available space) Contact Person: Street Address: City: State: Zip: Phone: Extension: Contact Email:
Allocation - Royal Arms - Reservation App Non Profit, printed 15 2018 Low‐Income Housing Tax Credit Application For Reservation
G. NONPROFIT INVOLVEMENT
D. Percentage of Nonprofit Ownership (All nonprofit applicants): Specify the nonprofit entity's percentage ownership of the general partnership interest: 0.0%
3. Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal
A. FALSE After the mandatory 15‐year compliance period, a qualified nonprofit or local housing authority will have the option to purchase or the right of first refusal to acquire the development for a price not to exceed the outstanding debt and exit taxes. Such debt must be limited to the original mortgage(s) unless any refinancing is approved by the nonprofit.
Action: Provide Option or Right of First Refusal in Recordable Form (TAB V) Provide Nonprofit Questionnaire (if applicable) (TAB E)
Name of qualified nonprofit: Date of Recorded Form: Title of Recorded Form provided:
or indicate true if Local Housing Authority FALSE Name of Local Housing Authority
2. FALSE A qualified nonprofit or local housing authority submits a homeownership plan committing to sell the units in the development after the mandatory 15‐year compliance period to tenants whose incomes shall not exceed the applicable income limit at the time of their initial occupancy. Do not select if extended compliance is selected on Request Info Tab Action: Provide Homeownership Plan (TAB J)
Allocation - Royal Arms - Reservation App Non Profit, printed 16 2018 Low‐Income Housing Tax Credit Application For Reservation
H. STRUCTURE AND UNITS INFORMATION
1. General Information a. Total number of all units in development 144 bedrooms 288 Total number of rental units in development 144 bedrooms 288 Number of low‐income rental units 144 bedrooms 288 Percentage of rental units designated low‐income 100.00000%
b. Number of new units:………………..…..……… 0 bedrooms 0 Number of adaptive reuse units: …………… 0 bedrooms 0 Number of rehab units:………………………… 144 bedrooms 288
c. If any, indicate number of planned exempt units (included in total rental units)……………….………………… 1
d. Total Floor Area For The Entire Development……………………………..…………………………… 141,353.00 (Sq. ft.)
e. Unheated Floor Area (i.e. Breezeways, Balconies, Storage)……………………………………… 0.00 (Sq. ft.)
f. Nonresidential Commercial Floor Area (Not eligible for funding)…………………………………… 0.00
g. Total Usable Residential Heated Area…………………………………………………………………….. 141,353.00 (Sq. ft.)
h. Percentage of Net Rentable Square Feet Deemed To Be New Rental Space……………… 0.00% i. Exact area of site in acres ……………………… 9.536 j. Locality has approved a final site plan or plan of development……………...... TRUE If True, Provide required documentation (TAB L). k. Requirement as of 2016: Site must be properly zoned for proposed development. ACTION: Provide required zoning documentation (MANDATORY TAB M ) l. Property is eligible for Historic Rehab credits…………………………………………………………. FALSE Definition: The structure is historic, by virtue of being listed individually in the National Register of Historic Places, or due to its location in a registered historic district and certified by the Secretary of the Interior as being of historical significance to the district, and the rehabilitation will be completed in such a manner as to be eligible for historic rehabilitation tax credits.
Allocation - Royal Arms - Reservation App Structure, printed 17 2018 Low‐Income Housing Tax Credit Application For Reservation
H. STRUCTURE AND UNITS INFORMATION
2. UNIT MIX a. Specify the average size and number per unit type (as indicated in the Architect's Certification):
Total Rental Unit Type Average Sq Foot # of LIHTC Units Units Supportive Housing 0.00 SF 0 0 Note: Average sq 1 Story Eff ‐ Elderly 0.00 SF 0 0 foot should include 1 Story 1BR ‐ Elderly 0.00 SF 0 0 the prorata of common space. 1 Story 2BR ‐ Elderly 0.00 SF 0 0 Eff ‐ Elderly 0.00 SF 0 0 1BR Elderly 0.00 SF 0 0 2BR Elderly 0.00 SF 0 0 Eff ‐ Garden 0.00 SF 0 0 1BR Garden 818.37 SF 36 36 2BR Garden 966.37 SF 72 72 3BR Garden 1175.37 SF 36 36 4BR Garden 0.00 SF 0 0 2+ Story 2BR Townhouse 0.00 SF 0 0 2+ Story 3BR Townhouse 0.00 SF 0 0 2+ Story 4BR Townhouse 0.00 SF 0 0 Note: Please be sure to enter the number of units in 144 144 the appropriate unit category. If not, you will find errors on the self scoresheet.
3. Structures a. Number of Buildings (containing rental units)………………………… 5 b. Age of Structure:…………………………..……… 47 years c. Number of stories:………………………………… 3
d. The development is a scattered site development………………… FALSE
e. Commercial Area Intended Use: NA
f. Project consists primarily of : (Only One Option Below Can Be True) i. Low Rise Building(s) ‐ (1‐5 stories with any structural elements made of wood)……………………………… TRUE ii. Mid Rise Building(s) ‐ (5‐7 stories with no structural elements made of wood)…...…………………………. FALSE iii. High Rise Building(s) ‐ (8 or more stories with no structural elements made of wood)………………….. FALSE
Allocation - Royal Arms - Reservation App Structure, printed 18 2018 Low‐Income Housing Tax Credit Application For Reservation
H. STRUCTURE AND UNITS INFORMATION g. Indicate True for all development's structural features that apply: i. Row House/Townhouse FALSE v. Detached Single‐family FALSE ii. Garden Apartments FALSE vi. Detached Two‐family FALSE iii. Slab on Grade TRUE vii. Basement FALSE iv. Crawl space FALSE h. Property contains an elevator(s). FALSE If true, # of Elevators. 0 Elevator Type (if known)
i. Roof Type Pitched j. Construction Type Frame k. Primary Exterior Finish Synthetic Stucco 4. Site Amenities (indicate all proposed) a. Business Center TRUE f. Limited Access FALSE b. Covered Parking FALSE g. Playground TRUE c. Exercise Room FALSE h. Pool TRUE d. Gated access to Site FALSE i. Rental Office TRUE e. Laundry facilities TRUE j. Sports Activity Court TRUE k. Other: h. Describe Community Facilities: Laundry, 2 Pools, Community Room w media area & library, Playground i. Number of Proposed Parking Spaces……… 220 Is Parking Shared? ………………………………… FALSE j. This proposal seeks to qualify for points associated with proximity to public transportation. If True, Provide required documentation (TAB A). TRUE
Allocation - Royal Arms - Reservation App Structure, printed 19 2018 Low‐Income Housing Tax Credit Application For Reservation
H. STRUCTURE AND UNITS INFORMATION 5. Plans and Specifications a. Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse): i. A location map with property clearly defined. ii. Sketch plan of the site showing overall dimensions of all building(s), major site elements (e.g., parking lots and location of existing utilities, and water, sewer, electric, gas in the streets adjacent to the site). Contour lines and elevations are not required. iii. Sketch plans of all building(s) reflecting overall dimensions of: a. Typical floor plan(s) showing apartment types and placement b. Ground floor plan(s) showing common areas c. Sketch floor plan(s) of typical dwelling unit(s) d. Typical wall section(s) showing footing, foundation, wall and floor structure Notes must indicate basic materials in structure, floor and exterior finish. In addition: a unit‐by‐unit work write up is required documentation for rehabilitation properties. Only one of the following statement should be True. i. Plans and specifications/unit‐by‐unit work write up provided (TAB P). ………………………… TRUE OR ii. Plans and specifications/unit‐by‐unit work write up will be submitted separately………..………………………...……………………………………………………………………………… FALSE
NOTE: All developments must meet VHDA's Minimum Design and Construction Requirements. By signing and submitting the Application for Reservation of LIHTC, the applicant certifies that the proposed project budget, plans & specifications and work write‐ups incorporate all necessary elements to fulfill these requirements.
6. Market Study Data: Obtain the following information from the Market Study conducted in connection with this tax credit application: Project Wide Capture Rate ‐ LIHTC Units 9.00% Project Wide Capture Rate ‐ Market Units N/A Project Wide Capture Rate ‐ All Units 9.00% Project Wide Absorption Period (Months) N/A
Allocation - Royal Arms - Reservation App Structure, printed 20 2018 Low‐Income Housing Tax Credit Application For Reservation
I. UTILITIES
1. Describe the Heating/AC System: Heat pumps
2. Services Included:
Utilities Type of Utility Utilities Enter Allowances by Bedroom Size (Gas, Electric, Oil, etc.) Paid by: 0‐bdr 1‐bdr 2‐bdr 3‐bdr 4‐br HeatingElectric Tenant 0 18 20 30 0 Air ConditioningElectric Tenant 0 18 20 30 0 CookingElectric Tenant 0 6 9 10 0 LightingElectric Tenant 0 6 8 10 0 Hot WaterGas Owner00000 WaterN/A Owner00000 SewerN/A Owner00000 TrashN/A Owner00000 Total utility allowance for costs paid by tenant $0 $48 $57 $80 $0
3. The following sources were used for Utility Allowance Calculation (Provide documentation TAB Q). a. TRUE HUD d. FALSE Local PHA b. FALSE Utility Company (Estimate) e. FALSE Other: c. TRUE Utility Company (Actual Survey)
Warning: The VHDA housing choice voucher program utility schedule shown on VHDA.com should not be used unless directed to do so by the local housing authority.
Allocation - Royal Arms - Reservation App Utilities, printed 21 2018 Low‐Income Housing Tax Credit Application For Reservation
J. ENHANCEMENTS Indicate True for the following items that apply to the proposed project: ACTION: Provide Architect Certification (Mandatory TAB F) 1.For any project, upon completion of construction/rehabilitation:
FALSE a. A community/meeting room with a minimum of 749 square feet is provided.
0.00% b. i Percentage of brick or other similar low‐maintenance material approved by the Authority covering the exterior walls.
0.00% b.ii Percentage of exterior walls covered by fiber cement board.
TRUE c. All kitchen and laundry appliances (except range hoods) meet the EPA's Energy Star qualified program
FALSE d. All windows and any glass doors are Energy Star labeled for the North‐Central zone; or are NFRC labeled with a maximum U‐factor of 0.27 and a maximum SHGC of 0.40 FALSE e. Every unit in the development is heated and cooled with either (i) heat pump equipment with both a SEER rating of 15.0 or more and a HSPF rating of 8.5 or more , or (ii) air conditioning equipment with a SEER rating of 15.0 or more, combined with gas furnaces with an AFUE rating of 90% or more.
FALSE f. Water expense is sub‐metered (the tenant will pay monthly or bi‐monthly bill). TRUE g. Each bathroom contains only of WaterSense labeled faucets and showerheads. FALSE h. Each unit is provided with the necessary infrastructure for high‐speed internet service.
TRUE i. All water heaters have an energy factor greater than or equal to 67% for gas water heaters; or greater than or equal to 93% for electric water heaters; or any centralized commercial system that has an efficiency performance rating greater than or equal to 95%; or any solar thermal system that meets at least 60% of the development's domestic hot water load. TRUE j. Each bathroom is equipped with a WaterSense labeled toilet.
FALSE k. For new construction only, each full bathroom is equipped with EPA Energy Star qualified bath vent fan with duct size per manufacturer requirements or continuous exhaust as part of a dedicated outdoor air system with humidity control
FALSE l. The development currently has or the application provides for the installation of continuous R‐3 or higher wall sheathing insulation. (For Rehabs: ONLY select True if existing brick and/or siding will be removed and replaced.) TRUE m. Cooking surfaces are equipped with either fire prevention or fire suppression features.
FALSE n. All units will be equipped with electrical and plumbing hook‐ups for a dehumidification system.
FALSE o. Each unit is equipped with integrated per unit dehumidification with humidistat that does not require manual disposal of water.
Allocation - Royal Arms - Reservation App Enhancements, printed 22 2018 Low‐Income Housing Tax Credit Application For Reservation
J. ENHANCEMENTS 2. For all developments exclusively serving elderly tenants upon completion of construction/rehabilitation:
FALSE a. All cooking ranges will have front controls.
FALSE b. All units will have an emergency call system.
FALSE c. All full bathrooms will have an independent or supplemental heat source.
FALSE d. All entrance doors have two eye viewers, one at 42" and the other at standard height.
3. Earthcraft or LEED Development Certification Applicant agrees to obtain Earthcraft or US Green Building Council LEED certification prior to issuance of IRS Form 8609. The proposed architect will certify that the development's design will meet the criteria for such certification, provided that the proposed architect is on the Authority's list of LEED/EarthCraft certified architects.
(15 Points) (45 Points) FALSE ……… LEED Silver Certification FALSE …LEED Platinum Certification FALSE ……… Earthcraft Certification (10 points) (35 Points) FALSE …Applicant agrees to obtain an FALSE …………LEED Gold Certification EarthCraft or Earthcraft Gold FALSE …………Earthcraft Gold Certification certification and perform tenant utility monitoring and benchmarking.
Action: If seeking any points associated with LEED or Earthcraft certification, provide appropriate documentation at TAB F.
4. Universal Design ‐ Units Meeting Universal Design Standards
FALSE a. Architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.
0 b. Number of Rental Units constructed to meet VHDA's Universal Design standards:
0% % of Total Rental Units
5. FALSE Market‐rate units' amenities are substantially equivalent to those of the low income units. If not, please explain: NA
Allocation - Royal Arms - Reservation App Enhancements, printed 23 2018 Low‐Income Housing Tax Credit Application For Reservation
K. SPECIAL HOUSING NEEDS
1. Accessibility: Indicate True for the following point categories, as appropriate. Action: Provide appropriate documentation (Tab Y)
FALSE a. Any development in which (i) the greater of 5 units or 10% of units will be assisted by HUD project‐ based vouchers (as evidenced by the submission of a letter satisfactory to the Authority from an authorized public housing authority (PHA) that the development meets all prerequisites for such assistance), or another form of documented and binding federal project‐based rent subsidies in order to ensure occupancy by extremely low‐income persons. Locality project based rental subsidy meets the definition of state project based rental subsidy; (ii) will conform to HUD regulations interpreting the accessibility requirements of section 504 of the Rehabilitation Act; and be actively marketed to persons with disabilities as defined in the Fair Housing Act in accordance with a plan submitted as part of the application for credits. (iii) above must include roll‐in showers, roll under sinks and front control ranges, unless agreed to by the Authority prior to the applicant's submission of its application.
Documentation from source of assistance must be provided with the application. Note: Subsidies may apply to any units, not only those built to satisfy Section 504. (60 points)
FALSE b. Any development in which the greater of 5 units or 10% of the units (i) have rents within HUD’s Housing Choice Voucher (“HCV”) payment standard; (ii) conform to HUD regulations interpreting the accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to persons with disabilities as defined in the Fair Housing Act in accordance with a plan submitted as part of the application for credits (30 points)
FALSE c. The above development commits to providing first preference on its waiting list to persons with a developmental disability (DD) as confirmed by the Virginia Department of Behavioral Health and Developmental Services for the greater of 5 units or 10% of all units in accordance with the plan submitted as part of the application for credits (25 points).
FALSE d. Any development in which 5% of the units (i) conform to HUD regulations interpreting the accessibility requirements of section 504 of the Rehabilitation Act and (ii) are actively marketed to persons with disabilities as defined in the Fair Housing Act in accordance with a plan submitted as part of this application for credits. (15 points)
For items a,b or d, all common space must also conform to HUD regulations interpreting the Rehabilitation Act.
Allocation - Royal Arms - Reservation App Sp. Hsg Needs, printed 24 2018 Low‐Income Housing Tax Credit Application For Reservation
K. SPECIAL HOUSING NEEDS
2. Special Housing Needs/Leasing Preference: a. If not general population, select applicable special population: FALSE Elderly (as defined by the United States Fair Housing Act.) FALSE Persons with Disabilities (must meet the requirements of the Federal Americans with Disabilities Act) ‐ Accessible Supportive Housing Pool only FALSE Supportive Housing (as described in the Tax Credit Manual) Action: Provide Permanent Supportive Housing Certification (Tab S)
b. The development has existing tenants and a relocation plan has been developed. TRUE (If True, VHDA policy requires that the impact of economic and/or physical displacement on those tenants be minimized, in which Owners agree to abide by the Authority's Relocation Guidelines for LIHTC properties. ) Action: Provide Relocation Plan (Mandatory if tenants are displaced ‐ Tab G)
3. Leasing Preferences a. Will leasing preference be given to applicants on a public housing waiting list and/or Section 8 waiting list? select: No
Organization which holds such waiting list:
Contact person:
Title:
Phone Number
Action: Provide required notification documentation (TAB H) b. Leasing preference will be given to individuals and families with children. FALSE (Less than or equal to 20% of the units must have of 1 or less bedrooms).
c. Specify the number of low‐income units that will serve individuals and families with children by providing three or more bedrooms: 35 % of total Low Income Units 24%
NOTE: Property must utilize a VHDA Certified Management Agent. Proof of management certification must be provided before 8609s are issued.
Allocation - Royal Arms - Reservation App Sp. Hsg Needs, printed 25 2018 Low‐Income Housing Tax Credit Application For Reservation
K. SPECIAL HOUSING NEEDS
4. Rental Assistance 1. Some of the low‐income units do or will receive rental assistance……….. TRUE
2. Indicate True if rental assistance will be available:
FALSE Rental Assistance Demonstration (RAD) FALSE Section 8 New Construction Substantial Rehabilitation FALSE Section 8 Moderate Rehabilitation FALSE Section 8 Certificates TRUE Section 8 Project Based Assistance FALSE RD 515 Rental Assistance FALSE Section 8 Vouchers FALSE State Assistance FALSE Other:
3. Number of units receiving assistance: 100 How many years in rental assistance contract: 20.00 Expiration date of contract: 5/1/2021 There is an Option to Renew……………………..… TRUE Action: Contract or other agreement provided (TAB Q).
Allocation - Royal Arms - Reservation App Sp. Hsg Needs, printed 26 2018 Low‐Income Housing Tax Credit Application For Reservation
L. UNIT DETAILS
1. Set‐Aside Election: UNITS SELECTED IN INCOME AND RENT DETERMINE POINTS FOR THE BONUS POINT CATEGORY
Note: In order to qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least 20% of the units must be rent‐restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for family size (this is called the 20/50 test) or (ii) at least 40% of the units must be rent‐restricted and occupied by persons whose incomes are 60% or less of the area median income adjusted for family size (this is called the 40/60 test), all as described in Section 42 of the IRC. Rent‐and income‐restricted units are known as low‐income units. If you have more low‐income units than required, you qualify for more credits. If you serve lower incomes than required, you receive more points under the ranking system.
Units Provided Per Household Type: Income Levels Rent Levels # of Units % of Units # of Units % of Units 0 0.00% 40% Area Median 0 0.00% 40% Area Median 72 50.00% 50% Area Median 72 50.00% 50% Area Median 72 50.00% 60% Area Median 72 50.00% 60% Area Median 0 0.00% Non‐LMI Units 0 0.00% Non ‐ LMI Units # 144 100.00% Total 144 100.00% Total
2. Unit Detail FOR YOUR CONVENIENCE, COPY AND PASTE IS ALLOWED WITHIN UNIT MIX GRID In the following grid, add a row for each unique unit type planned within the development. Enter the appropriate data for both tax credit and market rate units.
Number of Unit Type (Select Rent Target Number Units 504 Net Rentable Monthly Rent One) (Select One) of Units compliant Square Feet Per Unit Total Monthly Rent Mix 1 1 BR ‐ 1 Bath 50% AMI 26 678.00 $1,130.00 $29,380 Mix 2 1 BR ‐ 1 Bath 60% AMI 10 678.00 $1,130.00 $11,300 Mix 3 2 BR ‐ 1 Bath 60% AMI 25 826.00 $805.00 $20,125 Mix 4 2 BR ‐ 1 Bath 50% AMI 35 826.00 $1,215.00 $42,525 Mix 5 2 BR ‐ 1 Bath 60% AMI 12 826.00 $1,215.00 $14,580 Mix 6 3 BR ‐ 1.5 Bath 60% AMI 19 1035.00 $917.00 $17,423 Mix 7 3 BR ‐ 1.5 Bath 50% AMI 11 1035.00 $1,350.00 $14,850 Mix 8 3 BR ‐ 1.5 Bath 60% AMI 6 1035.00 $1,350.00 $8,100 Mix 9 $0 Mix 10 $0 Mix 11 $0 Mix 12 $0 Mix 13 $0 Mix 14 $0 Mix 15 $0 Mix 16 $0 Mix 17 $0 Mix 18 $0 Mix 19 $0 Mix 20 $0 Mix 21 $0 Mix 22 $0 Mix 23 $0 Mix 24 $0 Mix 25 $0 Mix 26 $0 Mix 27 $0 Mix 28 $0 Mix 29 $0 Mix 30 $0
Allocation - Royal Arms - Reservation App Unit Details, printed 27 2018 Low‐Income Housing Tax Credit Application For Reservation
L. UNIT DETAILS
Mix 31 $0 Mix 32 $0 Mix 33 $0 Mix 34 $0 Mix 35 $0 Mix 36 $0 Mix 37 $0 Mix 38 $0 Mix 39 $0 Mix 40 $0 Mix 41 $0 Mix 42 $0 Mix 43 $0 Mix 44 $0 Mix 45 $0 Mix 46 $0 Mix 47 $0 Mix 48 $0 Mix 49 $0 Mix 50 $0 Mix 51 $0 Mix 52 $0 Mix 53 $0 Mix 54 $0 Mix 55 $0 Mix 56 $0 Mix 57 $0 Mix 58 $0 Mix 59 $0 Mix 60 $0 Mix 61 $0 Mix 62 $0 Mix 63 $0 Mix 64 $0 Mix 65 $0 Mix 66 $0 Mix 67 $0 Mix 68 $0 Mix 69 $0 Mix 70 $0 Mix 71 $0 Mix 72 $0 Mix 73 $0 Mix 74 $0 Mix 75 $0 Mix 76 $0 Mix 77 $0 Mix 78 $0 Mix 79 $0 Mix 80 $0 Mix 81 $0 Mix 82 $0 Mix 83 $0 Mix 84 $0 Mix 85 $0 Mix 86 $0 Mix 87 $0 Mix 88 $0 Mix 89 $0
Allocation - Royal Arms - Reservation App Unit Details, printed 28 2018 Low‐Income Housing Tax Credit Application For Reservation
L. UNIT DETAILS
Mix 90 $0 Mix 91 $0 Mix 92 $0 Mix 93 $0 Mix 94 $0 Mix 95 $0 Mix 96 $0 Mix 97 $0 Mix 98 $0 Mix 99 $0 Mix 100 $0 TOTALS 144 0 6,939.00 $9,112 $158,283
Total Units 144 Net Rentable SF: TC Units 121,140.00 MKT Units 0.00 Total NR SF: 121,140.00
Floor Space Fraction (to 7 decimals) 100.00000%
Allocation - Royal Arms - Reservation App Unit Details, printed 29 2018 Low‐Income Housing Tax Credit Application For Reservation
M. OPERATING EXPENSES
Use Whole Numbers Only! Administrative: 1. Advertising/Marketing $4,400 2. Office Salaries $62,360 3. Office Supplies $8,000 4. Office/Model Apartment (type ) $0 5. Management Fee $71,759 3.92% of EGI $498.33 Per Unit 6. Manager Salaries $41,600 7. Staff Unit (s) (type ) $13,440 8. Legal $4,500 9. Auditing $0 10. Bookkeeping/Accounting Fees $10,000 11. Telephone & Answering Service $8,700 12. Tax Credit Monitoring Fee $0 13. Miscellaneous Administrative $14,300 Total Administrative $239,059 Utilities 14. Fuel Oil $0 15. Electricity $19,186 16. Water $39,479 17. Gas $31,868 18. Sewer $68,619 Total Utility $159,152 Operating: 19. Janitor/Cleaning Payroll $54,080 20. Janitor/Cleaning Supplies $10,000 21. Janitor/Cleaning Contract $12,269 22. Exterminating $3,000 23. Trash Removal $28,000 24. Security Payroll/Contract $0 25. Grounds Payroll $0 26. Grounds Supplies $1,500 27. Grounds Contract $7,550 28. Maintenance/Repairs Payroll $0 29. Repairs/Material $19,650 30. Repairs Contract $500 31. Elevator Maintenance/Contract $0 32. Heating/Cooling Repairs & Maintenance $5,000 33. Pool Maintenance/Contract/Staff $4,000 34. Snow Removal $4,353 35. Decorating/Payroll/Contract $0 36. Decorating Supplies $0 37. Miscellaneous $1,200 Totals Operating & Maintenance $151,102
Allocation - Royal Arms - Reservation App Budget, printed 30 2018 Low‐Income Housing Tax Credit Application For Reservation
M. OPERATING EXPENSES
Taxes & Insurance 38. Real Estate Taxes $78,200 39. Payroll Taxes $17,357 40. Miscellaneous Taxes/Licenses/Permits $0 41. Property & Liability Insurance $31,680 42. Fidelity Bond $0 43. Workman's Compensation $15,520 44. Health Insurance & Employee Benefits $12,936 45. Other Insurance $0 Total Taxes & Insurance $155,693 6544 Total Operating Expense $705,006
Total Operating $4,896 C. Total Operating 38.54% Expenses Per Unit Expenses as % of EGI
Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $43,200
Total Expenses $748,206
ACTION: Provide Documentation of Operating Budgetr at Tab R if applicable.
Allocation - Royal Arms - Reservation App Budget, printed 31 2018 Low‐Income Housing Tax Credit Application For Reservation
N. PROJECT SCHEDULE
ACTIVITY ACTUAL OR ANTICIPATED NAME OF RESPONSIBLE DATE PERSON 1. SITE a. Option/Contract 9/6/2018 Seth Gellis b. Site Acquisition 1/15/2019 Seth Gellis c. Zoning Approval 12/1/2019 Seth Gellis d. Site Plan Approval 12/1/2018 Seth Gellis 2. Financing a. Construction Loan i. Loan Application 8/15/2018 Seth Gellis ii. Conditional Commitment 9/4/2018 Seth Gellis iii. Firm Commitment 12/15/2018 Seth Gellis b. Permanent Loan ‐ First Lien i. Loan Application 8/15/2018 Seth Gellis ii. Conditional Commitment 9/4/2018 Seth Gellis iii. Firm Commitment 12/15/2018 Seth Gellis c. Permanent Loan‐Second Lien i. Loan Application ii. Conditional Commitment iii. Firm Commitment d. Other Loans & Grants i. Type & Source, List ii. Application iii. Award/Commitment 2. Formation of Owner 9/13/2018 3. IRS Approval of Nonprofit Status 4. Closing and Transfer of Property to Owner 1/25/2019 Seth Gellis 5. Plans and Specifications, Working Drawings 12/1/2018 Melissa Cox 6. Building Permit Issued by Local Government 1/15/2019 Melissa Cox 7. Start Construction 1/25/2019 Seth Gellis 8. Begin Lease‐up 1/25/2018 Seth Gellis 9. Complete Construction 10/25/2019 Seth Gellis 10. Complete Lease‐Up 1/25/2018 Seth Gellis 11. Credit Placed in Service Date 1/25/2018 Seth Gellis
Allocation - Royal Arms - Reservation App Project Schedule , printed 32 2018 Low‐Income Housing Tax Credit Application For Reservation
O. PROJECT BUDGET ‐ HARD COSTS
Cost/Basis/Maximum Allowable Credit Complete cost column and basis column(s) as appropriate Note: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible basis, type of credit and numerical calculations of this Part VIII.
Amount of Cost up to 100% Includable in Must Use Whole Numbers Only! Eligible Basis‐‐Use Applicable Column(s): "30% Present Value Credit" (D) Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present New Construction Value Credit" 1. Contractor Cost a. Unit Structures (New) 0 0 0 0 b. Unit Structures (Rehab) 6,311,276 0 6,311,276 0 c. Non Residential Structures 0 0 0 0 d. Commercial Space Costs 0 0 0 0 e. Structured Parking Garage 0 0 0 0 Total Structure 6,311,276 0 6,311,276 0 f. Earthwork 0 0 0 0 g. Site Utilities 0 0 0 0 h. Roads & Walks 55,000 0 55,000 0 i. Site Improvements 420,800 0 420,800 0 j. Lawns & Planting 15,000 0 15,000 0 k. Engineering 0 0 0 0 l. Off‐Site Improvements 0 0 0 0 m. Site Environmental Mitigation 0 0 0 0 n. Demolition 0 0 0 0 o. Site Work 0 0 0 0 p. Other Site work 0 0 0 0 Total Land Improvements 490,800 0 490,800 0 Total Structure and Land 6,802,076 0 6,802,076 0 q. General Requirements 345,600 0 345,600 0 r. Builder's Overhead 115,200 0 115,200 0 ( 1.7% Contract) s. Builder's Profit 345,600 0 345,600 0 ( 5.1% Contract) t. Bonds 66,240 0 66,240 0 u. Building Permits 75,000 0 75,000 0 v. Special Construction 0 0 0 0 w. Special Equipment 0 0 0 0 x. Other 1: Insurance 66,240 0 66,240 0 y. Other 2: 0 0 z. Other 3: 0 0 0 0 Contractor Costs $7,815,956 $0 $7,815,956 $0
Allocation - Royal Arms - Reservation App Hard Costs , printed 33 2018 Low‐Income Housing Tax Credit Application For Reservation
O. PROJECT BUDGET ‐ OWNER COSTS
MUST USE WHOLE NUMBERS ONLY! Amount of Cost up to 100% Includable in Eligible Basis‐‐Use Applicable Column(s): "30% Present Value Credit" (D) Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present New Construction Value Credit"
2. Owner Costs
a. Building Permit 0 0 0 0 b. Architecture/Engineering Design Fee 75,000 0 75,000 0 $521 /Unit) c. Architecture Supervision Fee 75,000 0 75,000 0 $521 /Unit) d. Tap Fees 0 0 0 0 e. Environmental 18,000 0 18,000 0 f. Soil Borings 0 0 0 0 g. EarthCraft/LEED 0 0 0 0 h. Appraisal 5,200 0 5,200 0 i. Market Study 7,700 0 7,700 0 j. Site Engineering / Survey 21,500 0 21,500 0 k. Construction/Development Mgt 0 0 0 0 l. Structural/Mechanical Study 3,500 0 3,500 0 m. Construction Loan 305,550 0 305,550 0 Origination Fee n. Construction Interest 2,140,104 0 2,140,104 0 (0.0% for 0months) o. Taxes During Construction 0 0 0 0 p. Insurance During Construction 31,680 0 31,680 0 q. Permanent Loan Fee 0 0 0 0 (0.0%) r. Other Permanent Loan Fees 278,388 0 0 0 s. Letter of Credit 0 0 0 0 t. Cost Certification Fee 15,000 0 15,000 0 u. Accounting 0 0 0 0 v. Title and Recording 125,000 25,000 100,000 0 w. Legal Fees for Closing 150,000 25,000 100,000 0 x. Mortgage Banker 0 0 0 0 y. Tax Credit Fee 52,438 z. Tenant Relocation 108,000 0 0 0 aa. Fixtures, Furnitures and Equipment 0 0 0 0 ab. Organization Costs 0 0 0 0 ac. Operating Reserve 420,000 0 0 0 ad. Contingency 100,000 0 100,000 0 ae.Security 0000 af. Utilities 0 0 0 0 (1)Other*specify: 0000 (2) Other* specify: 00 (3)Other*specify: 0000 (4)Other*specify: 0000
Allocation - Royal Arms - Reservation App Owners Costs, printed 34 2018 Low‐Income Housing Tax Credit Application For Reservation
O. PROJECT BUDGET ‐ OWNER COSTS
(5) Other * specify: 0 0 0 (6)Other*specify: 0000 (7)Other*specify: 0000 (8)Other*specify: 0000 (9)Other*specify: 0000 (10) Other* specify: 0 0 0 0
Owner Costs Subtotal (Sum 2A..2(10)) $3,932,060 $50,000 $2,998,234 $0
Subtotal 1 + 2 $11,748,016 $50,000 $10,814,190 $0 (Owner + Contractor Costs)
3. Developer's Fees 2,107,729 922,820 1,184,909 0
4. Owner's Acquisition Costs Land 321,799 Existing Improvements 9,228,201 9,228,201 Subtotal 4: $9,550,000 $9,228,201
5. Total Development Costs Subtotal 1+2+3+4: $23,405,745 $10,201,021 $11,999,099 $0
If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of appraised value or tax assessment value here: $0 Land (Provide documentation at Tab K) $0 Building
Maximum Developer Fee: $2,133,841
Proposed Development's Cost per Unit: $162,540
Applicable Cost Limit: $192,281
Allocation - Royal Arms - Reservation App Owners Costs, printed 35 2018 Low‐Income Housing Tax Credit Application For Reservation
P. ELIGIBLE BASIS CALCULATION
Amount of Cost up to 100% Includable in Eligible Basis‐‐Use Applicable Column(s): "30 % Present Value Credit" (C) Rehab/ (D) New "70 % Present Item (A) Cost (B) Acquisition Construction Value Credit"
1. Total Development Costs 23,405,745 10,201,021 11,999,099 0
2. Reductions in Eligible Basis
a. Amount of federal grant(s) used to finance 0 0 0 qualifying development costs
b. Amount of nonqualified, nonrecourse financing 0 0 0
c. Costs of nonqualifying units of higher quality 0 0 0 (or excess portion thereof)
d. Historic Tax Credit (residential portion) 0 0 0
3. Total Eligible Basis (1 ‐ 2 above) 10,201,021 11,999,099 0
4. Adjustment(s) to Eligible Basis (For non‐acquisition costs in eligible basis)
a. For QCT or DDA (Eligible Basis x 30%) 0 0 State Designated Basis Boosts: b. For Revitalization or Supportive Housing (Eligible Basis x 30%) 0 0 c. For Earthcraft or LEED Certification (Eligible Basis x 5% or 10%) 0
Total Adjusted Eligible basis 11,999,099 0
5. Applicable Fraction 100.00000% 100.00000% 100.00000%
6. Total Qualified Basis 10,201,021 11,999,099 0 (Eligible Basis x Applicable Fraction)
7. Applicable Percentage 3.31% 3.31% 0.00% (Beginning with 2016 Allocations, use the standard 9% rate.) (For tax exempt bonds, use the most recently published rates.) 8. Maximum Allowable Credit under IRC §42 $337,654 $397,170 $0 (Qualified Basis x Applicable Percentage) (Must be same as BIN total and equal to or less $734,824 than credit amount allowed) Combined 30% & 70% P. V. Credit
Allocation - Royal Arms - Reservation App Elig Basis, printed 36 2018 Low‐Income Housing Tax Credit Application For Reservation
Q. SOURCES OF FUNDS
Action: Provide Documentation for all Funding Sources at Tab T
1. Construction Financing: List individually the sources of construction financing, including any such loans financed through grant sources:
Date of Date of Amount of Source of Funds Application Commitment Funds Name of Contact Person 1. CITI TE "Back‐to‐Back" Con 08/15/18 09/04/18 $15,555,000 Mike Hemmens 2. Developer Fee/Capitalized Interest $4,806,440 Seth Gellis 3. Tax Credit Equity $3,044,421 Anil Advani
Total Construction Funding: $23,405,861
2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:
(Whole Numbers only) Interest Amortization Term of Date of Date of Amount of Annual Debt Rate of Period Loan Source of Funds Application Commitment Funds Service Cost Loan IN YEARS (years) 1. CITI TE "Back‐to‐Back" Con 8/15/2018 9/4/2018 $14,555,000 $937,953 5.50% 35.00 30.00 2. Cash Flow from Operations $2,140,104 3. 4. 5. 6. 7. 8. 9. 10.
Total Permanent Funding: $16,695,104 $937,953
3. Grants: List all grants provided for the development:
Date of Date of Amount of Source of Funds Application Commitment Funds Name of Contact Person 1. 2. 3. 4. 5. 6.
Total Permanent Grants: $0
Allocation - Royal Arms - Reservation App Sources, printed 37 2018 Low‐Income Housing Tax Credit Application For Reservation
Q. SOURCES OF FUNDS
4. Subsidized Funding Date of Amount of Source of Funds Commitment Funds 1. 2. 3. 4. 5.
Total Subsidized Funding $0
5. Recap of Federal, State, and Local Funds Portions of the sources of funds described above for the development are financed directly or indirectly with Federal, State, or Local Government Funds….…………………………. TRUE
If above is True, then list the amount of money involved by all appropriate types.
Below‐Market Loans Market‐Rate Loans TE: See Below For 50% Test Status a. Tax Exempt Bonds $15,555,000 a. Taxable Bonds $0 b. RD 515 $0 b. Section 220 $0 c. Section 221(d)(3) $0 c. Section 221(d)(3) $0 d. Section 312 $0 d. Section 221(d)(4) $0 e. Section 236 $0 e. Section 236 $0 f. VHDA SPARC/REACH $0 f. Section 223(f) $0 g. HOME Funds $0 g. Other: $0 h. Other: $0
i. Other: $0
Grants* Grants
a. CDBG $0 c. State b. UDAG $0 d. Local e. Other:
*This means grants to the partnership. If you received a loan financed by a locality which received one of the listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program which funded it.
Allocation - Royal Arms - Reservation App Sources, printed 38 2018 Low‐Income Housing Tax Credit Application For Reservation
Q. SOURCES OF FUNDS
6. For Transactions Using Tax‐Exempt Bonds Seeking 4% Credits: For purposes of the 50% Test, and based only on the data entered to this application, the portion of the aggregate basis of buildings and land financed with tax‐exempt funds is: 69.07%
7. Some of the development's financing has credit enhancements………………….……………………... FALSE If True, list which financing and describe the credit enhancement:
8. Other Subsidies Action: Provide documentation (Tab Q) a. FALSE Real Estate Tax Abatement on the increase in the value of the development.
b. FALSE New project based subsidy from HUD or Rural Development for the greater of 5 or 10% of the units in the development.
c. FALSE Other
9. A HUD approval for transfer of physical asset is required…………………………………… TRUE
Allocation - Royal Arms - Reservation App Sources, printed 39 2018 Low‐Income Housing Tax Credit Application For Reservation
R. EQUITY
1. Equity a. Portion of Syndication Proceeds Attributable to Historic Tax Credit Amount of Federal historic credits $0 x Equity % 0% = $0 Amount of Virginia historic credits $0 x Equity % 0% = $0
b. Equity that Sponsor will Fund: i. Cash Investment $0 ii. Contributed Land/Building $0 iii. Deferred Developer Fee $207,448 (Note: Deferred Developer Fee cannot be negative.) iv. Other: $0
Equity Total $207,448
2. Equity Gap Calculation a. Total Development Cost $23,405,745
b. Total of Permanent Funding, Grants and Equity ‐ $16,902,552
c. Equity Gap $6,503,193
d. Developer Equity ‐ $647
e. Equity gap to be funded with low‐income tax credit proceeds $6,502,546
3. Syndication Information (If Applicable) a. Actual or Anticipated Name of Syndicator: WNC & Associates, Inc. Contact Person:Anil Advani Phone: Street Address: 17782 Sky Park Circle City:Irvine State: CA Zip: 92614
b. Syndication Equity i. Anticipated Annual Credits $734,824.00 ii. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit) $0.885 iii. Percent of ownership entity (e.g., 99% or 99.9%) 99.99000% iv. Syndication costs not included in Total Development Costs (e.g., advisory fees) $0 v. Net credit amount anticipated by user of credits $734,751 vi. Total to be paid by anticipated users of credit (e.g., limited partners) $6,502,546
c. Syndication: Private d. Investors: Corporate 4. Net Syndication Amount $6,502,546 Which will be used to pay for Total Development Costs
5. Net Equity Factor 88.5000533411% Must be equal to or greater than 85%
Allocation - Royal Arms - Reservation App Equity , printed 40 2018 Low‐Income Housing Tax Credit Application For Reservation
S. DETERMINATION OF RESERVATION AMOUNT NEEDED
The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by VHDA to determine, as required by the IRC, the amount of credits which may be allocated for the development. However, VHDA at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable for the information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding, expected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such reservation may differ significantly from the amount you compute below.
1. Total Development Costs $23,405,745
2. Less Total of Permanent Funding, Grants and Equity ‐ $16,902,552
3. Equals Equity Gap $6,503,193
4. Divided by Net Equity Factor 88.5000533411% (Percent of 10‐year credit expected to be raised as equity investment)
5. Equals Ten‐Year Credit Amount Needed to Fund Gap $7,348,236
Divided by ten years 10
6. Equals Annual Tax Credit Required to Fund the Equity Gap $734,824
7. Maximum Allowable Credit Amount $734,824 (from Eligible Basis Calculation)
8. Requested Credit Amount For 30% PV Credit: $734,824 For 70% PV Credit: Credit per LI Units $5,102.9444 Credit per LI Bedroom $2,551.4722 Combined 30% & 70% PV Credit Requested $734,824
9. Action: Provide Attorney’s Opinion (Mandatory Tab W)
Allocation - Royal Arms - Reservation App Gap Calculation, printed 41 2018 Low‐Income Housing Tax Credit Application For Reservation
T. CASH FLOW
1. Revenue Indicate the estimated monthly income for the Low‐Income Units (based on Unit Details tab):
Total Monthly Rental Income for LIHTC Units $158,283 Plus Other Income Source (list): Laundry $2,023 Equals Total Monthly Income: $160,306 Twelve Months x12 Equals Annual Gross Potential Income $1,923,676 Less Vacancy Allowance 4.9% $94,420 Equals Annual Effective Gross Income (EGI) ‐ Low Income Units $1,829,256
2. Indicate the estimated monthly income for the Market Rate Units (based on Unit Details tab):
Total Monthly Income for Market Rate Units: $0 Plus Other Income Source (list): $0 Equals Total Monthly Income: $0 Twelve Months x12 Equals Annual Gross Potential Income $0 Less Vacancy Allowance 0.0% $0 Equals Annual Effective Gross Income (EGI) ‐ Market Rate Units $0
Action: Provide documentation in support of Operating Budget (TAB R)
3. Cash Flow (First Year) a. Annual EGI Low‐Income Units $1,829,256 b. Annual EGI Market Units $0 c. Total Effective Gross Income $1,829,256 d. Total Expenses $748,206 e. Net Operating Income $1,081,050 f. Total Annual Debt Service $937,953 g. Cash Flow Available for Distribution $143,097
Allocation - Royal Arms - Reservation App Cash Flow, printed 42 2018 Low‐Income Housing Tax Credit Application For Reservation
T. CASH FLOW
4. Projections for Financial Feasibility ‐ 15 Year Projections of Cash Flow
Stabilized Year 1 Year 2 Year 3 Year 4 Year 5 Eff. Gross Income 1,829,256 1,865,841 1,903,158 1,941,221 1,980,046 Less Oper. Expenses 748,206 770,652 793,772 817,585 842,112 Net Income 1,081,050 1,095,189 1,109,386 1,123,636 1,137,933 Less Debt Service 937,953 937,953 937,953 937,953 937,953 Cash Flow 143,097 157,236 171,433 185,683 199,980 Debt Coverage Ratio 1.15 1.17 1.18 1.20 1.21
Year 6 Year 7 Year 8 Year 9 Year 10 Eff. Gross Income 2,019,646 2,060,039 2,101,240 2,143,265 2,186,130 Less Oper. Expenses 867,376 893,397 920,199 947,805 976,239 Net Income 1,152,271 1,166,642 1,181,041 1,195,460 1,209,891 Less Debt Service 937,953 937,953 937,953 937,953 937,953 Cash Flow 214,318 228,689 243,088 257,507 271,938 Debt Coverage Ratio 1.23 1.24 1.26 1.27 1.29
Year 11 Year 12 Year 13 Year 14 Year 15 Eff. Gross Income 2,229,853 2,274,450 2,319,939 2,366,338 2,413,664 Less Oper. Expenses 1,005,526 1,035,692 1,066,763 1,098,766 1,131,729 Net Income 1,224,327 1,238,758 1,253,176 1,267,572 1,281,936 Less Debt Service 937,953 937,953 937,953 937,953 937,953 Cash Flow 286,374 300,805 315,223 329,619 343,983 Debt Coverage Ratio 1.31 1.32 1.34 1.35 1.37
Estimated Annual Percentage Increase in Revenue 2.00% (Must be < 2%) Estimated Annual Percentage Increase in Expenses 3.00% (Must be > 3%)
Allocation - Royal Arms - Reservation App Cash Flow, printed 43 2018 Low‐Income Housing Tax Credit Application For Reservation
U. Building‐by‐Building Information Must Complete
Qualified basis must be determined on a building‐by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time of Number of BINS: 4 allocation request). Total Qualified Basis should equal total on Elig Basis Tab FOR YOUR CONVENIENCE, COPY AND PASTE IS ALLOWED WITHIN BUILDING GRID NUMBER DO NOT use the CUT feature 30% Present Value 30% Present Value OF Credit for Acquisition Credit for Rehab / New Construction 70% Present Value Credit Actual or Actual or Actual or TAX MARKET Estimate Anticipated Estimate Anticipated Estimate Anticipated Bldg BIN CREDIT RATE Street Address 1 Street City State Zip Qualified In‐Service Applicable Credit Qualified In‐Service Applicable Credit Qualified In‐Service Applicable Credit # if known UNITS UNITS Address 2 Basis Date Percentage Amount Basis Date Percentage Amount Basis Date Percentage Amount 1. VA0260001 36 0 401,403,405 Criser Rd Front Royal VA 22630 $2,537,755 01/25/19 3.31% $84,000 $3,012,274 01/25/19 3.31% $99,706 $0 2. VA0260002 36 0 407,409,411 Criser Rd Front Royal VA 22630 $2,537,755 01/25/19 3.31% $84,000 $3,012,275 01/25/19 3.31% $99,706 $0 3. VA0260003 36 0 413,415,417 Criser Rd Front Royal VA 22630 $2,537,755 01/25/19 3.31% $84,000 $3,012,275 01/25/19 3.31% $99,706 $0 4. VA0260004 36 0 419,421,423 Criser Rd Front Royal VA 22630 $2,537,755 01/25/19 3.31% $84,000 $3,012,275 01/25/19 3.31% $99,706 $0 5. $0 $0 $0 6. $0 $0 $0 7. $0 $0 $0 8. $0 $0 $0 9. $0 $0 $0 10. $0 $0 $0 11. $0 $0 $0 12. $0 $0 $0 13. $0 $0 $0 14. $0 $0 $0 15. $0 $0 $0 16. $0 $0 $0 17. $0 $0 $0 18. $0 $0 $0 19. $0 $0 $0 20. $0 $0 $0 21. $0 $0 $0 22. $0 $0 $0 23. $0 $0 $0 24. $0 $0 $0 25. $0 $0 $0 26. $0 $0 $0 27. $0 $0 $0 28. $0 $0 $0 29. $0 $0 $0 30. $0 $0 $0 31. $0 $0 $0 32. $0 $0 $0 33. $0 $0 $0 34. $0 $0 $0 35. $0 $0 $0 144 0
Totals from all buildings $10,151,020 $12,049,099 $0
$335,999 $398,825 $0 Qualified Basis Totals (must agree with VIII‐A10)
Credit Amount Totals (must agree with VIII‐A‐12) Number of BINS: 4
Allocation - Royal Arms - Reservation App BINS , printed 44 2018 Low‐Income Housing Tax Credit Application For Reservation
V. STATEMENT OF OWNER
The undersigned hereby acknowledges the following:
1. that, to the best of its knowledge and belief, all factual information provided herein or in connection herewith is true and correct, and all estimates are reasonable.
2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs, damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of, or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.
3. that points will be assigned only for representations made herein for which satisfactory documentation is submitted herewith and that no revised representations may be made in connection with this application once the deadline for applications has passed.
4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein relative to basis, credit calculations, and determination of the amount of the credit necessary to make the development financially feasible, is provided only for the convenience of VHDA in reviewing reservation requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount of credits applied for has been computed in accordance with IRC requirements; and that any notations herein describing IRC requirements are offered only as general guides and not as legal authority.
5. that the undersigned is responsible for ensuring that the proposed development will be comprised of qualified low‐income buildings and that it will in all respects satisfy all applicable requirements of federal tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.
6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relative to the determination of qualified basis for the development as a whole and/or each building therein individually as well as the amounts and types of credit applicable thereof, but that the issuance of a reservation based on such representation in no way warrants their correctness or compliance with IRC requirements.
7. that VHDA may request or require changes in the information submitted herewith, may substitute its own figures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve credits, if any, in an amount significantly different from the amount requested.
8. that reservations of credits are not transferable without prior written approval by VHDA at its sole discretion.
Allocation - Royal Arms - Reservation App Owner Stmt, printed 45 2018 Low-Income Housing Tax Credit Application For Reservation
V. STATEMENT OF OWNER
9. that the requirements for applying for the credits and the terms of any reservation or allocation thereof are subject to change at any time by federal or state law, federal, state or VHDA regulations, or other binding authority.
10. that reservations may be made subject to certain conditions to be satisfied prior to allocation and shall in all cases be contingent upon the receipt of a nonrefundable application fee of $1000 and a nonrefundable reservation fee equal to 7% of the annual credit amount reserved.
11. that a true, exact, and complete copy of this application, including all the supporting documentation enclosed herewith, has been provided to the tax attorney who has provided the required attorney's opinion accompanying this submission, and
12. that the applicant has provided a complete list of all residential real estate developments in which the general partner(s) has (have) or had a controlling ownership interest and, in the case of those projects allocated credits under Section 42 of the IRC, complete information on the status of compliance with Section 42 and an explanation of any noncompliance. The applicant hereby authorizes the Housing Credit Agencies of states in which these projects are located to share compliance information with the Authority.
13. that the information in this application may be disseminated to others for purposes of verification or other purposes consistent with the Virginia Freedom of Information Act. However, all information will be maintained, used or disseminated in accordance with the Government Data Collection and Dissemination Practices Act. The applicant may refuse to supply the information requested, however, such refusal will result in VHDA's inability to process the application. The original or copy of this application may be retained by VHDA, even if tax credits are not allocated to the applicant.
In Witness Whereof, the undersigned, being authorized, has caused this document to be executed in its name on the date of this application set forth in DEV Info tab hereof.
Legal Name of Owner: Royal Arms Community Partners, LP 17782 Sky Park Circle Irvine, CA 92614
By: Its: Authorized Signatory (Title)
Royal arms draft application [43143] Owner Stmt, printed 2 2018 Low‐Income Housing Tax Credit Application For Reservation
W. LIHTC SELF SCORE SHEET Self Scoring Process
This worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in the QAP. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other items, denoted below in the yellow shaded cells, are items that are typically evaluated by VHDA’s staff during the application review and feasibility analysis. For purposes of self scoring, it will be necessary for you to make certain assumptions about your application and enter the appropriate responses in the yellow shaded cells of this score sheet. All but two require yes/no responses, in which case enter Y or N as appropriate. Item 5f would require a numeric value to be entered. Please remember that the score is only an estimate based on the selection criteria using the reservation application data and the responses you have entered on this score sheet. VHDA reserves the right to change application data and/or score sheet responses where appropriate, which may change the final score.
MANDATORY ITEMS: Included Score a. Signed, completed application with attached tabs in PDF formatYY or N0 b. Active Excel copy of application Y Y or N 0 c. Partnership agreement YY or N0 d. SCC Certification YY or N0 e. Previous participation form Y Y or N 0 f. Site control document YY or N0 g. Architect's Certification YY or N0 h. Attorney's opinion YY or N0 i. Nonprofit questionnaire (if applicable) N/A Y, N, N/A 0 j. Appraisal YY or N0 k. Zoning document YY or N0 l. Universal Design Plans YY or N0 m. List of LIHTC Developments (Schedule A) Y Y or N 0 Total: 0.00
1. READINESS: a. VHDA notification letter to CEO (via Locality Notification Information Application) Y 0 or ‐50 0.00 b. Local CEO Opposition Letter N 0 or ‐25 0.00 c. Plan of development Y 0 or 40 40.00 d. Location in a revitalization area N 0 or 10 0.00 Total: 40.00
2. HOUSING NEEDS CHARACTERISTICS: a. Sec 8 or PHA waiting list preference N 0 or up to 5 0.00 b. Existing RD, HUD Section 8 or 236 program Y 0 or 20 20.00 c. Waiting list preference to disabilities (DD) within marketing plan N 0 or 25 0.00 d. Subsidized funding commitments 0 Up to 40 0.00 e. Tax abatement or new project based rental subsidy (HUD or RD) N 0 or 10 0.00 f. Census tract with <12% poverty rate 0% 0, 20, 25 or30 0.00 g. Development listed on the Rural Development Rehab Priority List N 0 or 15 0.00 h. Dev. located in area with little or no increase in rent burdened population N Up to ‐20 0.00 i. Dev. located in area with increasing rent burdened population NUp to 200.00 Total: 20.00
Allocation - Royal Arms - Reservation App Scoresheet, printed 47 2018 Low‐Income Housing Tax Credit Application For Reservation
3. DEVELOPMENT CHARACTERISTICS: a. Amenities (See calculations below) 16.00 b. Project subsidies/HUD 504 accessibility for 5 or 10% of units N 0 or 60 0.00 or c. HCV Payment Standard/HUD 504 accessibility for 5 or 10% of units N 0 or 30 0.00 or d. HUD 504 accessibility for 5% of units N 0 or 15 0.00 e. Proximity to public transportation (within Northern VA or Tidewater) Y20 0, 10 or 20 20.00 f. Development will be Earthcraft, LEED certified or includes benchmarking N up to 45 0.00 g. Units constructed to meet VHDA's Universal Design standards 0% Up to 15 0.00 h. Developments with less than 100 units N up to 20 0.00 i. Historic Structure N0 or 50.00 Total: 36.00
4. TENANT POPULATION CHARACTERISTICS: Locality AMI State AMI $73,900 $55,200 a. Less than or equal to 20% of units having 1 or less bedrooms N 0 or 15 0.00 b.
5. SPONSOR CHARACTERISTICS: a. Developer experience ‐ 3 developments with 3 x units or 6 developments with 1 x units N 0 or 50 0.00 or b. Developer experience ‐ 3 developments and at least 500,000 in liquid assets N 0 or 50 0.00 or c. Developer experience ‐ 1 development with 1 x units N 0 or 100.00 d. Developer experience ‐ life threatening hazard N 0 or ‐50 0.00 e. Developer experience ‐ noncompliance N 0 or ‐15 0.00 f. Developer experience ‐ did not build as represented 0 0 or ‐2x 0.00 g. Developer experience ‐ failure to provide minimum building requirements N 0 or ‐20 0.00 h. Developer experience ‐ termination of credits by VHDA N 0 or ‐100.00 i. Developer experience ‐ exceeds cost limits at certification N 0 or ‐50 0.00 j. Management company rated unsatisfactory N 0 or ‐25 0.00 Total: 0.00
6. EFFICIENT USE OF RESOURCES: a. Credit per unit Up to 200 118.51 b. Cost per unit Up to 100 22.50 Total: 141.01
7. BONUS POINTS: a. Extended compliance 25 Years 40 or 50 40.00 or b. Nonprofit or LHA purchase option N 0 or 60 0.00 or c. Nonprofit or LHA Home Ownership option N 0 or 5 0.00 d. Combined 9% and 4% Tax Exempt Bond Site Plan N Up to 45 0.00 e. RAD participation and competing in Local Housing Authority pool N Up to 10 0.00 Total: 40.00
425 Point Threshold ‐ all 9% Tax Credits TOTAL SCORE: 327.01 325 Point Threshold ‐ Tax Exempt Bonds
Allocation - Royal Arms - Reservation App Scoresheet, printed 48 2018 Low‐Income Housing Tax Credit Application For Reservation
Amenities: All units have: Max Pts a. Community Room 5 0.00 b. Exterior walls constructed with brick and other low maintenance materials 22 0.00 c. Kitchen/Laundry Appl ‐ EPA Energy Star qualified 5 5.00 d. Windows and Glass Doors ‐ EPA Energy Star qualified or NFRC 50.00 e. Heat/AC‐SEER‐AFUE 10 0.00 f. Sub‐metered water expense 5 0.00 g. WaterSense faucets & showerheads 2 2.00 h. High speed internet service 1 0.00 i. Energy efficient water heaters 5 5.00 j. WaterSense labeled toilet 2 2.00 k. New Construction only: EPA Energy Star qualified bath vent fans 20.00 l. R‐3+ wall sheathing insulation 5 0.00 m. Cooking surfaces ‐ fire prevention/suppression features 2 2.00 n. Hook‐ups for dehumidification system FALSE N/A N/A o. Unit dehumidification with humidistat FALSE N/A N/A 16.00 All elderly units have: a. Front‐control ranges 1 0.00 b. Emergency call system 3 0.00 c. Independent/suppl. heat source 1 0.00 d. Two eye viewers 1 0.00 0.00
Total amenities: 16.00
Allocation - Royal Arms - Reservation App Scoresheet, printed 49 X. Development Summary
Summary Information 2018 Low‐Income Housing Tax Credit Application For Reservation
Deal Name: Royal Arms Apartments
Cycle Type: 4% Tax Exempt Bonds Credits Requested Credit Amount: $734,824 Allocation Type: Acquisition/Rehab Jurisdiction: Warren County Total Units 144 Population Target: General Total Score Total LI Units 144 327.01 Project Gross Sq Ft:141,353.00 Owner Contact: Seth Gellis Earth Craft/Leeds? FALSE
Source of Funds Amount Per Unit Per Sq Ft Annual Debt Service Permanent Financing $16,695,104 $115,938 $118 $937,953
Uses of Funds ‐ Actual Costs Total Development Costs Type of Uses Amount Per Unit Sq Ft % of TDC Improvements $6,802,076 $47,237 $48 29.06% Total Improvements $11,748,016 General Req/Overhead/Profit $806,400 $5,600 $6 3.45% Land Acquisition $9,550,000 Other Contract Costs $207,480 $1,441 $1 0.89% Developer Fee $2,107,729 Owner Costs $3,932,060 $27,306 $28 16.80% Total Development Costs $23,405,745 Acquisition $9,550,000 $66,319 $68 40.80% Developer Fee $2,107,729 $14,637 $15 9.01% Total Uses $23,405,745 $162,540
Proposed Cost Limit/Unit: $162,540 Income Applicable Cost Limit/Unit: $192,281 Gross Potential Income ‐ LI Units $1,923,676 Gross Potential Income ‐ Mkt Units $0 Subtotal $1,923,676 Unit Breakdown Less Vacancy % 4.91% $94,420 Supp Hsg 0 Effective Gross Income $1,829,256 # of Eff 0 # of 1BR 36 Rental Assistance? TRUE # of 2BR 72 # of 3BR 36 Expenses # of 4+ BR 0 Category Total Per Unit Total Units 144 Administrative $239,059 $1,660 Utilities $159,152 $1,105 Operating & Maintenance $151,102 $1,049 Income Levels Rent Levels Taxes & Insurance $155,693 $1,081 # of Units # of Units 40% AMI 00 Total Operating Expenses $705,006 $4,896 50% AMI 72 72 60% AMI 72 72 Replacement Reserves $43,200 $300 Market 00
Total Expenses $748,206 $5,196 Extended Use Restriction? 40
Cash Flow EGI $1,829,256 Total Expenses $748,206 Net Income $1,081,050 Debt Service $937,953
Debt Coverage Ratio (YR1): 1.15
Allocation - Royal Arms - Reservation App Dev Summary, printed 50 2018 Low‐Income Housing Tax Credit Application For Reservation
$/SF = $160.34 Credits/SF = 5.198493 Const $/unit = $54,277.4722
TYPE OF PROJECT GENERAL = 11000; ELDERLY = 12000 11000 LOCATION Inner‐NVA=100; Outer‐NV=200; NWNC=300; Rich=400; Tid=500; Balance=600 300 300 TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(35,000+)=3; REHAB*(15,000‐35,000)=4 3 3 *REHABS LOCATED IN BELTWAY ($15,000‐$50,000) See Below GENERAL Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST AVG UNIT SIZE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NUMBER OF UNITS 0000000
PARAMETER‐(COSTS=>35,000) 0000000 PARAMETER‐(COSTS<35,000) 0000000
PARAMETER‐(COSTS=>50,000) 0000000 PARAMETER‐(COSTS<50,000) 0000000
COST PARAMETER0000000 PROJECT COST PER UNIT0000000
PARAMETER‐(CREDITS=>35,000) 0000000 PARAMETER‐(CREDITS<35,000) 0000000
PARAMETER‐(CREDITS=>50,000) 0000000 PARAMETER‐(CREDITS<50,000) 0000000
CREDIT PARAMETER0000000 PROJECT CREDIT PER UNIT0000000
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
GENERAL EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH AVG UNIT SIZE 0.00 818.37 966.37 1,175.37 0.00 0.00 0.00 0.00 NUMBER OF UNITS 03672360000
PARAMETER‐(COSTS=>35,000) 0 157,500 213,750 230,625 0000 PARAMETER‐(COSTS<35,000) 00000000
PARAMETER‐(COSTS=>50,000) 0 157,500 213,750 230,625 0000 PARAMETER‐(COSTS<50,000) 00000000
COST PARAMETER 0 157,500 213,750 230,625 0000 PROJECT COST PER UNIT 0 131,214 154,944 188,454 0000
PARAMETER‐(CREDITS=>35,000) 0 9,713 13,181 14,222 0000 PARAMETER‐(CREDITS<35,000) 00000000
PARAMETER‐(CREDITS=>50,000) 0 9,713 13,181 14,222 0000 PARAMETER‐(CREDITS<50,000) 00000000
CREDIT PARAMETER09,71313,18114,2220000 PROJECT CREDIT PER UNIT04,2545,0246,1100000
COST PER UNIT POINTS 0.00 4.17 13.76 4.57 0.00 0.00 0.00 0.00 CREDIT PER UNIT POINTS 0.00 28.10 61.89 28.52 0.00 0.00 0.00 0.00
TOTAL COST PER UNIT POINTS 22.50
TOTAL CREDIT PER UNIT POINTS 118.51
Allocation - Royal Arms - Reservation App E-U-R, printed 51 Cost Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 0 0 0 0 000 Parameter Adjustment ‐ mid rise 00000 0 0 Parameter Adjustment ‐ high rise 0 0 0 000 0 Adjusted Cost Parameter 0 0 0 0 0 0 0
Credit Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Credit Parameter ‐ low rise 0 0 0 000 0 Parameter Adjustment ‐ mid rise 0 00000 0 Parameter Adjustment ‐ high rise 0000 000 Adjusted Credit Parameter 0 000 0 0 0
Cost Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Parameter ‐ low rise 0 157,500 213,750 230,625 0 0 0 0 Parameter Adjustment ‐ mid rise 0 000000 0 Parameter Adjustment ‐ high rise 0 000 0 0 0 0 Adjusted Cost Parameter 0 157,500 213,750 230,625 0 000
Credit Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Credit Parameter ‐ low rise 0 9,713 13,181 14,222 0000 Parameter Adjustment ‐ mid rise 00000000 Parameter Adjustment ‐ high rise 0 0 0 0 0 0 0 0 Adjusted Credit Parameter 0 9,713 13,181 14,222 0000
Northern Virginia Beltway (Rehab costs $15,000‐$50,000)
Cost Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 0 0 0 0 000 Parameter Adjustment ‐ mid rise 0 0 0 0 0 0 0 Parameter Adjustment ‐ high rise 0000 000 Adjusted Cost Parameter 0000 0 0 0
Credit Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 0 0 000 0 0 Parameter Adjustment ‐ mid rise 0 0 0 0 0 0 0 Parameter Adjustment ‐ high rise 0 00000 0 Adjusted Cost Parameter 0000 0 00
Cost Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Cost Parameter ‐ low rise 0 157,500 213,750 230,625 0000 Parameter Adjustment ‐ mid rise 0 0000000 Parameter Adjustment ‐ high rise 00000000 Adjusted Cost Parameter 0 157,500 213,750 230,625 0 0 00
Credit Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Cost Parameter ‐ low rise 0 9,713 13,181 14,222 0 0 0 0 Parameter Adjustment ‐ mid rise 000 0 0 0 00 Parameter Adjustment ‐ high rise 00000 000 Adjusted Cost Parameter 0 9,713 13,181 14,222 0 000
Allocation - Royal Arms - Reservation App E-U-R, printed 52 2018 Low‐Income Housing Tax Credit Application For Reservation
$/SF = $160.34 Credits/SF = 5.198493 Const $/unit = $54,277.47
TYPE OF PROJECT GENERAL = 11000; ELDERLY = 12000 11000 LOCATION Inner‐NVA=100; Outer‐NV=200; NWNC=300; Rich=400; Tid=500; Balance=600 300 300 TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(35,000+)=3; REHAB*(10,000‐35,000)=4 3 3 *REHABS LOCATED IN BELTWAY ($10,000‐$50,000) See Below GENERAL Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST AVG UNIT SIZE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NUMBER OF UNITS 0000000
PARAMETER‐(COSTS=>35,000) 0000000 PARAMETER‐(COSTS<35,000) 0000000
PARAMETER‐(COSTS=>50,000) 0000000 PARAMETER‐(COSTS<50,000) 0000000
COST PARAMETER0000000 PROJECT COST PER UNIT0000000
PARAMETER‐(CREDITS=>35,000) 0000000 PARAMETER‐(CREDITS<35,000) 0000000
PARAMETER‐(CREDITS=>50,000) 0000000 PARAMETER‐(CREDITS<50,000) 0000000
CREDIT PARAMETER0000000 PROJECT CREDIT PER UNIT0000000
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
GENERAL EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH AVG UNIT SIZE 0.00 818.37 966.37 1,175.37 0.00 0.00 0.00 0.00 NUMBER OF UNITS 03672360000
PARAMETER‐(COSTS=>35,000) 0 157,500 213,750 230,625 0000 PARAMETER‐(COSTS<35,000) 00000000
PARAMETER‐(COSTS=>50,000) 0 157,500 213,750 230,625 0000 PARAMETER‐(COSTS<50,000) 00000000
COST PARAMETER 0 157,500 213,750 230,625 0000 PROJECT COST PER UNIT 0 131,214 154,944 188,454 0000
PARAMETER‐(CREDITS=>35,000) 0 9,713 13,181 14,222 0000 PARAMETER‐(CREDITS<35,000) 00000000
PARAMETER‐(CREDITS=>50,000) 0 9,713 13,181 14,222 0000 PARAMETER‐(CREDITS<50,000) 00000000
CREDIT PARAMETER09,71313,18114,2220000 PROJECT CREDIT PER UNIT04,2545,0246,1100000
COST PER UNIT POINTS 0.00 4.17 13.76 4.57 0.00 0.00 0.00 0.00 CREDIT PER UNIT POINTS 0.00 28.10 61.89 28.52 0.00 0.00 0.00 0.00
TOTAL COST PER UNIT POINTS 22.50
TOTAL CREDIT PER UNIT POINTS 118.51
Allocation - Royal Arms - Reservation App E-U-R TE Bond, printed 53 Cost Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 0 0 0000 0 Parameter Adjustment ‐ mid rise 0 0 0 0 0 00 Parameter Adjustment ‐ high rise 000 000 0 Adjusted Cost Parameter 0 0 0 000 0
Credit Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Credit Parameter ‐ low rise 0 0 000 00 Parameter Adjustment ‐ mid rise 0 0 000 0 0 Parameter Adjustment ‐ high rise 0 00000 0 Adjusted Credit Parameter 0 0 0 0000
Cost Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Parameter ‐ low rise 0 157,500 213,750 230,625 0 0 0 0 Parameter Adjustment ‐ mid rise 0 000 0 0 00 Parameter Adjustment ‐ high rise 0 00000 0 0 Adjusted Cost Parameter 0 157,500 213,750 230,625 0 0 0 0
Credit Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Credit Parameter ‐ low rise 0 9,713 13,181 14,222 0 0 0 0 Parameter Adjustment ‐ mid rise 0 0 0 0 000 0 Parameter Adjustment ‐ high rise 0 0 000 0 0 0 Adjusted Credit Parameter 0 9,713 13,181 14,222 0 0 0 0
Northern Virginia Beltway (Rehab costs $10,000‐$50,000)
Cost Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 0 0 0 0 0 0 0 Parameter Adjustment ‐ mid rise 0 000000 Parameter Adjustment ‐ high rise 0 0000 0 0 Adjusted Cost Parameter 0000000
Credit Parameters ‐ Elderly Supportive Hsg EFF‐E 1 BR‐E 2 BR‐E EFF‐E‐1 ST 1 BR‐E‐1 ST 2 BR‐E‐1 ST Standard Cost Parameter ‐ low rise 000000 0 Parameter Adjustment ‐ mid rise 0000 0 0 0 Parameter Adjustment ‐ high rise 00000 0 0 Adjusted Cost Parameter 0000000
Cost Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Cost Parameter ‐ low rise 0157,500 213,750 230,625 0 0 0 0 Parameter Adjustment ‐ mid rise 000 0 0 0 00 Parameter Adjustment ‐ high rise 0000 0 0 0 0 Adjusted Cost Parameter 0 157,500 213,750 230,625 000 0
Credit Parameters ‐ General EFF‐G 1 BR‐G 2 BR‐G 3 BR‐G 4 BR‐G 2 BR‐TH 3 BR‐TH 4 BR‐TH Standard Cost Parameter ‐ low rise 0 9,713 13,181 14,222 000 0 Parameter Adjustment ‐ mid rise 000 0 000 0 Parameter Adjustment ‐ high rise 0 0 0 0 0 0 00 Adjusted Cost Parameter 0 9,713 13,181 14,222 0 0 0 0
Allocation - Royal Arms - Reservation App E-U-R TE Bond, printed 54 A.1
Revitalization Area Documentation
Not-Applicable
2018 This deal does not require information behind this tab. A.2
Location Map
2018
Royal Arms Apartments * 401 East Criser Road * Front Royal, Virginia
Gill Group Page 31 Royal Arms Apartments * 401 East Criser Road * Front Royal, Virginia
Gill Group Page 38 Royal Arms Apartments * 401 East Criser Road * Front Royal, Virginia
Gill Group Page 30 Royal Arms Apartments * 401 East Criser Road * Front Royal, Virginia
Neighborhood Map
Gill Group Page 35 Royal Arms Apartments * 401 East Criser Road * Front Royal, Virginia
Subject Map
Gill Group Page 41 A.3
Surveyor’s Certification of Proximity to Transportation
2018 rev7/18 TM
ROYAL TROLLEY TM ROYAL How to Ride the Trolley: TROLLEY Rules of Riding: n For the safety of all passengers, stand at designated bus Front Royal, Virginia TM stop locations whenever possible. n Smoking, profanity, and eating and drinking are ROYAL prohibited. n Allow a few minutes for delays in scheduled arrival times. n NO animals, except service animals, permitted on n Please have EXACT fare ready when you board, drivers DO TROLLEY buses. NOT carry change. Front Royal, Virginia n NO standing in front of white or yellow line or in n In case of inclement weather, routes will operate if safely stairwells. possible. n Shirts and shoes are required for all passengers. n Check out local radio (95.3), social media and our website for service changes. You may also contact the customer n Drivers reserve the right to refuse service to anyone service phone number (540) 825-2456 not observing regulations or whose behavior is hazardous to passengers or vehicular safety. n Riders choosing to transport a bicycle can secure it on the rack in front of the bus before boarding. n Carry-on items are limited to what passengers can bring and take off the bus by themselves in one trip. n When using cell phones, please be considerate. Title VI Non-Discrimination n Headphones are required for portable music and gaming devices. Policy Statement Virginia Regional Transit (VRT) operates the Royal Trolley n Seat belts are available and recommended, for your Service on behalf of the town, and is committed to ensuring safety. that no person is excluded from participation in, or denied the benefits of, or be subject to discrimination in the receipt of its services or programs on the basis of race, color or Fares: national origin or any other characteristics protected by law, 50¢ each way. including Title VI of the Civil Rights Act of 1964, as amended. SERVICES THE Further, under the Americans with Disabilities Act (ADA) of Children 12 years of age and under, when accompanied 1990, no entity shall discriminate against an individual with by an adult, ride free. physical or mental disability in connection with the provision Front Royal of transportation service. AREA To obtain more information on VRT’s nondiscrimination obligations ADA Compliant Service: or to file a Title VI complaint, contact Bruce Simms, CEO, VRT, 109 Monday - Friday with Eligible certified riders are encouraged to make N. Bailey Lane, Purcellville, VA 20132 by mail, phone (540) 338- Alternate Saturday/Sunday Service reservations for the ADA compliant deviated fixed 1610 or email [email protected] route service on the prior day, and up to two weeks in A complaint may be filed directly with the Federal Transit Customer Service Phone Number: advance by calling the customer service phone number. Administration at: The Office of Civil Rights, Attention: Title VI (540) 825-2456 Program Coordinator, East Building, 5th Floor-TCR, 1200 New 540-825-2456 Jersey Ave., SE, Washington, D.C. 20590. www.vatransit.org A complaint may be filed no later than 180 calendar days after the date of the alleged discrimination. TM MONDAY-FRIDAY SOUTH LOOP County Connector Target/Walmart 19 Family Dollar Distribution
1 Visitors Center 8:30 9:30 10:30 11:30 1:00 2:00 3:00 4:00 Fairground Road Route 522 Route $1 Fare 2 Skate Park 8:35 9:35 10:35 11:35 1:05 2:05 3:05 4:05 Each Way 3 Kerfoot and Brown Ave. 8:37 9:37 10:37 11:37 1:07 2:07 3:07 4:07 TM RSW
e v Regional i 4 r NW Community Services 8:39 9:39 10:39 11:39 1:09 2:09 3:09 4:09 Jail D h ug 5 Samuels Library/Royal Arms 8:42 9:42 10:42 11:42 1:12 2:12 3:12 4:12 Ba
5B Appalachian Trail Crossing 9:45* 2:20* ROUTES SERVED Interbake 15th Street Foods 6 Gateway Plaza 8:44 9:50 10:44 11:44 1:14 2:14 3:14 4:14 15th Street ROYAL Shadows Dr. / 50¢ Fare 15 ev A h a o d n a nehS TROLLEY Hospitality Dr. 7 Royal Plaza/Rural King 8:48 9:53 10:48 11:48 1:18 2:18 3:18 4:18 Call For More Information Lord Fairfax C.C. 14th Street 1-540-825-2456 Toray Drive Each Way 8 South St./Pine 8:54 9:55 10:54 11:54 1:24 2:24 3:24 4:24 16 13th Street Monroe Ave. 9 Court House 9:55 9:57 10:55 11:55 1:25 2:25 3:25 4:25 12th Street 10 Valley Health/Laura Va. Hale 8:57 9:59 10:57 11:57 1:27 2:27 3:27 4:27 11th Street 11th Street Reliance Road Need more 1 Visitors Center 9:00 10:00 11:00 12:00 1:30 2:30 3:30 4:30 land Rd Kendrick 13 Rock . information? * 5B Service only available 5/1 - 7/31 Warren Street Royal 12 Axalta Call us at Memorial 14 Hospital (540) 825-2456 MONDAY-FRIDAY NORTH LOOP 8th Street Route 66 to 81 1 Visitors Center 9:00 10:00 11:00 12:00 1:30 2:30 3:30 4:30 SCHEDULE Route 340/522 11 Warren Co. Gov’t Center 9:01 10:01 11:01 12:01 1:31 2:31 3:31 4:31 Warren County INTERRUPTIONS Target 12 Fantasy Land Playground 9:03 10:03 11:03 12:03 1:33 2:33 3:33 4:33 Community Center 17 6th Street When inclement Randolph 5th Street Valley Health Urgent Care weather or other 13 Warren Memorial Hospital 9:05 10:05 11:05 12:05 1:35 2:35 3:35 4:35 Skate Walmart Park Macon 4th Street 14 Mountain Oaks Apts. 9:09 10:09 11:09 12:09 1:39 2:39 3:39 4:39 circumstances cause .evA alliV 2 Academy 15 Warren County an interruption of Health Department/DSS 9:11 10:11 11:11 12:11 1:41 2:41 3:41 4:41 18 C 11 o 3rd St. mm N. Royal Ave. Goverment Center service, Public Service 16 Chester St. e Family Store/Monroe Ave. 9:16 10:16 11:16 12:16 1:46 2:46 3:46 4:46 r c e announcements Av 17 Warren County Comm. Cntr. 9:18 10:18 11:18 12:18 1:48 2:48 3:48 4:48 e will be broadcast on: W. Main Street . 18 Randolph Macon Academy 9:22 10:22 11:22 12:22 1:52 2:52 3:52 4:52 KFTR (1450 AM) Visitors 1 Visitors Center 9:25 10:25 11:25 12:25 1:55 2:55 3:55 4:55 10 WZRV (95.3 FM) 1 Center Daily Service to: Shop ‘n Save, Martin’s, CVS Pharmacy, Downtown
S. Royal Ave. Royal S. 9 ACCESSIBLE Front Royal, Warren Memorial Hospital & Randolph Macon Academy E. Main St. 3 Kerfoot & Brown Ave. Front Street 14th St. SATURDAY SERVICE SUNDAY SERVICE 15 www.vatransit.org 18 RMA Circle 1:00 1:30 2:00 2:30 3:00 3:30 4:00 4:30 5:00 5:30 18 RMA Circle 1:00 2:00 3:00 4:00 5:00 6:00 11th St.
Subway 1:03 1:33 2:03 2:33 3:03 3:33 4:03 4:33 5:03 5:33 Subway 1:03 2:03 3:03 4:03 5:03 Community 8 Ave. Shenandoah N. Services 14 Kendrick Ln Royal Theatre 1:07 1:37 2:07 2:37 3:07 3:37 4:07 4:37 5:07 5:37 Royal Theatre 1:08 2:08 3:08 4:08 5:08 4 South Street DIRECT CONNECTION John Marshall Hwy WITH THE COUNTY 1 Visitors Center 1:08 1:38 2:08 2:38 3:08 3:38 4:08 4:38 5:08 5:38 1 Visitors Center 1:14 2:14 3:14 4:14 5:14 Royal Plaza/ 7 Ave. Commerce CONNECTOR ROUTE Bowling Alley 1:14 1:44 2:14 2:44 3:14 3:44 4:14 4:44 5:14 5:44 Bowling Alley 1:16 2:16 3:16 4:16 5:16 Rural King APPALACHIAN TRAIL (A.T.) CROSSING 5B A.T. Crossing 2:20* 5:20* 5B A.T. Crossing 2:20* 5:20* E. Criser Rd. 6 Gateway
Plaza Royal Avenue Service only available 6 Gateway Plaza 1:16 1:46 2:16 2:46 3:16 3:46 4:16 4:46 5:16 5:46 6 Gateway Plaza 1:18 2:18 3:18 4:18 5:18 * 5/1 - 7/31 7 Royal Plaza 1:22 1:52 2:22 2:52 3:22 3:52 4:22 4:52 5:22 5:52 7 Royal Plaza 1:22 2:22 3:22 4:22 5:22 Samuels Public Library/ 5 225 etuoR Royal Arms Apts Royal Theatre 1:26 1:56 2:26 2:56 3:26 3:56 4:26 4:56 5:26 5:56 19 Target/Walmart 1:40 2:40 3:40 4:40 5:40 South Street 7 18 RMA Circle 1:30 2:00 2:30 3:00 3:30 4:00 4:30 5:00 5:30 6:00 18 RMA Circle 2:00 3:00 4:00 5:00 6:00 Sunday Service to: Randolph Macon Academy, 5B = Courtesy stops only Target, Walmart & Valley Health Times and locations may change without notice B
Partnership Agreement or Operating Agreement (Mandatory)
Include ownership structure chart (org chart) w/ % of interests
2018 Royal Arms Community Partners, LP Royal Arms Community Partners, LP Mortgagor EIN: 83-1982104 VA formed
Royal Arms GP, LLC General Partner - .01% WNC Housing, LP EIN: 61-1901658 WNC Holding, LLC CA Formed / VA Qualified 0.01% Special Limited Partner 99.98% Limited Partner WNC – Royal Arms GP, LLC 70% Hampstead Royal Arms, LLC Managing General Partner 30% EIN: 38-4093020 Non-Managing Member CA Formed / VA Qualified EIN: TBD DE Formed / VA Qualified WNC Development Partners, LLC 100% Sole Member EIN: 20-2597930 The Hampstead Group, LLC Hampstead Development Partners, LLC 50% Member 50% Member
Cooper Living Trust – 50% Member Wilfred N. Cooper, Jr. – Grantor Jennifer Elder Cooper - Grantor Cooper Revocable Trust – 1% Member Wilfred N. Cooper Sr. – Grantor See Detail Below See Detail Below (Next Page) Kay L. Cooper - Grantor (Next Page) Wilfred N. Cooper, Jr. Trust – 24.5% member Wilfred N. Cooper – Grantor Wilfred N. Cooper, Jr. Trust – 24.5% member Kay L. Cooper - Grantor Royal Arms Community Partners, LP November 7
November 7
144
7th November
OPERATING AGREEMENT OF HAMPSTEAD ROYAL ARMS, LLC
THIS OPERATING AGREEMENT (the “Agreement”) dated October ___, 2018 is executed by THE HAMPSTEAD GROUP, LLC, a Delaware limited liability company, and HAMPSTEAD DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company (each of the parties hereto is hereinafter referred to as a “Member” and collectively, as “Members”).
RECITALS:
A. The parties hereto hereby form Hampstead Royal Arms, LLC (the “Company”) as a limited liability company pursuant the provisions of the Delaware Limited Liability Company Act (the “Act”).
B. The parties hereto desire to enter into this Agreement in order to govern the affairs of the Company and set forth their rights, obligations and understandings with respect to the Company.
SECTION I. FORMATION OF THE LIMITED LIABILITY COMPANY
1.1 Name. The name of the Company is Hampstead Royal Arms, LLC.
1.2 Place of Business. The Company’s principal office and place of business will be c/o The Hampstead Group, Inc., 7514 Wisconsin Avenue, Suite 350, Bethesda, Maryland 20814. The principal place of business may be changed from time to time, and other offices may be established by actions taken in accordance with the provisions of this Agreement that govern management of the Company’s business and affairs.
1.3 Qualification. The Members shall use reasonable commercial efforts to cause the Company to qualify to do business in any jurisdiction as may be required.
1.4 Term. The Company was created on the date the Certificate of Formation was filed with the Secretary of State Division of Corporations of the State of Delaware, and will continue until the Company is terminated as provided in this Agreement or by applicable law.
1.5 Certificate of Formation. The Certificate of Formation, and the filing thereof with the Secretary of State of the State of Delaware on August 22, 2018, are hereby ratified and approved.
1.6 Business Purpose. The Company will not engage in any other business or activity without the prior written consent of all the Members. The Company will not engage in any other business or activity without the prior written consent of all the Members.
1.7 Powers. The Company is empowered to do any and all things necessary, appropriate, convenient and permitted by law for the furtherance and accomplishment of its purposes, and for the protection and benefit of the Company and its properties, including but not
1 limited to the following: (a) Taking any action necessary or advisable with respect to the Company’s assets and properties; (b) Entering into and performing contracts of any kind; (c) Renting, leasing, acquiring, operating, managing, developing, holding, exchanging or otherwise disposing of any property, real, personal or mixed, or interests in Royal Arms Community Partners, LP, a California limited partnership; (d) Borrowing money and issuing evidences of indebtedness, and securing any such indebtedness by mortgage, deed of trust, pledge, lien, or other security interest in or on any properties or assets of the Company; (e) Applying for and obtaining governmental authorizations and approvals; (f) Bringing and defending actions at law or equity; (g) Opening and maintaining bank accounts in the Company’s name; (h) Employing persons in the operation and management of the business of the Company including, without limitation, attorneys, accountants, mortgage bankers, management and leasing agents, insurance brokers, real estate brokers, engineers, architects, contractors and consultants; (i) Making any and all reasonable expenditures which the Members deem necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all operating costs, and other related expenses incurred in connection with the organization and operation of the Company and the Members shall insure that operating costs and such related expenses are timely paid or provision for the payment thereof is timely undertaken; and (j) Engaging in any kind of lawful activity, and perform and carry out contracts of any kind, necessary or advisable in connection with the accomplishment of the purposes of the Company.
1.8 Address and Agent for Service. The Company’s address for service of process shall be as set forth in the Certificate of Formation.
1.8 Majority. “Majority” shall mean greater than 50% of the voting Interests of the Company.
SECTION II. CAPITAL CONTRIBUTIONS
2.1 Capital Contributions. Each of the Members has contributed to the capital of the Company, in cash and other property, as described in Schedule 1 to this Agreement, as an initial capital contribution. No Member shall be obligated to make any additional contribution to the Company’s capital without the prior unanimous written consent of the Members.
2.2 Withdrawals of Capital. No Member shall withdraw his capital contribution from the Company, and all distributions shall be made only as set forth herein.
2.3 No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.
2.4 Capital Contributions. For the purposes of this Agreement, the term “capital contributions” shall mean all sums contributed by the Members, respectively, to the Company, from time to time, as distinct from loans to the Company.
2.5 Capital Accounts. A capital account shall be maintained for each Member. Each Member’s capital account shall be determined and maintained throughout the term of the company
2 in accordance with the requirements of Section 704(b) of the Internal Revenue Code of 1986, or its counterpart in any subsequently enacted Internal Revenue Code of 1986, as amended (the “Code”), and any of the U.S. Department of the Treasury Regulations (the “Regulations”) promulgated from time to time thereunder. Such capital account shall be credited with each capital contribution made by the Member and all income allocated to the Member, and shall be debited with each distribution made to the Member and all losses allocated to the Member.
2.6 Banking. All funds of the Company will be deposited in a separate bank account or in an account or accounts of a banking institution in the name of the Company as determined by the Managing Member. Company funds will be invested or deposited with any institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government.
2.7 Loans and Advances. In the event that at any time the Company must raise required additional funds in excess of capital contributions, then the Managing Member, acting for and on behalf of and in the name of the Company, may cause the Company to borrow such required additional funds, at then prevailing interest rates, from commercial banks, savings and loan associations and/or other lending institutions. In the event the Company is unable to borrow such required additional funds, one or more of the Members may elect to loan such funds to the Company. Any such loan by a Member shall not increase such Member’s capital contribution and shall not entitle such Member to any increase in its share of the distributions of the Company. The amount of any such loan shall be an obligation of the Company and shall bear interest at the Prime Rate, and the principal balance of such loan shall be repaid to such Member out of Distributable Cash in accordance with the provisions of Section III hereof.
SECTION III. DISTRIBUTIONS TO MEMBERS
3.1 Distributable Cash. The amount of cash available for distribution to the Members (“Distributable Cash”) as of the end of each calendar year of the Company shall be determined by the Managing Member, on or before one hundred fifty (150) days after the end of such calendar year, by deducting from total cash receipts of the Company for such calendar year, or from time to time as determined by the Managing Member, the total of: (i) all capital transactions (proceeds from a sale, transfer assignment or exchange of Company property, a finance or refinance of Company property or any entity in which the Company has a direct or indirect interest, or other similar transactions which, in accordance with generally accepted accounting principles, are treated as capital transactions), (ii) all cash payments, to the extent such payments exceeded cash on hand at the beginning of such year and (iii) additional cash amounts reasonably necessary to be set aside as reserves for future payments and expenses. Distributable Cash shall be distributed to the Members in proportion to the ownership interests set forth on Schedule 1 attached hereto.
3.2 Distributions to Members. Distributable Cash shall be distributed to the Members at the discretion of the Managing Member. Distributions in liquidation of the Company or in liquidation of a Member’s Interest shall be made in accordance with the positive capital account balances pursuant to Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Regulation 1.704.1(b)(2)(ii)(d).
3 3.3 Withholding at Source. Notwithstanding the provisions of Sections 3.2 hereof, if, under the Code, the Company is required to withhold sums which would otherwise be distributed to certain Members deemed to be “foreign persons”, and to pay the same, as more fully set forth in the Code, any distribution under Sections 3.2 shall be subject to, and where applicable reduced by, such withholding by the Company, further subject to any applicable tax treaties.
3.4 No Right to Demand Return of Capital. No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company. Except as specifically provided in this Agreement, neither the Managing Member nor any Member shall be personally liable or responsible for the return or repayment of all or any portion of the capital contribution of any Member or any loan made by any Member to the Company, it being expressly understood that any such return of capital or repayment of any loan shall be made solely from the assets (which shall not include any right of contribution from any Member) of the Company.
SECTION IV. ALLOCATION OF INCOME AND LOSSES
Income and losses shall be allocated among the Members as follows:
(a) Income shall be allocated in the same manner as distributions are actually made pursuant to Section 3.2 hereof, or if income exceeds actual distributions, such excess shall be allocated in proportion to the Interests of the Members.
(b) Losses (including, without limitation, depreciation) shall be allocated to the Members in proportion to their capital contributions until same have been reduced to zero, and thereafter shall be allocated in proportion to the Interests of the Members.
(c) For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s relative capital interest in the Company as set forth in Schedule 1 as amended from time to time in accordance with Regulation 1.704-1.
SECTION V. ACCOUNTING
5.1 Fiscal Year of Company. The fiscal year and the taxable year of the Company shall be the calendar year.
5.2 Accounting Method. The Company shall adopt the cash basis method of accounting.
5.3 Records and Reports. The Company shall maintain such books and records as are necessary for general accounting and tax purposes and the purposes of this Agreement.
5.4 Inspection of Company Records and Disclosure. Each Member shall have the right to obtain from the Company upon reasonable notice during normal business hours, at the requesting Member’s expense, the following: (a) true and full information regarding the status of the business and financial condition of the Company, including, without limitation, monthly reports prepared by the Managing Member; (b) promptly after becoming available, a copy of the
4 Company’s Federal, state, and local income tax returns for each fiscal year; (c) copies of all formation documents of the Company; (d) information regarding contributions from, and distributions to, each Member; and (e) other information regarding the affairs of the Company as is reasonably available. All of such information shall be kept as confidential, except only as disclosure to third parties is required by law.
5.5 Tax Matters. The Company shall file as a partnership for Federal and Delaware income tax purposes and shall be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code. The Members shall make all applicable elections, determinations and other tax decisions for the Company relating to Federal, state or local tax matters, including, without limitation, the positions to be taken on the Company’s tax returns and the settlement or further contest and litigation of any audit matters raised by the Internal Revenue Service or any other taxing authority.
5.6 Partnership Representative. All Members hereby acknowledge and agree that Brad Adams shall be “Partnership Representative” pursuant to the Code in connection with any audit of the federal income tax returns of the Company. The Partnership Representative shall keep the Members advised of any dispute the Company may have with any federal, state or Local taxing authority. The Partnership Representative shall consult with the Members regarding the nature and content of all action and defense to be taken by the Company in response to any proceeding for that period (including, but not limited to, (x) providing the other members with copies of all correspondence received from the Internal Revenue Service (“IRS”); (y) providing the other Member with copies of all drafts of correspondence from the Partnership Representatives to the IRS and the other Members shall have a reasonable opportunity to comment on such drafts and (z) considering in good faith any suggestions from the other Members regarding such proceedings. The Company may engage accountants and legal counsel to assist the Partnership Representative in discharging its duties hereunder. If the Partnership Representative withdraws from the Company, the Members shall designate a successor Partnership Representative in accordance with Regulation Section 301.6231 (a)(7)-1 or any successor regulation. The successor Partnership Representative shall notify the IRS of its designation as such for such year as well as for all prior years that the withdrawn Partnership Representative was serving as Partnership Representative.
Notwithstanding the foregoing, to the maximum extent permitted by the Code and related regulations, the Partnership Representative agrees not to take any of the following actions without the Consent of the Members:
(a) Enter into any agreement with the IRS to extend the period for assessing any tax that is attributable to any “partnership item” or “affected item” as those terms are defined in Section 6231 of the Code; (b) Settle any audit with the IRS concerning the adjustment of any Company item; (c) Commence or settle any tax court case or other judicial or administrative proceeding; (d) File a request for an administrative adjustment with the IRS or file a petition for judicial review with respect to such administrative adjustment; (e) Intervene in any action brought by the other Members for judicial review of a final adjustment with the IRS; or
5 (f) Consent, to the extent its consent is required or requested by an entity in which the Company is a member of, to the taking by such entity of any of the actions described in the above clauses (a) through (e). The Members will have the right at any time to designate a Member or Affiliate as Partnership Representative of the Company in place of Brad Adams upon notice to Brad Adams, upon which Brad Adams shall cease to have any rights as Partnership Representative.
5.7 Section 754 Election. In the event of a transfer of all or part of the Interest of a Member in the Company, at the request of such Member, the Members shall cause the Company to elect, pursuant to Section 754 of the Code, or the corresponding provisions of subsequent law, to adjust the basis of Company property as provided in Section 734 and 743 of the Code.
5.8 Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company’s business.
SECTION VI. MEMBERSHIP INTERESTS AND MANAGEMENT
6.1 Interests. The Members, their addresses, capital contributions and percentages of interest (“Interest”) of each Member in the Company are as set forth in Schedule 1.
6.2 Authority of Members. Hampstead Development Partners, LLC shall be the managing member of the Company (the “Managing Member”). Except as otherwise provided in this Section or Section 6.6, the Managing Member shall have the exclusive authority to manage the operations and affairs of the Company and to make all decisions regarding the Company and its business. Subject to Section 6.6, any action approved by the Managing Member will constitute the act of and serve to bind the Company. The signature of a person authorized by the Managing Member is sufficient to bind the Company with respect to the matter or matters so approved. No member, without the written approval of Managing Member, may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to do so and all statements of the Company filed or recorded by the Members or by the Company, if possible, must so state. The Managing Member will not be required to hold meetings to make management decisions but may do so if and as desired and appropriate, as provided by Section 6.7.
6.3 Decisions by Members.
6.3.1 Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.
6.3.2 Notwithstanding anything to the contrary set forth in this Agreement, in the event that a dispute shall arise over any matter requiring the Majority approval of the Members and the Members are unable to resolve such dispute within thirty (30) days after written notice from either Member that such dispute exists, then either Member may, at his option, cause a sale of his Membership Interest in accordance with, and subject to, the following terms and conditions:
6 (A) FIRST, the Members must submit the dispute to mediation. The Members must jointly file a request for mediation to the American Arbitration Association. The Members shall share in the payment of the mediator’s fee and any filing fees in accordance with their respective Member Interest in the Company. If mediation has not resulted in an acceptable resolution for the Members within sixty (60) days of filing such request or such longer time as agreed to in writing by all Members (the “Mediation Period”), then the Members may take the action required under Section 6.3.2 (B) below.
(B) SECOND, after the Mediation Period has concluded without resolution of the dispute, any Member may issue a “buy out or be bought out” offer (the “Buyout/Sell Offer”) to the other Member(s). In this case, any Member can be Party A. Party A can submit a (i) buyout amount, which is the amount it is willing to pay to buy out all of the other Members’ Interests in the Company, and (ii) sell amount, which is the amount for which it is willing to sell its Interest to the other Member(s). The Members acknowledge that the buyout amount and the sell amount contained in the Buyout/Sell Offer shall be equal. Any of the Members have the power to decide whether to buy out Party A, or to be bought out by Party A. The Buyout/Sell Offer must be delivered by certified, registered mail via the U.S. Postal Service or through a commercial overnight delivery service. The first party to submit a Buyout/Sell Offer shall have established the prevailing “buy out or be bought out” amount, unless a different amount is agreed to by the Members. In addition to the buyout amount, the withdrawing Member shall be reimbursed for any unreimbursed money it has paid towards earnest money deposits, predevelopment costs or other project advances, at the time of the Member’s withdrawal from the Company and upon provision of proper expense or payment documentation to support such reimbursement. To the extent that removal of a Member or guarantor is required to be approved by an investor or lender of the Company, the buyout will be subject to such third party approval(s). If thirty (30) days after the end of the Mediation Period, no Member submits a Buyout/Sell Offer, then the Members may take the action required under Section 6.3.2 (C) below.
(C) THIRD, if thirty (30) days after the end of the Mediation Period, no Member submits a Buyout/Sell Offer, then the Members shall agree that the issue shall be resolved by arbitration. The Members shall jointly file a demand for arbitration with the American Arbitration Association. The Members shall share in the payment of the arbitrator’s fee and any filing fees in accordance with their respective Member Interest in the Company. The results of the arbitration shall be final and binding.
6.4 Withdrawal by a Member. A Member has no power to withdraw from the Company, except as otherwise provided in Section VII.
6.5 Duties; Other Activities; Affiliates.
(a) The duties of each Member to the Company include, without limitation, the
7 duties of loyalty and confidentiality to the Company and other common-law or statutory duties that a director of a corporation or a managing director of a partnership would have to their respective enterprises.
(b) No Member will be required to manage the Company as its sole and exclusive function and each of the Members may have other business interests and may engage in other activities in addition to those relating to the Company, including the making or management of other investments. Each Member recognizes that the Managing Member and each other Member has or may have an interest in investing in, operating, transferring, leasing, and otherwise using property of various kinds and interests therein for profit, and engaging in any and all activities related or incidental thereto and that each will make other investments consistent with such interests. Neither the Company nor any Member by virtue of this Agreement or any relationship created hereby will have any right in or to any other ventures or activities in which any other Member is involved or to the income or proceeds derived therefrom, and the pursuit of other ventures and activities by each Member is hereby consented to by each Member and will not be deemed wrongful or improper. Except as otherwise provided in this Agreement, neither any Member nor any Affiliate of a Member will be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and each Member and each Affiliate of a Member will have the right to take for their own account, or to recommend to others, any such particular investment opportunity.
(c) “Affiliate(s)” or “Affiliate(s) of a Member” means, with respect to any Person: (a) another Person directly or indirectly controlling, controlled by, or under common control with such Person; (b) another Person owning or controlling 25% or more of the outstanding voting securities or beneficial interests of such Person; (c) an officer, director, limited liability company manager, or general partner of such Person; or (d) a member of the immediate family of such Person, or a member of the immediate family of an officer, director, limited liability company manager or general partner of such Person. “Person” means and includes an individual or any Entity. “Entity” means any corporation, partnership, joint venture or enterprise, limited liability company, unincorporated association, governmental entity or body, trust, estate, or other entity or organization.
6.6 Certain Decisions. Except as otherwise provided below in this section, decisions of the Members shall be made by a Majority of the Interests of all Members, as provided in Section 6.3. The following matters require the unanimous consent of the Members:
(a) A substantial change in the purposes of the nature of the business of the Company;
8 (b) The admission or withdrawal of Members or a change in their Interests in any manner other than in accordance with this Agreement;
(c) Any amendment to this Agreement;
(d) A change in the Managing Member of the Company; and
(e) Changes in tax elections and accounting policies of the Company that materially affect the capital accounts of the Members or their Interests.
6.7 Meetings and Consents of Members. Actions of Members may be taken at meetings, by written consent of all Members, or otherwise as determined by a Majority of the Interests of the Members. If action is taken at a meeting, an appropriate record of the action taken shall be made and retained in the Company's records. If the action is by written consent, executed copies shall be maintained in the Company's records. Meetings of Members may be called by any Member. Reasonable notice shall be given to each Member of any meeting of Members. Notice is reasonable if it specifies briefly the nature of the matters to be presented at the meeting, and is sent or delivered in a manner that in the ordinary course of business would be received by each Member not less than five (5) business days before the day of the meeting. Members may participate in meetings by telephone, or by written proxy.
6.8 Exculpation. No act or omission of the Managing Member, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall subject the Managing Member acting or failing to act to any liability to the Members.
6.9 Records at Principal Place of Business. The Company shall keep at its principal place of business the following:
(a) A current list in alphabetical order of the full name and last known business or residence street address of each Member of the Company, together with the contribution and share in profits and losses of each Member;
(b) A copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any certificates of amendments has been executed;
(c) Copies of the Company's federal, state, and local income tax returns and reports, if any, for the five most recent years;
(d) A copy of this Agreement;
(e) Copies of any financial statements of the Company for the five most recent years; and
9 (f) The books and records of the Company as they relate to its internal affairs for at least the current and past two fiscal years.
6.10 Salary. No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority of the Interests of the Members. Except as otherwise set forth in this Agreement, the Members shall be fully and entirely reimbursed by the Company for any and all direct and indirect costs and expenses incurred in connection with the formation of the Company and the management and supervision of the Company’s business. With respect to any such reimbursement, such Member shall present the Company with such invoices as are necessary to substantiate such costs and expenses.
6.11 Officers. The Managing Member may designate one or more individuals as officers of the Company, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by the Managing Member. Any officer may be removed by the Managing Member at any time, with or without cause. Each officer shall hold office until his or her successor is elected and qualified. Any number of offices may be held by the same individual.
6.12 Indemnification. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he, she or it is or was a Member of the Company, Managing Member, Managing Member, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his, her or its conduct was unlawful; provided, however, that an indemnity under this Section 6.12 shall be paid solely out of and to the extent of Company assets and shall not be a personal obligation of any Member. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “Nolo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
SECTION VII. TRANSFERS OF INTERESTS; NEW MEMBERS
7.1 Restriction on Transfers of Interests by Members. Except as provided in this Section VII, a Member may not transfer all or any part of his Interest, or pledge, grant a security interest in, or otherwise encumber his Interest unless all Members consent in writing. In addition, no assignment, transfer, sale, exchange or other disposition of the Interest of a Member shall be made if such disposition would, in the opinion of the Members (i) cause the Company to be terminated for federal income tax purposes or to be treated as an association taxable as a corporation (rather than a limited liability company) for federal income tax purposes; (ii) violate the provisions of any federal or state securities laws; or (iii) violate the terms of (or result in a
10 default or acceleration under) any law, rule, regulation, agreement or commitment binding on the Company. Notwithstanding the foregoing restrictions, a Member may assign all or any portion of his Interest without the consent of the other Members to members of his Family during lifetime or at death. The term “Family” shall mean the spouse, children, and grandchildren of a Member, or any family partnership, trust, limited liability company or corporation composed solely of or owned beneficially by any of the foregoing individuals.
7.2 Right of First Refusal. Notwithstanding Section 7.1, a Member may transfer all or any part of the Member’s Interest in the Company as follows:
7.2.1 The Member desiring to transfer his, her or its Interest first must provide written notice (the “Notice”) to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the “Offer”).
7.2.2 For a period of thirty (30) days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the ownership Interests of those Members desiring to acquire the Interest.
7.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than forty-five (45) days after expiration of the thirty (30) day notice period.
7.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the thirty (30) day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 7.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not closed within six (6) months after the expiration of the thirty (30) day period describe above, then the provisions of Section 7.2 will again apply to the Interest proposed to be sold or conveyed.
7.2.5 Notwithstanding the foregoing provisions of Section 7.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the other Members of the Company in accordance with the provisions of Section 7.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the existence of the Company as a limited liability company.
7.3 Transfer. If a Member transfers its interest or any fraction thereof to another person in accordance with the provisions of this Section VII hereof, such person shall have the right to be substituted as a Member (the “Substituted Member”) to the extent of the interest so assigned, and shall become such upon the date of full compliance with the conditions set forth herein (the
11 “Transfer Date”).
7.4 Transfer to Non-Affiliate; Procedure for Transfer. No Member shall be enabled to transfer its interest or any fraction thereof to a party other than an Affiliate unless and until each of the following conditions has been satisfied: (a) the transferring Member and the Substitute Member shall have executed and delivered to the Company the documents and instruments of conveyance necessary, as appropriate in the opinion of counsel to the Company, to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; (b) the transferring Member shall have furnished to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members; (c) the parties to the transfer shall have paid all expenses reasonably incurred by the Company in connection with the transfer; (d) the transfer shall not constitute a violation of any applicable Federal or state securities laws; and (e) in no event shall any transfer be made to a minor or incompetent. Any purported transfer of a Member’s Interest or fraction thereof which is not in compliance with the preceding provisions is hereby deemed to be null and void and of no force and effect whatsoever.
7.5 Allocation of Profits and Losses. In the event of a transfer pursuant to this Section VII, all profits and losses of the Company for the entire fiscal year in which the transfer date occurs shall be allocated between the transferring Member and the Substituted Member according to the length of time during such fiscal year, as measured by the transfer date, that the transferred interest or fraction thereof was owned by each of such persons.
SECTION VIII. DISSOLUTION
8.1 Dissolution. On the dissolution of the Company under this Agreement or under applicable law, except as otherwise provided in this Agreement, the continuing operation of the Company’s business shall be confined to those activities reasonably necessary to wind up the Company’s affairs, discharge its obligations, and preserve and distribute its assets.
8.2 Events Causing Dissolution. The Company shall dissolve upon the happening of any of the following events: (a) the sale, exchange or other disposition of all or substantially all of the assets of the Company; (b) the entry of a decree or dissolution under applicable law; (c) the agreement of all of the Members; (d) the bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within one hundred twenty (120) days after the date of the event, elect to continue the business of the Company; and (e) the happening of any other event causing the dissolution of the Company under the Act, unless upon the occurrence of such event the Members elect, in accordance with the Act, to continue the existence and business of the Company.
8.3 Distribution on Winding Up. Upon the dissolution of the Company, its business shall be wound up and, except as otherwise provided herein, its properties liquidated, and the net proceeds of the liquidation, together with any property to be distributed in kind, shall be distributed as follows: (a) first, to the payment of the Company’s debts and obligations that are then due, including any loans or advances that may have been made by any of the Members (such debts and
12 obligations to creditors other than Members having priority over debts and obligations to Members) and the expenses of winding up and liquidation; and (b) second, to the Members as set forth in Section 3.2 hereof. Upon the complete liquidation and distribution of the assets of the Company, (i) the Members shall cease to be Members of the Company, (ii) the Members shall execute, acknowledge and cause to be filed all certificates and notices required by law to terminate the Company, (iii) the Members shall cause to be prepared, and shall furnish to each Member, a statement setting forth the assets and liabilities of the Company, and (iv) promptly following the complete liquidation and distribution of the assets of the Company, each Member shall be furnished a statement showing the manner in which the Company’s assets were liquidated and distributed
8.4 Default. If a Member fails to perform any of his obligations under this Agreement or violates any of the terms of this Agreement (an “Event of Default”), the other Members shall have the right (in addition to all of their other rights and remedies under this Agreement, at law or in equity) to give the Member notice of such default at any time prior to the curing of such default. Unless the Member cures such default within sixty (60) days after receipt of such notice, such Member shall be a “Defaulting Member” hereunder. If a Member is a Defaulting Member, the other Members may do one or more of the following, at the same or different times, in addition to all of their other rights and remedies: (a) bring any proceeding in the nature of specific performance, injunction or other equitable remedy, it being acknowledged by each of the Members that damages at law may be an inadequate remedy for an Event of Default under this Agreement; (b) institute an action by or on behalf of the other Members or the Company, individually or collectively, as may be permitted in order to recover damages, and the Defaulting Member shall be liable for all damages suffered by the Company and the other Members as a result of such default; and (c) require, by notice from such other Members to the Company, that any amount otherwise payable from the Company to the Defaulting Member shall be paid to the other Members in an amount equal to the amount owing from the Defaulting Member to the other members, or to the Company.
SECTION IX. CONVEYANCE
Upon the unanimous consent of the Members, any deed, bill of sale, mortgage, lease, contract of sale or other commitment purporting to convey or encumber the interest of the Company in all or any portion of any real or personal property at any time held in its name shall be signed on behalf of the Company by the Managing Member.
SECTION X. LIMITATION OF LIABILITY OF MEMBERS
Nothing in this Agreement shall be deemed or construed to impose on any Member the liability or any liability for debts, obligations or liabilities of the Company, except that a Member shall be liable for any unpaid portion of its capital contributions hereunder. The liability of each Member of the Company, if any, to third parties for obligations of the Company shall be limited to the fullest extent provided in the Act and other applicable law.
SECTION XI. POWER OF ATTORNEY
13 Each Member hereby appoints and constitutes the Managing Member as the Attorney-in- fact for such Member with power and authority to act in its name and on its behalf in the execution, acknowledgment and filing of the following: (a) any instrument which may be required to be filed by the Company under the laws of any state or by any governmental agency; (b) any documents which may be required to effect, in accordance with the terms of this Agreement, the continuation of the Company, the admission of an additional or a Substitute Member or the dissolution and termination of the Company; (c) all fictitious, assumed or trade names, certificates or affidavits required or permitted to be filed on behalf of the Company; and (d) all other instruments which may be required or permitted by law to be filed on behalf of the Company and which are not inconsistent with this Agreement.
SECTION XII. MISCELLANEOUS PROVISIONS
12.1 Company Debts, Obligations and Liabilities. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, employee or agent of the Company shall be obligated personally for any such debt, obligation or liability of the Company, or for any debt, obligation or liability of any other Member, employee or agent of the Company, by reason of being a Member, or acting as an employee or agent of the Company.
12.2 Amendments. Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members.
12.3 Notices. Any notice to any of the Members required or permitted under this Agreement shall be given only in writing and shall be deemed to have been duly given on the date of delivery if delivered personally, or on the first attempted date of delivery after mailing to the Member to whom notice is to be given, certified mail, return receipt requested, and addressed as the most recent address specified by written notice given to the sender by the addressee under this provision. Notices to the Company shall be similarly given, and addressed to it at its principal place of business.
12.4 Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by any other Member of his obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other Member of the same or any other obligation of such Member hereunder. Failure on the part of a Member to complain of any act or failure to act of any other Member or to declare such other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by such Member of his rights hereunder.
12.5 Additional Remedies. The rights and remedies of any Member hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, where the same is available, but nothing herein contained is intended to, nor shall it, limit or affect any other rights in equity or any rights at law or by statute or otherwise of any party aggrieved as against the other for breach or threatened breach of any provision hereof, it being the intention of this Section 12.5
14 to make clear the agreement of the Members that the respective rights and obligations of the Members hereunder shall be enforceable in equity as well as at law or otherwise.
12.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument and all of which together shall constitute one and the same instrument.
12.7 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.
12.8 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to conflicts of laws provisions.
12.9 Successors. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns.
12.10 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated and the parties shall use all reasonable efforts to replace the same with a provision of like effect which is enforceable.
12.11 Confidentiality. A confidential relationship is created by this Agreement. Each Member shall keep confidential, and not disclose to others, or take or use for his own purposes (except in connection with his rights and obligations under this Agreement) any trade secrets of other Members obtained pursuant to this Agreement or any trade secrets of other Members obtained from any reports or books and records maintained pursuant to this Agreement.
12.12 Entire Agreement. This instrument and Schedule 1 contain the entire agreement of the Members relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by all of the Members.
12.13 Further Assurances. Each Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do all such other acts and things as may be required by law, or as may be required to carry out the intent and purposes of this Agreement.
12.14 Captions. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.
(Signatures Appear on Following Page)
15
SCHEDULE 1
NAME: CONTRIBUTION: % OWNERSHIP:
The Hampstead Group, LLC $25 25% 7514 Wisconsin Avenue, Suite 350 Bethesda, Maryland 20814
Hampstead Development Partners, LLC $75 75% 7514 Wisconsin Avenue, Suite 350 Bethesda, Maryland 20814
17
C
Virginia SCC Certification (Mandatory)
2018
D
Previous Participation Certification
(Mandatory)
2018 Instructions, cont’d
Any person that directly or indirectly controls, or has the power to control, a principal shall also be considered a principal.
Please follow guidelines below for listing principals. • If the owner is a partnership, list the names of all GPs, regardless of % interest in the General Partnership • If the owner is an LLC, list the names of all members regardless of % interest • If the owner is a Corporation (public or private), Organization or Governmental Entity, list the names of officers who are directly responsible to the Board of Directors (or equivalent) and any stockholder having a 25% or more interest • If the owner is a Trust, list the names of all persons having a 25% or more beneficial ownership interest in the assets of the trust • If the owner is an Individual, list the name of anyone having a 25% or more ownership interest of the named individual
If none of the above applies, list the name of any person that directly or indirectly controls or has the power to control a principal.
If you have any questions, please call the Tax Credit Allocation Department at (804) 343-5518.
2018 Previous Participation Certification
Development Name: Royal Arms Apartments Name of Applicant (entity): Royal Arms Community Partners LP CGP* or Managing Member (entity): Royal Arms GP, LLC *Controlling General Partner
I hereby certify that:
1. All the statements made by me are true, complete and correct to the best of my knowledge and belief and are made in good faith, including the data contained in Schedule A and any statements attached to this certification.
2. During any time that any of the participants were principals in any multifamily rental property, no property has been foreclosed upon, in default or assigned to the mortgage insurer (governmental or private); nor has mortgage relief by the mortgagee been given;
3. During any time that any of the participants were principals in any multifamily rental property, there has not been any breach by the owner of any agreements relating to the construction or rehabilitation, use, operation, management or disposition of the property, including removal from a partnership;
4. That at no time have any principals listed in this certification been required to turn in a property to the investor or have been removed from a multifamily rental property ownership structure;
5. That to the best of my knowledge, there are no unresolved findings raised as a result of state or federal audits, management reviews or other governmental investigations concerning any multifamily rental property in which any of the participants were principals;
6. During any time that any of the participants were principals in any multifamily rental property, there has not been a suspension or termination of payments under any state or federal assistance contract for the property;
7. None of the participants has been convicted of a felony and is not presently, to my knowledge, the subject of a complaint or indictment charging a felony. A felony is defined as any offense punishable by imprisonment for a term exceeding one year, but does not include any offense classified as a misdemeanor under the laws of a state and punishable by imprisonment of two years or less;
8. None of the participants has been suspended, debarred or otherwise restricted by any federal or state governmental entity from doing business with such governmental entity; and
201 Page | 1 of 2 Previous Participation Certification, cont’d 9. None of the participants has defaulted on an obligation covered by a surety or performance bond and has not been the subject of a claim under an employee fidelity bond.
10. None of the participants is a Virginia Housing Development Authority (VHDA) employee or a member of the immediate household of any of its employees.
11. None of the participants is participating in the ownership of a multifamily rental housing property as of this date on which construction has stopped for a period in excess of 20 days or, in the case of a multifamily rental housing property assisted by any federal or state governmental entity, which has been substantially completed for more than 90 days but for which requisite documents for closing, such as the final cost certification, have not been filed with such governmental entity.
12. None of the participants has been found by any federal or state governmental entity or court to be in noncompliance with any applicable civil rights, equal employment opportunity or fair housing laws or regulations.
13. None of the participants was a principal in any multifamily rental property which has been found by any federal or state governmental entity or court to have failed to comply with Section 42 of the Internal Revenue Code of 1986, as amended, during the period of time in which the participant was a principal in such property. This does not refer to corrected 8823's.
14. None of the participants is currently named as a defendant in a civil lawsuit arising out of their ownership or other participation in a multi-family housing development where the amount of damages sought by plaintiffs (i.e., the ad damnum clause) exceeds One Million Dollars ($1,000,000).
Statements above (if any) to which I cannot certify have been deleted by striking through the words. In the case of any such deletion, I have attached a true and accurate statement to explain the relevant facts and circumstances.
Failure to disclose information about properties which have been found to be out of compliance or any material misrepresentations are grounds for rejection of an application and prohibition against future applications.
Signature
Printed Name
Date (no more than 30 days prior to submission of the Application)
2 0 1 8 Page | 2 of 2 E
Non-profit Questionnaire (Mandatory)
Not-Applicable
2018 This deal does not require information behind this tab. F
Architect’s Certification (Mandatory & Points)
2018
Architect's Certification
2. Net Rentable Square Feet * For purposes of calculating Net Rentable Square Feet, the units were measured from the face of each unit perimeter wall. The values below therefore indicate the actual square footage of each unit floor plan. (For example, there may be 2 distinct 1-bedroom floor plans, 3 distinct 2-bedroom floor plans, etc. The purpose of this section of the Architect Certification is to document and certify the floor space attributable to residential rental units in the development.)
Percentage of Net Rentable Square Feet Deemed To Be New Rental Space 0.00% Floor Plan Number of Units Unit Type Square Feet This Floor Plan Total Mix 1 1 BR - 1 Bath 678 26 17628 Mix 2 1 BR - 1 Bath 678 10 6780 Mix 3 2 BR - 1 Bath 826 25 20650 Mix 4 2 BR - 1 Bath 826 35 28910 Mix 5 2 BR - 1 Bath 826 12 9912 Mix 6 3 BR - 1.5 Bath 1035 19 19665 Mix 7 3 BR - 1.5 Bath 1035 11 11385 Mix 8 3 BR - 1.5 Bath 1035 6 6210 Mix 9 0 Mix 10 0 Mix 11 0 Mix 12 0 Mix 13 0 Mix 14 0 Mix 15 0 Mix 16 0 Mix 17 0 Mix 18 0 Mix 19 0 Mix 20 0 Mix 21 0 Mix 22 0 Mix 23 0 Mix 24 0 Mix 25 0 Mix 26 0 Mix 27 0 Mix 28 0 Mix 29 0 Mix 30 0 Mix 31 0 Mix 32 0 Mix 33 0 Mix 34 0 Mix 35 0 Mix 36 0
3.23.18 7 INITIALS ______Architect's Certification
Mix 37 0 Mix 38 0 Mix 39 0 Mix 40 0 Mix 41 0 Mix 42 0 Mix 43 0 Mix 44 0 Mix 45 0 Mix 46 0 Mix 47 0 Mix 48 0 Mix 49 0 Mix 50 0 Totals 144 121140 *This information should match page 15 of the excel application DEV Name:
3.23.18 8 INITIALS ______
G
Relocation Plan (Mandatory for LIHTC projects
where tenants will be dislocated)
2018 Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
Project Information
Royal Arms Apartments will soon be undergoing an extensive rehabilitation project to update the apartments to better accommodate existing and new residents that will be living in the community. Royal Arms Community Partners, LP will be rehabilitating the Royal Arms Apartments (the “Project”). Community Preservation Partners, LLC & Hampstead Development Partners, Inc. will be the Developer. A transfer of the property is expected to occur in January 2019 at which point 100% of total units, with the exception of one managers unit, the office, and the community room, will be LIHTC-restricted to households with income levels at or below 60 percent AMI levels. The community will undergo both an interior and exterior renovation. Each unit will be affected and we will put forth our best effort to minimize the effect it has on the residents who reside in the community during this transition. Rehabilitation will begin in January 2019 and is anticipated to be completed in October 2019.
The rehabilitation program will address health and safety issues, accessibility, deferred maintenance, and energy efficiency. The Developer is planning on comprehensive upgrades to all kitchens and bathrooms with new appliances (including dishwashers), cabinets and countertops, installing new vinyl plank flooring throughout the unit with new carpet in the bedrooms, addressing parking lot deferred maintenance, adding security cameras and lighting, upgrading the pool area and playground, installing an outdoor exercise area and replacing and upgrading building systems as necessary.
The contact person for the developer is:
Community Preservation Partners ATTN: John Fraser 11951 Freedom Drive, 13th floor Reston, VA 20190
The contact person for the Management Company is
WinnResidential ATTN: Tonya A. Sullivan 126 John Street, Suite 10 Lowell, MA 01852
A. Temporary Relocation Strategy
The Developer’s planned rehabilitation is a “tenant in-place” rehab. If the scope of work should require any overnight tenant relocations from the units, these will be short-term at a nearby hotel and at the cost of the Developer. No prolonged tenant absences are anticipated. Approximately 8 units will be renovated each one-week period and portions of the renovations addressing exterior and building systems will happen in sequence by building or by plumbing stack. Work will generally be completed between 8am and 6pm.
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Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
The Developer will make every effort to avoid displacement of any existing tenants during the rehabilitation phase. However, if a tenant does not have a place to go during the day (i.e. work, school, family, etc.), and is not in a renovated unit, the Developer will arrange accommodations for the tenant, that may include a local community center, recreation center and or hotel/motel.
If the tenant has not been offered a newly renovated unit and the rehabilitation activities extend beyond normal business hours and require tenants to move into a temporary location overnight, they will be relocated to temporary suitable, decent, safe and sanitary hotel/ motel unit that may not be the same size, but is adequate for the needs of the relocated tenants for the short duration of the relocation.
If the property has any vacant units, these along with any newly vacated units will be turned over to the construction company so they can undergo rehabilitation during the first month. When the rehabilitation of these units is complete, tenants will be relocated into these apartments units. This will allow the Developer to create vacancy in the next phase of units to be rehabilitated. With this cycle the Developer will be able to always have approximately 8 units in construction at one time.
Assessment of Relocation Needs
At the time the Project is initiated, personal interviews with the affected tenant households will be conducted and income certifications completed. Inquiries made of the residential occupants will concern household size and composition, income, monthly rent, length of occupancy, home language, physical disabilities, and special needs.
For qualified households, the Developer will also ascertain if there will be any special accommodation that must be made for the household during the rehabilitation phase.
To address the possibility that temporary housing may be required for one or more households, a resource survey will be conducted to identify available temporary housing in the Project site area. The average rent amount is among the figures used to make benefit and budget projections for the Plan. This amount is, naturally, subject to change according to the market rates prevailing at the time of displacement, should it occur.
Relocation Program
The Developer’s Relocation Program is designed to minimize hardship, be responsive to unique project circumstances, emphasize maintaining personal contact with all affected individuals, consistently apply all regulatory criteria to formulate eligibility and benefit determinations.
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Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
A. Temporary Relocation Assistance
In the event a tenant incurs any out-of- pocket costs related to a required temporary displacement from their unit, the Developer will pay for the eligible costs such as hotel/motel costs, a per diem for food, pet boarding, and transportation to and from the temporary unit, etc. The Developer will also assist the tenants with identifying and securing temporary housing or accommodations should it be necessary. Any moving costs associated with moving to and from temporary housing will also be paid by the developer.
B. Permanent Relocation
No permanent relocation is expected as this is a “tenant in-place” rehabilitation.
Administrative Provisions
A. Notices
The tenants will receive timely noticing of all activities. Each notice shall be personally delivered, sent certified or registered first-class mail, or be affixed to the unit for the resident to receive. Each notice will indicate the name and telephone number of a person who may be contacted for answers to questions and other needed help.
B. Privacy of Records
All information obtained from tenants is considered confidential and will not be shared without consent of the Tenant or the Developer. Developer staff will comply with federal regulations concerning safeguarding of relocation files and their contents.
C. Projected Date of Rehabilitation Activates
The Developer anticipates rehabilitation activities will not begin before January 1, 2019 and should last approximately 9 months with substantial completion expected in October of 2019 with final completion expected in November of 2019.
Post Redevelopment Rental Rates and Utility Charges
Rent increases will adjust as leases expire to the maximum extent permitted by law, ordinance and regulatory agreement. This property is partially covered by a project-based section-8 contract and as such, as required by HUD, Tenants will continue to pay 30% of their adjusted gross income as rent. Upon completion of construction and renovation the following rents will apply:
Relocation Plan Page 3
Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
Renovated units: 1-bedroom unit $1,130.00 2-bedroom unit $1,215.00 3-bedroom unit $1,350.00
Utility allowances are currently calculated as $48 for 1-bedroom units, $57 for 2-bedroom units and $80 for 3-bedroom units. Utility allowances will not change.
Estimated Relocation Costs
The Total budget for relocation-related payments for this Project is $108,000, should it go over budget the developer will fund the difference out of the Developer’s deferred development fee.
Relocation Budget
Room Contingency ($140, 144 nights: 1 overnight stay is anticipated per unit) $20,160 Boxes, bins, and other material for 144 units: $6,400 Food, activities and per diem expenses: $10,650 Contingency and other Misc. Costs: $70,790
Relocation Payments and Assistance To Be Offered
The project will first and foremost adhere to the Uniform Relocation Assistance Act of 1970(URA) and the VHDA Relocation Guidelines. In order to help cover moving expenses and the additional cost of relocation, payments will be made to all households receiving notice to vacate the community. This would include those residents in the rehabilitated units that will not meet the new eligibility criteria for The Apartments. Residents receiving the 120-day notice to vacate will be eligible for the following payments by unit type:
1 Bedroom - $700
2 Bedrooms - $900
3 Bedrooms - $1100
In order to help families with their moving expenses and provide timely financial assistance to relocate, management will make relocation payments in the following manner:
Families receiving the 120-day notice to vacate will receive ½ payment at the time they acknowledge, in writing, their move-out date. The balance of the applicable relocation payment will be made upon vacating. This will enable the family to secure their new residence with a
Relocation Plan Page 4
Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
security deposit, to purchase needed items for their new home, or provide deposits for non- essential utilities (such as cable TV and Electric).
Management will provide a fact sheet to all terminated residents, listing neighboring apartment communities, directions to the sites, rental schedules, amenity descriptions, on-site contact person, and other pertinent information. Prior to commencement of construction and mailing of termination notices, management will contact these neighboring apartment communities and ask that residents of The Apartments be given consideration for immediate occupancy.
Management will provide terminated families with a list of moving companies, the estimates for moving 2 and 3 bedroom units and a contact person for professional moving services.
INSPECTION OF APARTMENTS AND SECURITY DEPOSIT REFUNDS
Management will inspect all apartments left vacant by terminated residents and will expedite the process for security deposit refunds. This will assist vacating families by providing additional resources to cover relocation expenses or for other personal use.
SPECIAL CONSIDERATION FOR TERMINATED FAMILIES
Moving can be a traumatic experience for families, therefore management will work with terminated families in order to minimize the emotional impact and make their relocation as smooth as possible. Special consideration will be given to vacating families in the following circumstances:
(1) If a tenant determines they are ineligible for units in the redeveloped The Apartments or are about to receive a termination notice and wish to move from the community, the tenant can give notice prior to receiving the 120-day notice. The notice must be in writing and will be promptly honored by management.
(2) Families will be permitted to vacate anytime after receiving the 120-day notice, if requested in writing. They will not be required to remain in their apartment for the full 120 days. (3) Families receiving notice to vacate may request, in writing, an extension of the initial 120- day period, not to exceed 30 days. Management will give reasonable consideration to requests from families experiencing difficulty locating suitable alternative housing (i.e. wishing to remain in their current apartments for the remainder of the current academic year to avoid changing schools, because alternative housing arrangements have failed to materialize, or other valid reasons).
Advisory Services
Your Management company understands that this can be a difficult transition and will make every effort to anticipate the needs of the families in the community. Management will provide several services to
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Renovation and Relocation Plan Royal Arms Apartments Front Royal, Virginia
tenants to assist during this time. Tenants are welcome to schedule appointments to meet with Management outside of normal business hours if needed. Should a tenant not meet the new eligibility criteria for the Apartments, Management will provide referrals for tenants to replacement properties and contact said properties to request priority for persons being displaced. Management will also provide tenants with written information and/or translation services in their native languages if necessary and provide appropriate counseling for tenants who are unable to read and understand notices. Management will additionally coordinate transportation for tenants needing to look at other housing, especially those who are elderly or disabled.
Relocation Plan Page 6
H
PHA/Section 8 Notification
Letter
2018 This deal does not require information behind this tab. I
Locality CEO Response Letters
Not-Applicable
2018 This deal does not require information behind this tab. J
Homeownership Plan
Not-Applicable
2018 This deal does not require information behind this tab. K
Site Control Documentation (Mandatory)
2018
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and executed the 5th day of October 2018,byandbetween ROYAL ARMS ASSOCIATES,L.P., a Virginia limited partnership (“Seller”), and COMMUNITY PRESERVATION PARTNERS, a California limited liability company (“Purchaser”).
RECITALS
A. Seller and Purchaser are parties to that certain Purchase and Sale Agreement dated as of September 6, 2018 (as amended, the “Agreement”), with respect to an apartment complex known as Royal Arms Apartments in Front Royal, Virginia.
B. Seller and Purchaser have agreed to modify certain terms of the Agreement as more fully described herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and the premises contained herein, Seller and Purchaser agree to modify the terms of the Agreement as follows: 1. AMENDMENTS
1.1. Inspection Period Expiration Date. Seller and Purchaser hereby agree that the Inspection Period Expiration Date shall be extended to October 12,2018.
1.2. Additional Deposit. The parties hereto agree that Purchaser shall place the Additional Deposit with the Title Company on or before October 9, 2018. The Additional Deposit shall be refundable to Purchaser until the expiration of the Inspection Period Expiration Date, at which time, if a Termination Notice is not provided by Purchaser pursuant to the terms of the Agreement, the Additional Deposit shall become non-refundable, subject only to Section 9.3 and Section 12.2 of the Agreement.
2. MISCELLANEOUS.
2.1. Ratification. Except as amended hereby, the Agreement is hereby ratified and confirmed.
2.2. Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of state in which the Property is located.
2.3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile or electronic transmission copy of this Amendment or any counterpart hereto shall be deemed valid as an original. 1 2.4. Successors and Assigns. The parties hereto hereby bind themselves, their heirs, personal representatives, successors and permitted assigns for the faithful performance of this Amendment.
2.5. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
(signature page(s) follow)
2
IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Amendment in counterparts to be executed by its duly authorized officer.
SELLER:
ROYAL ARMS ASSOCIATES, L.P. a Virginia limited partnership
By: Royal RST, L.L.C., a Virginia limited liability company, its general partner
By: RST Development, LLC, a Virginia limited liability company, its sole member and manager
By: Name: Todd A. Copeland Title: Manager
PURCHASER:
COMMUNITY PRESERVATION PARTNERS, LLC a California limited liability company
By: ______Name: Anand Kannan Title: President
3 12th
19th
L
Plan of Development
Certification Letter
2018
M
Zoning Certification
(Mandatory)
2018
N
To certify Developer Experience, include:
Copies of 8609s to Partnership Agreements Org Charts
2018 This deal does not require information behind this tab.
O
List of LIHTC Projects (Schedule A)
2018 /LVWRI/,+7&'HYHORSPHQWV 6FKHGXOH$
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ƚĂŝůŽƌŽƵƌƐƚƌĂƚĞŐLJƚŽďĞĂƐƵŶͲŝŶƚƌƵƐŝǀĞĂƐƉŽƐƐŝďůĞĨŽƌ ŽƵƌƌĞƐŝĚĞŶƚƐ͘ Ϯ tEŽŵŵƵŶŝƚLJWƌĞƐĞƌǀĂƚŝŽŶWĂƌƚŶĞƌƐ džƉĞƌŝĞŶĐĞĂŶĚdƌĂĐŬZĞĐŽƌĚ džƉĞƌŝĞŶĐĞ͕ĞdžƉĞƌƚŝƐĞĂŶĚŝŶĚƵƐƚƌLJƌĞůĂƚŝŽŶƐŚŝƉƐĂƌĞŬĞLJŝŶ ĚĞůŝǀĞƌŝŶŐĂƐĞĂŵůĞƐƐƚƌĂŶƐĂĐƚŝŽŶ͘tĞǁĞŚĂǀĞůĞǀĞƌĂŐĞĚ WW͛ƐϭϬLJĞĂƌƐŽĨƚƌĂŶƐĂĐƚŝŽŶĂŶĚŽƉĞƌĂƚŝŽŶĂůĞdžƉĞƌŝĞŶĐĞ͕ĂŶĚ tE͛ƐϰϬнLJĞĂƌƐŽĨĂĨĨŽƌĚĂďůĞŚŽƵƐŝŶŐĞdžƉĞƌŝĞŶĐĞƚŽ ĐŽŶƐŝƐƚĞŶƚůLJƉƌŽǀŝĚĞƐĞůůĞƌƐǁŝƚŚĂƐǁŝĨƚ͕ĞĨĨŝĐŝĞŶƚĞdžĞĐƵƚŝŽŶ͘ WƌĞƐĞƌǀĂƚŝŽŶWĂƌƚŶĞƌƐŚĂƐĞdžƚĞŶƐŝǀĞĞdžƉĞƌŝĞŶĐĞŝŶĂǁŝĚĞ ǀĂƌŝĞƚLJŽĨĂĨĨŽƌĚĂďůĞŚŽƵƐŝŶŐƉƌŽŐƌĂŵƐŝŶĐůƵĚŝŶŐ͗ WƌŽũĞĐƚĂƐĞĚ^ĞĐƚŝŽŶϴ ,ŽƵƐŝŶŐŚŽŝĐĞĂŶĚWƌĞƐĞƌǀĂƚŝŽŶsŽƵĐŚĞƌƐ ϰйĂŶĚϵйdĂdžƌĞĚŝƚ džĞĐƵƚŝŽŶƐ sĂƌŝŽƵƐ,hƉƌŽŐƌĂŵƐŝŶĐůƵĚŝŶŐϮϬϮ͕Ϯϯϲ͕ϱϭϱ͕ĂŶĚWZ džƉŝƌŝŶŐ>/,dĂƐƐĞƚƐ h^ZƵƌĂůĞǀĞůŽƉŵĞŶƚ tĞǀĂůƵĞƚŚĞĚĞƉƚŚŽĨŽƵƌƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚŝŶƚŚĞĂĨĨŽƌĚĂďůĞ ŚŽƵƐŝŶŐŝŶĚƵƐƚƌLJ͘/ŶŽƵƌĐƵƌƌĞŶƚƉŽƌƚĨŽůŝŽǁĞŚĂǀĞ͗ ϭϬнŝĨĨĞƌĞŶƚ:ŽŝŶƚsĞŶƚƵƌĞWĂƌƚŶĞƌƐ ϭϬнŝĨĨĞƌĞŶƚEŽŶWƌŽĨŝƚWĂƌƚŶĞƌƐ ϳнDĂŶĂŐĞŵĞŶƚŽŵƉĂŶŝĞƐ ϰн^ŽĐŝĂů^ĞƌǀŝĐĞWƌŽǀŝĚĞƌƐ ƐŵĂůůƐĂŵƉůĞŽĨŽƵƌƉŽƌƚĨŽůŝŽŝƐŝŶĐůƵĚĞĚĨŽƌŝŶĨŽƌŵĂƚŝŽŶĂů ƉƵƌƉŽƐĞƐŽŶƚŚĞĨŽůůŽǁŝŶŐƉĂŐĞƐĂůŽŶŐǁŝƚŚĂůŝƐƚŽĨ ƉƌŽĨĞƐƐŝŽŶĂůƌĞĨĞƌĞŶĐĞƐ͘ ϯ &ƌĂŶĐŽĞŶƚĞƌƉĂƌƚŵĞŶƚƐͲ ^ƚŽĐŬƚŽŶ͕ Completion: August 2014 ŽŵŵƵŶŝƚLJĞƚĂŝůƐ WƵƌĐŚĂƐĞĚ&ƌŽŵdŚĞ,ŽƵƐŝŶŐƵƚŚŽƌŝƚLJKĨdŚĞŽƵŶƚLJŽĨ^ĂŶ:ŽĂƋƵŝŶ ϭϭϬhŶŝƚ^ĞŶŝŽƌ,ŽƵƐŝŶŐŽŵŵƵŶŝƚLJtŝƚŚWƌŽũĞĐƚͲĂƐĞĚ^ĞĐƚŝŽŶϴĞdžƉĂŶĚĞĚ ƚŽϭϭϮhŶŝƚƐ͘WƵƌĐŚĂƐĞĚĨƌŽŵ WƌŽƉĞƌƚLJĐƋƵŝƐŝƚŝŽŶŽŵƉůĞƚĞĚ&ĞďƌƵĂƌLJϮϬϭϱƌŝĚŐĞĚdŽϵйdĂdžƌĞĚŝƚ ůŽƐŝŶŐ/ŶƵŐƵƐƚϮϬϭϱ ƉƉƌŽdžŝŵĂƚĞůLJΨϭϳDŝůůŝŽŶdŽƚĂůĞǀĞůŽƉŵĞŶƚŽƐƚ ϰ &ƌĂŶĐŽĞŶƚĞƌƉĂƌƚŵĞŶƚƐͲ ^ƚŽĐŬƚŽŶ͕ ^ĞƌǀŝĐĞƐ /ŵƉƌŽǀĞŵĞŶƚƐ ^ĞƌǀŝĐĞŽŽƌĚŝŶĂƚŽƌ &ƌŽŶƚ ŶƚƌĂŶĐĞ͕^ĞĐƵƌŝƚLJ͕ >ŽďďLJ ^ĞŶŝŽƌ>ƵŶĐŚWƌŽŐƌĂŵ ŽŵŵƵŶŝƚLJZŽŽŵͬ ƌŽǁŶĂŐ ŽŵƉƵƚĞƌΘ EƵƚƌŝƚŝŽŶ ĚƵĐĂƚŝŽŶ ŶƚĞƌƚĂŝŶŵĞŶƚƌĞĂ WĂƐƚƌŝĞƐWƌŽŐƌĂŵ ϯϬй ŶĞƌŐLJ/ŵƉƌŽǀĞŵĞŶƚ tŽƌŬEĞƚ^ƚĂĨĨŝŶŐ džƚĞƌŝŽƌΘ/ŶƚĞƌŝŽƌWĂŝŶƚ ^ Z;^ĞƌǀŝĐĞͿ:K^ 'ƌĂŶŝƚĞŽƵŶƚĞƌƚŽƉƐ͕EĞǁ ĂďŝŶĞƚƐͬŽŵƉůĞƚĞhŶŝƚ dƵƌŶƐ ϱ ZĂŶĐŚŽEŝŐƵĞůʹ >ĂŐƵŶĂ,ŝůůƐ͕ ŽŵŵƵŶŝƚLJĞƚĂŝůƐ ϰйdĂdžƌĞĚŝƚƐŶĚWƌŝǀĂƚĞůLJWůĂĐĞĚŽŶĚƐ ϱϭͲhŶŝƚ^ĞŶŝŽƌ,ŽƵƐŝŶŐŽŵŵƵŶŝƚLJtŝƚŚWƌŽũĞĐƚͲĂƐĞĚ^ĞĐƚŝŽŶϴ ĐƋƵŝƐŝƚŝŽŶŽŵƉůĞƚĞĚ/ŶϭϵϴϬZĞŚĂďŽŵƉůĞƚĞĚ/Ŷ:ƵůLJϮϬϬϱ ƉƉƌŽdžŝŵĂƚĞůLJΨϵ͘ϮDŝůůŝŽŶŽůůĂƌdŽƚĂůĞǀĞůŽƉŵĞŶƚŽƐƚ ϲ KƌĂŶŐĞǁŽŽĚŽƵƌƚƉĂƌƚŵĞŶƚƐʹ ^ŚĞƌŵĂŶKĂŬƐ͕ ŽŵŵƵŶŝƚLJĞƚĂŝůƐ ,hϮϮϯ;&ͿdĂdžƌĞĚŝƚWŝůŽƚWƌŽŐƌĂŵ&ŝŶĂŶĐĞĚWƌŽũĞĐƚ ϵϮͲhŶŝƚ&ĂŵŝůLJŽŵŵƵŶŝƚLJ ĐƋƵŝƐŝƚŝŽŶŽŵƉůĞƚĞĚ/Ŷ:ƵŶĞϮϬϭϯ ƉƉƌŽdžŝŵĂƚĞůLJΨϭϵDŝůůŝŽŶdŽƚĂůĞǀĞůŽƉŵĞŶƚŽƐƚ ^ĞŝƐŵŝĐZĞƚƌŽĨŝƚƚŝŶŐ/ŶĐůƵĚŝŶŐ/ŶũĞĐƚŝŽŶ'ƌŽƵƚŝŶŐ ϳ EŽƌƚŚŐĂƚĞƉĂƌƚŵĞŶƚƐͲ KĂŬůĂŶĚ͕ Completion: July 2015 ŽŵŵƵŶŝƚLJĞƚĂŝůƐ ϰйdĂdžƌĞĚŝƚƐŶĚWƌŝǀĂƚĞůLJWůĂĐĞĚŽŶĚƐ ϮϬϭͲhŶŝƚ^ĞŶŝŽƌ,h^ĞĐƚŝŽŶϮϬϮ,ŽƵƐŝŶŐŽŵŵƵŶŝƚLJtŝƚŚWƌŽũĞĐƚͲĂƐĞĚ ^ĞĐƚŝŽŶϴΘdĞŶĂŶƚWƌŽƚĞĐƚŝŽŶsŽƵĐŚĞƌƐ WƌŽƉĞƌƚLJĐƋƵŝƐŝƚŝŽŶͬdĂdžƌĞĚŝƚůŽƐŝŶŐŽŵƉůĞƚĞƉƌŝůϮϬϭϰ ƉƉƌŽdžŝŵĂƚĞůLJΨϰϳDŝůůŝŽŶdŽƚĂůĞǀĞůŽƉŵĞŶƚŽƐƚ WƌŽĐĞƐƐĞĚdŚƌŽƵŐŚ^ĂŶ&ƌĂŶĐŝƐĐŽDƵůƚŝĨĂŵŝůLJ,h;,hͿ ^ĞƌǀŝĐĞŽŽƌĚŝŶĂƚŽƌ͕sĂŶZŝĚĞ^ĞƌǀŝĐĞΘZĞƐŝĚĞŶƚ>ƵŶĐŚWƌŽŐƌĂŵ ϴ ĞǀĞůŽƉŵĞŶƚdĞĂŵ͕ZĞĨĞƌĞŶĐĞƐΘDĞŵďĞƌƐŚŝƉƐ ĞǀĞůŽƉŵĞŶƚdĞĂŵ ZĞĨĞƌĞŶĐĞƐ tEΘWWDĞŵďĞƌƐŚŝƉƐ ŽŵŵƵŶŝƚLJWƌĞƐĞƌǀĂƚŝŽŶWĂƌƚŶĞƌƐƐĞĞŬƐƚŽĚĞǀĞůŽƉ >ĞŶĚĞƌƐ͗ ĨĨŽƌĚĂďůĞ,ŽƵƐŝŶŐdĂdžƌĞĚŝƚŽĂůŝƚŝŽŶ ĂŶĚƐƵƐƚĂŝŶƐƚƌŽŶŐŵƵƚƵĂůůLJďĞŶĞĨŝĐŝĂů ZĂďŽďĂŶŬ EĂƚŝŽŶĂůŽƵŶĐŝůŽĨ^ƚĂƚĞ,ŽƵƐŝŶŐŐĞŶĐŝĞƐ;E^,Ϳ ƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚĐŽŵƉĂŶŝĞƐĂŶĚŝŶĚŝǀŝĚƵĂůƐŝƚ ŝƚŝďĂŶŬ͕E͘͘ ǁŽƌŬƐǁŝƚŚďLJŽƉĞƌĂƚŝŶŐǁŝƚŚƚŚĞŚŝŐŚĞƐƚŝŶƚĞŐƌŝƚLJ ĂůŝĨŽƌŶŝĂĂŶŬΘdƌƵƐƚ EĞǁzŽƌŬ^ƚĂƚĞƐƐŽĐŝĂƚŝŽŶĨŽƌĨĨŽƌĚĂďůĞ,ŽƵƐŝŶŐ ŝŶĂůůĂƐƉĞĐƚƐŽĨŝƚƐďƵƐŝŶĞƐƐ͘WWŝƐƌĞĐŽŐŶŝnjĞĚ >ŽǀĞ&ƵŶĚŝŶŐ ŽƵŶĐŝůĨŽƌĨĨŽƌĚĂďůĞZƵƌĂů,ŽƵƐŝŶŐ;Z,Ϳ ŝŶĚƵƐƚƌLJǁŝĚĞĂƐďĞŝŶŐĂĐŽŵƉĂŶLJƚŚĂƚĐĂŶƐŽůǀĞ h^ĂŶŬ ƉƌŽďůĞŵƐĂŶĚƉĞƌĨŽƌŵŽŶĐŽŵƉůĞdžƉƌĞƐĞƌǀĂƚŝŽŶ ŽŶŶĞǀŝůůĞDŽƌƚŐĂŐĞŽŵƉĂŶLJ hƌďĂŶ>ĂŶĚ/ŶƐƚŝƚƵƚĞ;h>/Ϳ ƚƌĂŶƐĂĐƚŝŽŶƐ͖ĂƐĂŶŝŶŶŽǀĂƚŽƌŝŶƉƌĞƐĞƌǀĂƚŝŽŶ ĞůůǁĞƚŚĞƌ ŶƚĞƌƉƌŝƐĞ EĂƚŝŽŶĂůƐƐŽĐŝĂƚŝŽŶŽĨĨĨŽƌĚĂďůĞ ĨŝŶĂŶĐŝŶŐ͕WWŝƐƐĞůĞĐƚĞĚƚŝŵĞĂŶĚĂŐĂŝŶďLJŽǁŶĞƌƐ ,ŽƵƐŝŶŐ>ĞŶĚĞƌƐ ĂŶĚĐůŝĞŶƚƐďĞĐĂƵƐĞŽĨŝƚƐĞŵƉůŽLJĞĞƐŚŽŶĞƐƚLJ͕ >ĞŐĂů͗ ŝŶƚĞŐƌŝƚLJĂŶĚŝŶĚƵƐƚƌLJůĞĂĚŝŶŐĞdžƉĞƌƚŝƐĞ͘ EŝdžŽŶWĞĂďŽĚLJ>>Wʹ tĂƐŚŝŶŐƚŽŶ͕͘͘ &ŝŶĂŶĐŝĂů/ŶĚƵƐƚƌLJZĞŐƵůĂƚŽƌLJƵƚŚŽƌŝƚLJ;&/EZͿ Ždž͕ĂƐƚůĞΘEŝĐŚŽůƐŽŶ͕>>WͲ ^ĂŶ&ƌĂŶĐŝƐĐŽ͕ /ŶƐƚŝƚƵƚĞŽĨZĞĂů ƐƚĂƚĞDĂŶĂŐĞŵĞŶƚ ,ĞƐƐĞů͕ůƵŝƐĞ ĂŶĚEĞƵŶ͕W͘͘ʹ tĂƐŚŝŶŐƚŽŶ͕͘͘ ĂĐŬĞĚďLJƚŚĞĨŝŶĂŶĐŝĂůƐƚƌĞŶŐƚŚŽĨŝƚƐƉĂƌĞŶƚ EĂƚŝŽŶĂů>ĞĂƐĞĚ,ŽƵƐŝŶŐƐƐŽĐŝĂƚŝŽŶ ĐĐŽƵŶƚŝŶŐ͗ ĐŽŵƉĂŶLJ͕tEΘƐƐŽĐŝĂƚĞƐ͕/ŶĐ͕͘ǁŚŽŚĂƐďĞĞŶŝŶ ůĂďĂŵĂŽƵŶĐŝůĨŽƌĨĨŽƌĚĂďůĞ ďƵƐŝŶĞƐƐĨŽƌŽǀĞƌϰϬLJĞĂƌƐ͕WWŚĂƐĞdžƉĞƌƚ K^ĞŝĚŵĂŶ͕>>WͲ ŽƐƚĂDĞƐĂ͕ ŬŶŽǁůĞĚŐĞŽĨďŽƚŚƚŚĞĐĂƉŝƚĂůŵĂƌŬĞƚƐĂŶĚĞƋƵŝƚLJ Kʹ ĂƌŵĞů͕/ŶĚŝĂŶĂ ZƵƌĂů,ŽƵƐŝŶŐ ŵĂƌŬĞƚƐ͘WWŚĂƐƚŚĞĐĂƉŝƚĂů͕ĞdžƉĞƌƚŝƐĞ͕ĂŶĚƚŚĞ EŽǀŽŐƌĂĚĂĐΘŽŵƉĂŶLJ>>WͲ ^ĂŶ&ƌĂŶĐŝƐĐŽ͕ 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Cooper, Jr., President and Chief Executive Officer & President and Registered Principal of WNC Capital Corporation. Mr. Cooper oversees WNC’s operations and business strategy. Prior to joining WNC in 1988, Mr. Cooper worked in the Government and Legislative Affairs Department of an international corporation. He currently sits on the Board of Trustees of both NAHB’s Political Action Committee and NHC. He is also a member of the Urban Land Institute and Vistage International. Mr. Cooper earned a bachelor of arts from American University in 1985. Wilfred N. Cooper, Sr. Chairman of the Board WNC & Associates, Inc. Wilfred N. Cooper, Sr., is the founder, Chairman of the Board, and a Director of WNC & Associates, Inc. WNC has been in business since 1971. The company’s core business is sponsoring investments in affordable rental housing tax credits. In this capacity, WNC and its affiliates serve as a general partner with expertise in structuring investment funds. This includes raising investment capital from individuals and corporations, selecting qualified properties for each fund, negotiating acquisition terms and actively monitoring the financial performance and compliance of each property. Over the years in real estate development and syndication, Mr. Cooper has interrelated with investors by providing them advice on making new investments and including consent in making financial commitments. Mr. Cooper is a recognized leader in the affordable housing industry. He has testified before committees of the U.S. Senate and House of Representatives on matters pertaining to the affordable housing industry. In 2001 he received the Limited Income Communities (LINC) Housing Honors award. Mr. Cooper was elected a Life Trustee in 2006 of the National Housing Conference (NHC) and is a co-founder and Director of the California Housing Consortium (an affiliate of the NHC). In 2011 he was inducted into the Affordable Housing Hall of Fame of the Affordable Housing Finance Magazine. In June 2012 he was inducted into the California Homebuilding Foundation’s (CHF) Hall of Fame. He is a Senior Life Director of the National Association of Home Builders (NAHB), a National Trustee for NAHB's Political Action Committee, a past Chairman of NAHB's Multifamily Council and in, 2012, NAHB honored him with the Robert J. Corletta award for Affordable Housing. He also serves on the Board of Directors for Building Industry Association of Orange County (BIA/OC) and Southern California Building Industry Association (BIA/SC). Mr. Cooper is active in the Multifamily and Infill Committees of California Building Industry Association (CBIA). He also volunteers his time with several non-profit organizations and serves on the Board of Advisors for Jamboree Housing (a non- profit developer of affordable housing) and the Board of Directors for Volunteers of America and the Tuberous Sclerosis Alliance. In 2013 The California Housing Consortium gave Mr. Cooper the California Housing Hall of Fame Lifetime Achievement Award. In 2016 The Affordable Housing Tax Credit Coalition (AHTCC) gave him the David Reznick Lifetime Achievement Award. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree. Wilfred N. Cooper, Sr. Resume – page 2 of 2 Organizations and Associations Mr. Cooper’s affiliations are listed below: National Housing Conference (NHC) Lifetime Trustee; Member of Board of Trustees and Board of Governors California Housing Consortium (CHC) Co-Founder and Board Member (an affiliate of NHC) California Council for Affordable Housing (CCHA) Past President and Co-Founder (formerly Rural Builder Council of California) Council for Affordable and Rural Housing (CARH) Previous Board Member Building Industry Association Orange County (BIA/OC) Orange County Board of Directors Building Industry Association Southern California Southern California Board of Directors (BIA/SC) National Association of Home Builders (NAHB) Life Board Member; NAHB Build PAC Trustee; Past Chairman of the Multifamily Council for 2003; Multifamily Council Trustee, Member of the Low Income Housing Tax Credit Steering Group. 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8QLWV 6HUYLFH'DWH 'DWH ([SODLQ Home Office: 1350 COLUMBIA ST, SUITE 802 SAN DIEGO, CA 92101 DC/Baltimore Metro: Bethesda, MD Charleston, SC (619) 543-4200 www.Hampstead.com THE HAMPSTEAD COMPANIES Principal , a nonprofit nonprofit a , Patrick Harper Principal Michael Murphy Michael The Hampstead Foundation HampsteadThe Consulting TheHampstead Foundation Seeing an unmet need and a disconnection disconnection a and need unmet an Seeing has Hampstead services, and housing between formed ofenhancing purpose withthe tasked entity its in residing residentsfor opportunity communities. development, constructionincluding and resident services, operations, providing clients there is no one sizeviable fits plan all must solution be andHampstead holistic that staff in any practice vision at and alldesign, scope. levels of housing sustainability,ready mixed access to expertise related toenlightened all community aspects development. of finance, Hampstead designedhas Agency its consulting and development practice thearound that idea Jeff Jallo Principal Corporate Leadership Corporate Team Principal Greg Gossard President Chris Foster HampsteadConstruction relationships with sub-contractors. Its focus is on Hampstead developments and doesoutside not work. seek Hampstead Constructionwhere is the used Development in team markets has cultivated Development About The Hampstead Companies Hampstead The About owners as well as non-profitsin and order resident to groups complete construction on budget redevelopment efforts with both new and existing Hampstead has developedand a gained strongdevelopment reputation valuable andproperties. experience repositioning Hampstead related often of to joint existing ventures and ontimeand and the operate to property successfully forward.going HAMPSTEAD COMMUNITIES Other Tax Exempt Tax Bonds 4% Tax Credit 52% 22% 26% Residents San Francisco, California 108 Units Redeveloped In Partnership with FundingSources Banneker Banneker Homes • Financing includes tax-exempt bonds and LIHTC and facilitated$10,400,000. a Rehabilitation completed construction in 2007. budget of over • Fannie Mae Financing Credit Tax 9% Funds Local HUD Funds Other After Green features were features Green addedmakingfor an living efficient environment bothbenefitting and residents investors. 27% 42% 3% 26% 2% 114 units Serving Low-Income Seniors Cumberland, Maryland FundingSources Mountain Apartments Mountain View successfully incorporated a creative redesign to turn the property completely aroundof making use formerly under-utilizedgrand entrance area . and creating a • The $11.5M acquisition and rehabilitation effort • Before HAMPSTEAD COMMUNITIES Local Funds Local Historic Tax Credit Other Tax Exempt Tax Bonds 4% Tax Credit 37% 23% 4% 8% 28% Historic 130-unit Apartment Property Consisting of 5 Buildings Washington, D.C. FundingSources R Street R Street Apartments • • Originally built betweenDupont 1911 Circle. and 1912 The near scope consisted of aareas $7.8 as well as the addition of new luxury million rehab includingsystems, an roofs, kitchens, update flooring, of and all common major market rate units and a community room. Tax Exempt Tax Bonds Tax 4% Credit from Funds Seller Other Existing Residents 49% 3% 19% 29% Scattered Site 89-unit Property Redeveloped in Partnership with the West Oakland, California Oak Center Oak Center Homes FundingSources • • The $10,000,000 rehabilitationduplexes, of Victorian and era multi-unit buildings focuses on preserving the historic character of the entire neighborhood while significantly upgrading the interior of the units. HAMPSTEAD COMMUNITIES After Before effort located the West Ashley Ashley West the located effort common areacommon improvementsinclude e, pool, splash pad, dog park and pad, dog splash pool,e, arket-rate and workforce housing housing workforce and arket-rate ennis center next door. door. next center ennis Before neighborhood of Charleston, SC, Palmilla itself combines both m both combines itself PalmillaSC, Charleston,of neighborhood Extensive community. 28-acre cohesive one in together elements Palmilla Apartments Palmilla and 428-unitusemixed ofredevelopmenta part incomeAs mixed an enhanced entryofficand centerdrive,leasing newcommunity and thet park to newbridge a wellconnectionas as playground After After HAMPSTEAD COMMUNITIES and Community Legacy Area. Area. Legacy and Community and commercial facilities . facilities commercialand in the Poppleton area of Baltimore, Baltimore, of area Poppleton the in erative, Housing Authority properties Authority Housing erative, Redevelopment Zone Redevelopment consists of five separate phases of rehabilitation and new and rehabilitation of phases separate five of consists land as well as new apartment new as well as land Poppleton Redevelopment Effort Redevelopment Poppleton The plan includes the existing Poppleton Place, Poppleton Coop PoppletonPlace, Poppletonexisting the plan Theincludes owned privately interspersed and Poppleton Area Redevelopment The construction involving located266units housing mixed-incomeconstruction Maryland, a rapidly changing city-designated a changing rapidlyMaryland, HAMPSTEAD COMMUNITIES Other 9% Tax Credit Tax 9% HOME Funds Before 82% 4% 14% s. Baltimore, Maryland Baltimore, 32 units Mixed Income and Special Use Apts Use Special and Income Mixed 32 units Site AuthorityHousing Formeron FundingSources Poppleton III home • effort Redevelopment Poppleton the of III Phase ofa mixtureof newtheconstruction includes witha units and apartmentflat townhomes materials construction in sustainability on focus withenergy efficienttenants providing and homes. • After After Tax Exempt Tax Bonds 4% Tax Credit HOME Funds HUD Funds Funds Local Before 19% 23% . r 13% 3% nit Multiple Site Assemblage Involving 7% partne 35% Construction and Rehabilitation Baltimore, Maryland HUD Mortgage & Subsidy Restructure, New 111-U of the resident advisory board as a special limited limited partner. credit limited partnership with the participation the property was originallycooperative developed but as has a HUD been restructured as a tax Gardens is thecomprehensive second neighborhood phaseplan in redevelopment of Hampstead’s the Poppleton neighborhood. Much of • Formerly known as Poppleton Phase II, Vintage • Vintage Gardens Gardens Vintage Apartments FundingSources HAMPSTEAD COMMUNITIES Historic Tax Credit Other Tax Exempt Tax Bonds Credit Tax 4% Funds Local ilitation expenditures expenditures ilitation 11% 27% 2% 7% 53% Washington, D.C. Washington, 81 historic units redeveloped in cooperation in redeveloped units 81 historic law. TOPA DC's under residents existing with FundingSources • Brightwood The three combines portfolio -properties Vizcaya and Valencia, Concord, managedfrom a central office . Total rehab and improvement focusing portion a significant $9.3Mwith exceed efficient energy highly property the making on Green The District’s with compatible and Standards. Building Brightwood • Tax Exempt Tax Bonds 4% Tax Credit Other ionon a focus with 65% 6% 29% 98 units California Mirage, Rancho Substantial rehabilitat Substantial and efficiencyenergy improving significantly upscale in this reducingconsumption water community. desert • • Villa Mirage Villa FundingSources OTHER HAMPSTEAD COMMUNITIES Fresno, CA Fresno, Los Angeles, CA Angeles, Los Wood Apartments Wood North Hollywood, CA Hollywood, North Concord Apartments Concord Denny Willow & Place MonoApartments Hilltop Clay Courts Clay Baltimore, MD Cumberland, MD Cumberland Arms Cumberland Hamlin Apartments Hamlin NorthCA Hollywood, OTHER HAMPSTEAD COMMUNITIES Delano, CA Phoenix, AZ Los Angeles, CA Angeles, Los Paradise Shadows Paradise Windward Apartments Windward ValleyApartments View Wasco, CA Oakland, CA Wasco Arms Wasco Rose Of Sharon Of Rose Cumberland, MD Old Manor Towne OTHER HAMPSTEAD COMMUNITIES Annapolis, MD Woodside Gardens Woodside Witmer Manor Los Angeles, CA Angeles, Los Hampstead ServicesHampstead Services Hampstead Services Hampstead P Plans and Specifications or UxU Work Write-Up (Mandatory) Submitted under separate cover. 2018 This deal does not require information behind this tab. Q 1. Real Estate Tax Abatement N/A 2. New project based subsidy from HUD or Rural Development 3. Rental Assistance Documentation (ex. RD/HUD HAP Contract; CHAP contract 2018 :A:.-' :A:.-' 6-02 17:26 From-NIXON PEABODY LIP +2025858080 1-061 P.03/13 F-237 U.S. Department of Housing i~ndUrban Development Office of Hc using y.""Y*UULU;-. *--**n--^L.- *".""."I Project-based ;Section 8 HOUSING ASSISTAN =E PAYMENTS BASIC RENEWAL. CONTRACT .------.-," I,"."..-- -C--C ---I PREPARATION OF CONTRACT Reference numbers h this form refer to note s at the exld of the comttext. keendnotes are instructions for e-parati of hBssic Renewal Con*&. The instructions are not part of the !? anewal Cox~bract TABLE OF SEi =fIONS 1 CONTRACT INFORMAION PROJECT TYPE OF RENEWAX, 2 TERM OF RENEWAL COmC1' 3 DEFNXONS 4 rnBWAI, COrnCT a Parties b Statutqauthority c Expiring Contract d Purpose of Renewal Corrtrar;t e Contract rmi~ 5 EXPIRZNG CONTRACT - PROVISI ONS KENEWED 6 CONTRACTRENT a hitial contract rests b Conmct rant adjustments in accor hcewith the Plan of Action (I) OCMor Budger-Based kutAc justments (2) Comparability adjustments (a) Applicability (b) Fayear ejustment (c~mparalaity adjustment at expimiion of each 5-year pmod, if applicable) c) Mid-term ad'ustment (discretiox ,axy comparability adjustmeat wiL 5-year tm1 (d) Adjusting contract rent (3) Procedure for rent adjustments dl ring renewal term (4) No other adjustments 7 OWNPSCWA-ES 8 OWN3R TEWATIONNOTICE 9 HJDRJ3QWMENTS 10 STATUTORY CMmCSES DURING l'ER.34 11 PHA DEFAULT Aor-16-02 17:26 From-NIXON PEABODY LLP t2025858080 1I PHA DEFAULT 12 EXCLUSION OF TMIEPPAhTY : UGWS 13 WRITTEN I\JOncEs SIGNAmS Art-16-02 17:27 From-MIXON PEABODY LLP U.S. Department of Housing and Urt an Development Office of Housing Project-based Section 8 HOUSING ASSISTANCE PAYMENTS BASIC RENEWAL CONTRACT] I, CONTRACT INFORMATION 2 PROJECT Section 8 Pmiect Number VA36M000086 Section 8 Project Number of Expirbg CI ,n-d N/A FRA 2roject Number (if applicable) - 05144161 Pmject Name ROYAL AR MS APARTMENTS Project Description3 401 E CR1SE;R FRONT ROYAL, VA 22630-2267 TYPE Of RENEWAL Check, this box for a pxo'ect rcncwed UI .dm Sdop5243) of II4AHR.A (not including a Mark- JpTo-Market n newal). [ 1 Check this box for a renewed at exception rests under Secxioa 524@)(1) of MAHRA. PARTIE5 TO RENEWAL CONTRACT A-r-16-02 17:27 From-N IXON PEABODY LLP Name of Contract ~dminhXrato~ U.S. Depment of Housing and Urban 3evelopment (HUD) Address of Contract Gamihistrator - ~alt~n~re~dtifamili~~~ dffi.ie , o,+~~ City Cresent Buildhg 10 South Howard Street, 5th Floor ~'Lw&DJ~,JA ,,Z3Zl$ Name of me6 Royal 1 Assochs, LP Address of Owner 168 Business Pzurk Drive Suite- 200 Virginia Beach VA 23462- 2. TERM OF RENEWAL CONTRACT a. The tam of the Xi9nmd Contr ~ct'begins on 05/01/2002 .6 b. Subject to the availability ofsu Ecient appropxiatioxss to make housing assistance payments fo ' my year in accmdance with the Renewal Contract, as determint d by EKD, the Renewal Contract &d m for a period of 19.C years, beginning on the first day of the term7. Section 8 housing as; istance payments to the Owner during the Renewal Contract te: m sball only be made fiom budgtt autho~qappropriated by the C mgress, d available for this purpose. 3. DEFINITIONS ACC. Annual co~lsutionscontract Anniversary. The annual recumacc of the date of the &st day of the tam of the Renewal Contract. Contract rent. The total monthly re ~tto omer fox a contract unit, including the tmaut rent (the portion ( $rent to owner paid by the assisted family). Contract units. The units in the Rc ject wMch rn identified in Exhibit A by size and applicable contract rent 1. Fifth year anniversary, The Rmm ral Contract. mual anniversary that falls at expiration of each 5-year peric d of the Renewal Contract term. Fifth year comparability adjustn lent An adjWent of conmct rents by the contract administrzltor at Ihe Fifth. Year Anniversary. The contract rent for each dtsize is set a comparable rent as shown by comparability analysis. HAP contract. A housing assistance F ~ymantscontract between the Contract Administrator and the Own6 .. H U D. The Unhd Stares Department )fMousing and Uxbm Development. k:-16-92 17:27 From-NIXON PEABODY LLP +2025858080 T-061 P.07/13 F-237 HUD requlrements. HUD regulati01 a and other requixements, iacIu&g changes in HUP regulations and. other requirements dYrjng the temz of the Renewal Contract. MAHRA. The Multifamily Assisted H xwing Reform and Mbrdstbility Act of 1997 (Title V of Public Law Nc .105765, October 27,1997,l I 1 Stat. 13 84@, as amended by section 5:; 1 (a) ofthe Depaxtments of Veterans Maks and Housing and Urb m Develo meat, Independent Agencies Appropriations Act, 2000 (P lblic Law Ra. 106-74, October 20, 1999,113 Stat. 1109ff). Mid-term cornparabillty adjustmt -nZ.An adjustment of carrtract mt~ by the contract administrator within ea :h 5-year period of the Rmewal Contract term (in addition to the amp irability analysis and $justment st the F3i.h Year Anniversary .The colrtx xt rent for each un.it slze is set at cornpaable rent as shown 6y cornpara dity analysis. OCAF. An operating cost adjustment brestablished 'by HUI). PHA. Public housing agency (as defin and qualified ia. accordance with fhe United Stabs Housiag Act of 193'7.42 U.S.C. 1437 et ~q.). Project The housing described in sec tion 1 of.the RdContsact. Renewal Contract. as contract, ir cludhg applicable provkiom of the Expiring Contract (as detenxriaed in at cardance with section 5 of the Renewal Contract). Section 8. Section 8 of the United St atm Housing Act of 1937 (42 U.S.C. 14379 4. RENEWAL CONTRACT a Pades i. The Renewal Contract is 1 housing assistance paymcmts contract ("HAPContract'' ) between the Conkact Administrator and the Ov ner offhe Pro'ect (see section 1). ii. If IiT.JD is the ~onlractA knhistcator, b may assign Rmewa]. Contmct to a fnr ~lichousing agency ("FHA") for &e purpose of PHA admirust ation of the Rmmd Contmcg as Contract Administratw, i. I accoxdance with the Rend Contract (d- the term ofthe annual contributions contract ("ACC't)been HJD e nd the PHA). N&-b such assignment, IND shall n main a party to dw provisions of thc Renewal Contract that sp 5ciQ HUDtsrole purm3ant to the Rmcwal Contract, i~clud'hg such provisions of section 9 @IUDrequ.hrnmt~)~ sec ion 10 f statutory changes during term) and section 11 (PH 9 defiult), of the Renewal Conlxact. b. Statutory authoriq 'The ]RtnewaI contract is atere i tn section 8 of the United States Housing Act of 1937 (42 37f), and sedan 524 of the MAHRA. C. Explrlng Contract Prewiously, the Contxact AAdmir ismtor and the Owner had entered into a W Contract ("expiring contzwt") to make Section 8 housing aiisistanm paymcnts to thc Owner for eligible families livh in thc Project. The term I tf the expiring wntriit will expire prior to the beginning of the ta m of the Renewal Contract. d. Purpose of Renewal Conk act i. Thc purpose of $IC Rent. val ConWis to renew the expiring contract for an additions term. During the tam of the Renewal Conaf the C )ntract Administrator shall make housing assistance pa nts to the Owner in accordance:wiih the provisions of the i?a ewal Contract. AP~-16-02 17:28 From-N IXON PEABODY LLP +2025858080 T-061 P.08/13 F-237 ii. Hawing assismce paymi :nG shall only be paid to the Owner for contract dtsocczlpie 1 hy eligible families leasing decent, safe and sanitary units fic m the Ownex in accordance with statutory requhents, ax d with all I.IUD regulations and othisr requuernents. If the Contract Administrator detdes that the Owner has failed to maintain one or more contract units in decent, safe and a mitary candition, and has abated housing assistance papats to the Owner for svch units, the Contract Administrator n ay use amounts othmvise payable to the Owner pursuant to be RwdConaacrt for thc puxposed of rslacating or rehousing assisted midents in other housing. e. Contract units The RmalContiact applies t the Contract units. 5. EXPIRING CONTRACT - PROVIS IONS RENEWED a Except as specifically modified by the Rmcwd Con- all provisions of the Expiring Cant :act are renewed (to the atatsuch provisions am consistmt with s. atutuxy requirememts in eff& at th~ be- of the Renewal Coat act term). b. All provisioas of the Expirk~g( lon~tconcerning my of the following subjects are not rena fed, and shall not be applicable during the renewal term: i. Identification of contract units by size axzd applicable contract rents; ii. The amount of the modLy contract rents; iii. Contract rent adjustment:; and iv. Project accaunt (sometin es called "HAPresenre'' or reserve") as revlously e: tablished and maintained by ursumt to Pon= Sectic n 8(c)(6) of the United States !tousing Act of 1937 (CU reatly Section 8(c)(5) of the Act, 42 U.S.C. 1437f(c)(S)). Seci ion 8(c)(5) does not apply to the Renewal Con- ox to 1 layment of housing assistance payments ddgthe R8n swal. Contract tarn. c. The Renewal Contract ;inclub those provisiom of the mirbg Contract that are renewed in ac :ordance with this section 5. 6. CONTRACT RENT a lnit9al contract rents At the beginning of the Rfnxew; d Contract term, and until contract rents fo~dts in the hojeot m djusted in accordance with section 6b, the contract rent for each bc droom size (number of bedrooms) shall be the initial contract rant amaunt listed in Exhibit A of tbe Renewal Contract. b. Contract rent adjustmerib i. OCAF or Budget-Basec I Rept Adjustments 1. Except asprovidetiin section 6b 2) below (conc~g comparab~lityadjr stmants at eac6 Fifih Year A3uoive~saryand d :sc&onary com;parabity adjustments withit.each five-year tam),during the term of the Rmm 4 Contract the Contract Adrojnistrato~shd 1aonuaUy, on the anniversary of the Renewal Contract adjust th amounts of the monthly contract roots hat .cordar\cewith KUD requirements by either of the follm ring mathods (as dctamind by the Contract Adminis rator in accordmce with HUD AP~-16-02 17:28 From-\ IXON PEABODY LIP requirementi): a. Using an OC G;or b. At the requer t of the owner, based on the budget for the Projet ,t, as approved by the Contract Admiaisbdc r in accordance with HUD requirements 2. Adjments by US^ of the OCAF shall not result in a negative adjustma t (decrease of the contract rents. The OCAF shall nc t be wad f'or adjustment of rent at each FiAh Year An livmary (as determined in accordanoe with se Aion 6b(2)(b) below). ii. Comparability adjustm~:nh 1. Applpli~ability.This Wondb(2) is applicable only if the contract has bet n renewed puxsuant to Section 524(a) ofMAWRA This staion 6b(2) does not apply to a project mewe i at exception rents under Secbon 524@)(1) of MAK LA (See section 1 ofthe Renewal Contract). 2. Fifth year ad*u~rmem (comparability adjustment at expjmtion o1 each : ;-yw eriod, if applicable). 1. This section jb(2)J) is only applicable if the tam of the E enewal Contract 1s longer than five (5) years (km the first day of the term specified in sedion 2a I. 2. At the axpk tion of each 5-year &iod of rhe Renewal Co)ttmct tenn ("Fifth 4'tax Aanivcrsary' ), the Contrar;t; A.Mstrator shall conduct a co nparability analysis of existing contract rent ;. At such Fifrh Year Anniversary of the Renewal Contract, the Conaact Administrator shall make a ly adjustmeats in b monthly contract rent 1, as reasonably determined by the ConBact Ad; ninistcator iu accordance with HUD requirment!, necessary to set the con- rent for each unit size at comparable market rent. Such adjustr rent may result in a negative adjmtmmt ( iecrease) or positive adjustment Camease) of the contract mts for one or more unit sizes. 3. To assist in 1 he redetermination of con^ rents at each F* Year Aanivmary, the Contrast Ad.miPiset.atr Ir myrequire that the Owner submit to the Conm ct Administrator a rent comparabilil y study prepared (at the Owner's expense) in ; rccordance with HUD requirements. 3- Mid-tm adjustcot nt (discrhonary comparability adjustment within i-year term) Zn addition to the c omparability analysis and ad'ustmtnt of contract rents a1 the Fifth Year Anniversary, Lm . may, at .tls dis :retion, require or pdtthe Contract Administ ator to conduct a comparability analysis and adjus mem of contract rents ("mid-tm adjustment"), one nore time within aach 5-year period of the Renewal Co atract term. 4. Adjusting contracl rent At the time of a fil th year or mid-term corn arability adjusment, the Cc ntract Administrator d1 make my !:,.-Y-! 8-12 17:29 From-NIXON PEABODY LLP +2025858080 T-061 P.10/13 F-237 adjmen*i in rhir 1n~nthly contmt rents, as reasonably detdedby the { !ontract Administrator in accordance with HI JD requirements, aecess the contract mtfo: , each unit size at compara$ ie to rent set Such adjustment m iy result in a negative adjustment (decrease) or psiti fe adjustment (increase) of the contract rmrs for o re or more unit sizes. iii. Procedure fox rent adju stments during renewal term 1. To adjust contract J ents during the terrn ofthe Rmwal Con- (includin~an OCM or budget-based adjustment in accol dance with section 6b(l), ox a fifth year or midterm ad ustment in accordance with section 6b(2)), the Contrac :Administrator shd give the Owner notice with a reviac d Exhibit A that specifies the adjusted contract n nt amounts. 2. The revised Exhibi.A shall specify the adjusted contract rent amow it for each Woomsize as detedby the 1 3ontract Ad.ufinistrator in accordaace with th s section. The adjustment laotice by the Contract Admi ~istratorto the Qwaer shall specify when the adjushne kt of comet rent is efFective, 3. Notice of mt adiu :tment bv the Conm~dmhistrator to the Owner sbi;il autama6cally constitute an amendment of the Zenewal. Conttact. iv. No other adjwtmenta Except for conwtct rent 2 djustments in accordance with this section, there shall not be any other adjustmmts of the conmct mts during the mn oftb.e Renewal Contract. Special adjustments shall not be $cant~I. 7. OWNER WARRAN'TIES a The herwmts that it has the legal right wecute the Renewal Contract and to lease - IweUing units covered by the conlmct. b. 'he Owner warrants that the re ltal units to be leased by the OWDX under the Renewal Contract art in decent, safe and sanitaty condition (as defined and debr nined in accordance with HUD regulations and procedm), am d shall be maintained in such condition during the term of thl: Renewal Conkact. 8. OWNER TERMINATION NOTICE a Befo~tamhation ofthe Rane wal Contract, the Owner shall provicle written notice to the Cj bntmct hidnimrand each . assisted family h accordance 3 it.IMUI) reqdhzts. b. If the Ownar IXls to provide st ch notice in accordance with the law and HU]) requirements, the O\ mar may not increase the tamt rent payment for any assist4 famil I until such time as the Owner bas provided such notice for the rn pired period. 9. HUD REQUIREMENTS The Renewal Contract shall be const: ued and adninistered in accordance with dl stamtory requiremen%,and u dth all HUD regulations and other requirements, including changes in E UD regulations and 0tb.a requirements during the krm ofthe X .mewal Contract However, any clmges in HUD requirements that a E inconsistent with rhe provisions of the rCmewa1. Contract, inch- the : novisions of section 6 (contract mt), shall not be applicable. ??*-16-Q2 17:29 F r om-N I XON PEABODY LLP t2025858080 T-061 P.1\/13 F-237 'lo. STATUTORY CHANGES DURIN( i TERM If any statutoxy change dathe ten .I of the Renewal Contract is inconsistent with section 6 of the Ren :wal Contract, and ifHIX) determines, and so norifies the Contra x Add&@ator axld the Owner, that the Contract Administrator is unable 1 3 cauy out the provisions of section 6 because of such statutory change, th sn the Con- Administxatm or the Owner may terminate the Renewal Cc nnact upon notice to the other party. 11. PHA DEFAULT a. This section 11 of the Renewal Contract applies if &e Contract Administnitor is a IPKA acting i s Contract AdminjS~spursuant to an annual contributions conb act ''ACC") between the PWA and HUX). 'This jncludes a case whc :e & assign4 tha Renewal Contract to a PHA Contract Ad nhkmimr, for the puxpose of FHA adrninisttation ofthe Rmewal t kmaact, b. If HUD determines that tb~PH 1has committed a material and substantial bmch of the PHA's obligation, as Conbact Adminisbator, to make housini assistance payments to the Owner in accordance with the provisio ~sof the Renewal Contract, and that the Owner is not in default of it i obligations under the Renewal Contract, HUD shall take any a Aiou rrUD determines mcasary for the continuation of housing ass:stants payments to the Owner in accordahca with the RamC ~ntract. 12. EXCLUSION OF THIRD-PARTY,. IZIGHTS a. The COnW A- dot :snot aS61.m~any responsibility for injury to, or any liability ta, an\ pwnh$ud as a reNt ofthe Ownds action or failure to act in coanccnon with the Contcact Adminisbator's hp].ementatior of tbe rienewal Con.bactI or as a result of any other action or fsi; ure to act by the Owner. b. The Owner is not the: agent oft le Contract Admistratox or HUD, and tht Renewal Contract does not create or affect any relationship bmeen the Contract Administ .atm or ).TtTn and any Imder to the Owner or any suppliers, emplq lees, con~orsor subcon~actors used by the in comectic: n with implementation of fhe Renewal Contract. c. If the Contract Administrator it a PHA acting as Coxrtract Adminimtar pursuant to an zu nual contributio~lscontract ("ACC") betwccn the PHA and W,th :Contract Administrator is not the agent of W,and rhe Renew ICuntract does not create my relationship between WD and any su Em, employees, contractors or subcontractors u ;ed by 8e Contsact AMtramrto carry out functions or responsD !%tiesin connection with can- administrazion mdex thc ACC. WRITTEN NOTICES a. Any notice by the Con- Ad rhhtmtor or the Owner to the other paay pursuant to the Renewal :ontract shall be given in dting. b. A party shall give notice at the ather party's adhss specified in section 1 of the 'Reed Conb Lct, or at such other address as the other party has deggnated by a contract notice. A party gives a notice to the other pmby tak ag steps reasonably required to deliver the notice in ordinary o ~urseof business. A party receives notice when the notice is duly t lalivered at the party's designated address- Aor-16-02 17:30 F rum-N IXON PEABODY LIP SIGNATURES United States of America OWNER Department of Housing and Urban Development By: ... By: Contract Number: VA36M000086 Contract Version: Besic524-20010220=attl1 A:!-16-02 17:30 F rom-N I XON PEABODY LLP IDENTIFICATION OF UNITS ( 'CONTRACT UNITS") BY SEE AND APPLICABLE CONTRACT RENTS ------(*. ------., . -",. - ---..\--. -...... , , Section 8 Number: VA36M000086 Rent Wective Dab: 05/01/2002 NOTE: This Exhibit will be mdedby Cox hact Admitlistrator notice to the Ownex to spcci-fy adjusted contract rent am01 nts as dekmiaed by the Contract Admhisuatar in accordance 4th section 6b ~fthe Renewal Contract. HESSEL ALUISE AND NEUN, PC ATTORNEYS AT LAW VIA OVERNIGHT DELIVERY AND ELECTRONIC MAIL (via [email protected]) October 23, 2018 Blanca Romero Account Executive U.S. Department of Housing and Urban Development 600 East Broad Street, 3rd Floor Richmond, VA 23219 Re: Royal Arms Apartments Front Royal Virginia HAP Contract No. VA36-M000-086 Request for HUD Approvals Dear Ms. Romero: On behalf of Royal Arms Community Partners, LP, a Virginia limited partnership (the “Proposed Owner”), an affiliate of our client Community Preservation Partners (“CPP”), we write to request the U.S. Department of Housing and Urban Development’s (“HUD”) approval to transfer Royal Arms Apartments (the “Project”) from Royal Arms Associates, L.P., a Virginia limited partnership (the “Current Owner”), to the Proposed Owner. The Proposed Owner intends to rehabilitate the Project to restore its physical condition and ensure its preservation as high quality, affordable housing. The Proposed Owner respectfully requests approval of the following items: 1. the assignment of the Project’s Section 8 project-based Housing Assistance Payments Contract (the “HAP Contract”) to the Proposed Owner; 2. that HUD consent to the assignment of the HAP Contract as security for the Project’s new financing; 3. approval for Winn Management Company, LLC (“Winn”) to manage the Project; 4. the early termination of the existing HAP Contract in order to replace it with a 20-year Mark up to Market (“MUTM”) form of contract with a post-rehabilitation rent increase under Chapter 15 (the “Chapter 15/MUTM Renewal”) of the Section 8 Renewal Policy Guide (the “Guide”); 5. the form of Section 8 Use Agreement that will be recorded in connection with the new Chapter 15/MUTM Renewal; and 6. an assignment of the Project’s Amended and Restated 236(e)(2) Use Agreement. Closing is targeted to occur in January 2019 and approval of the requested rent increase is needed by December 15, 2018. Information and materials included in this request have been provided by the Proposed Owner. 1100 17TH STREET, NW, SUITE 1100, WASHINGTON, DC 20036 TEL. 202.466.5300. hanpc-law.com Re: Royal Arms Apartments October 23, 2018 Page 2 of 9 I. OVERVIEW OF THE PROJECT The Project is located in Front Royal, Virginia. The Project has 144 rental units, 100 of which are subsidized under an Option 2 Basic Renewal HAP Contract that terminates April 30, 2021. The original HAP Contract was a Loan Management Set Aside HAP Contract. The Project received an 84c on its last REAC inspection in 2018 and Above Average on its last MOR in 2018. The Project was originally financed with a 236 FHA insured loan. In 2002, the Current Owner of the property refinanced the Project. As part of the refinancing, the Current Owner entered into an Agreement for Interest Reduction Payments (“IRP”) for the Project that decoupled the IRP from the original 236 loan and used it to support the refinancing. The Current Owner entered into an Amended and Restated IRP Agreement in 2011 and the IRP for the Project was paid in full in 2016. In 2017, the Current Owner and HUD entered into an Amended and Restated 236(e)(2) Use Agreement, which confirms the termination of the IRP Agreement. The Amended and Restated 236(e)(2) Use Agreement terminates in 2021. All existing financing will be prepaid by the Current Owner at closing. II. PRESERVATION FINANCING AND REHABILITATION PLAN In order to ensure the Project’s long term viability, the Proposed Owner will acquire the Project and finance repairs and improvements, as further described below. A. Financing The Proposed Owner will purchase the Project with new debt and equity financing consisting of a construction to permanent loan from Citibank, N.A. in the approximate amount of $14,445,000 (the “New Loan”), approximately $6,059,890 of equity generated from the sale of 4% low income housing tax credits (“LIHTC”), and an approximately $841,184 deferred developer fee. A copy of the estimated Sources and Uses is enclosed for HUD’s review as Exhibit 1. B. Rehabilitation Work The financing will allow the Proposed Owner to invest approximately $40,000 per unit in hard construction costs to complete a major rehabilitation of the Project and to preserve the property as part of the affordable housing stock into the future. The Proposed Owner plans to make extensive repairs and upgrades to the building exterior, interior, and grounds, including roof and window repairs as needed; new hot water heaters and AC systems; upgraded kitchens with new appliances; upgraded bathrooms including new cabinets and fixtures; upgrades to common areas and community rooms; and landscape and security upgrades. For more detail, an initial scope of work is enclosed as Exhibit 2. The Proposed Owner expects the rehabilitation to take nine months. The Proposed Owner will work to make the rehabilitation as non-disruptive for tenants as possible and plans to perform the rehabilitation while tenants remain in the buildings or, as necessary, provide short- term temporary relocation to nearby hotels. For more information, please find a copy of the Proposed Owner’s relocation plan enclosed as Exhibit 3. Re: Royal Arms Apartments October 23, 2018 Page 3 of 9 III. OVERVIEW OF PROPOSED OWNER AND MANAGEMENT AGENT A. Proposed Owner The Proposed Owner is a single asset entity affiliated with CPP and The Hampstead Group, LLC and Hampstead Development Partners, LLC (“Hampstead”). CPP is the CPP was established by WNC & Associates (“WNC”) in 2004. WNC has been a national investor in housing and community renewal initiatives since 1971. CPP’s mission is to preserve and recapitalize affordable housing and since its founding has acquired, developed and rehabilitated over 6,500 units nationwide. Hampstead is also an experienced affordable housing developer. More information on Hampstead can be found at www.hampstead.com. The .01% general partner of the Proposed Owner is Royal Arms GP, LLC, a California limited liability company (the “General Partner”). The General Partner is a joint venture of WNC and Hampstead entities as described in the attached organizational chart. The WNC entity will serve as the Managing Member of the General Partner. Other WNC entities also have passive roles as a special limited partner and investor limited partner in the Proposed Owner. The Proposed Owner will file its 2530 in APPS, to be included in Exhibit 4. The Proposed Owner’s organizational chart, certain initial organizational documents, and IRS confirmation of the Taxpayer Identification Number are also enclosed as Exhibit 5. Financial information for the Proposed Owner is enclosed as Exhibit 6. An REO Schedule for WNC is enclosed as Exhibit 7. A limited liability company investor (“LLCI”) certification for the WNC limited partner will follow. B. Management Agent The Proposed Owner intends to bring in Winn Management Company LLC (“Winn”) as the new management agent for the Project, subject to HUD approval. Winn is an experienced manager of affordable and project based Section 8 housing. Winn manages more than 100,000 units, including numerous Section 8 units. Winn has filed its 2530 in APPS. The following management documents for Winn are enclosed as Exhibit 8. A. Evidence of APPS filing B. Management Entity Profile (HUD form-9832) currently on file with HUD; C. Project/Owner’s Management Certification (HUD-9839b); D. Project’s approved Affirmative Fair Housing Marketing Plan (HUD 935.2); and E. Tenant Selection Plan. IV. CHAPTER 15/MUTM RENT INCREASE – AS-IS RENTS AT CLOSING AND POST- REHAB RENT UPON COMPLETION OF REHAB Pursuant to Chapter 2-4 and Chapter 15 of the Guide, the Proposed Owner requests early termination of the current HAP Contract renewal and execution of the Chapter 15/MUTM Renewal. We understand that HUD will process the Chapter 15/MUTM Renewal and rent increase with the following terms: 1. Form and Term: A MUTM form of renewal contract will be issued by the closing date and effective on the first of the month after the closing date. It will have a 20 year term plus a Preservation Exhibit. 2. Post-Rehabilitation Rents: The requested post-rehabilitation rent increase will be effective at post- rehabilitation because the new loan will not begin amortizing at closing with full monthly payments of principal and interest due immediately. The contract rents will be reflected on an Exhibit A to the MUTM renewal contract. Re: Royal Arms Apartments October 23, 2018 Page 4 of 9 Unit Type Current “As-Is” “Post-Rehab” Rents (# Sec. 8) Rents Market Rents Effective at Post- Rehab 1BR - 36 $809 $950 $1,130 2BR - 47 $886 $1,035 $1,215 3BR – 17 $1,008 $1,170 $1,350 3. Utility Allowance: The Proposed Owner is requesting that HUD continue the utility allowance that recently went into effect with the May 1, 2018 rent adjustment date. 4. MUTM Addendum: The Chapter 15/MUTM Renewal will also include the Addendum to Renewal Contract under Option One or Two for Capital Repairs and/or Acquisition-Post-Rehabilitation Rents at Closing (form HUD-93181) as modified for this transaction (the “MUTM Addendum”). A. MUTM Option One-B Eligibility The Project is eligible for Option One-B Discretionary MUTM under Section 3-6 of the Guide because the Project has community support evidenced by the Proposed Owner’s upcoming LIHTC allocation. Additionally, the Project meets the requirements for early termination under Section 2-4.B of the Guide and all the general eligibility criteria in Section 3-2 of the Guide for MUTM: a) Rents: As described in the Rent Comparability Study (“RCS”), the current rents are below comparable market rents. b) MOR: The Project received an “Above Average” score on its 2018 MOR. c) REAC: The Project received a REAC score of 84c. d) FASS Findings: To the best of Proposed Owner’s knowledge, there are no open FASS findings related to the Project. e) Ownership: The Proposed Owner is profit-motivated. The information required under the Guide for an Option One-B Discretionary MUTM with a post- rehabilitation rent increase is enclosed as Exhibit 9 for HUD’s review. A. Original Contract Renewal Request Form (form HUD-9624); B. Original Renewal Worksheet for Option One-B (form HUD-9624); C. Initial Eligibility Worksheet; D. Information about Community Support – The transaction will be financed with a loan funded from the issuance of tax-exempt bonds by the Virginia Housing Development Authority (“VHDA”), together with “as of right” 4% LIHTCs. We will submit additional information on the allocation when available. E. Rent Comparability Study (the “RCS”) and Original Owner’s Certification; F. Lender Letter – To Follow G. Draft Rent Schedules (form HUD-92458) – As-Is and Post-Rehab; H. Draft MUTM Addendum (form HUD-93181) and a comparison against the HUD form; I. Draft 24 CFR Part 245 Tenant Notice; and J. Draft Preservation Exhibit. Re: Royal Arms Apartments October 23, 2018 Page 5 of 9 HUD-Commissioned RCS is Not Required: The Proposed Owner’s RCS provides both “As-Is” and “Post- Renovation” rents for the Project’s units. After calculating the median gross rents for the Project as-is and post-rehabilitation, it is concluded that the Project’s median gross rents do not exceed 140% of the “Gross Rents by Zip Code Tabulation Area” as published by the U.S. Bureau of the Census. The 140% median gross rent for zip code 22630 is $1,302. The Project’s as-is median gross rent is $1,035 and the post- rehabilitation median gross rent is $1,215, both of which are below the 140% median gross rent for zip code 22630. Therefore, pursuant to Section 9-14 of the Guide, a HUD-commissioned RCS is not required. B. Compliance with Chapter 15 Requirements 1. Existing HAP Contract and Rents: The existing HAP Contract renewal is Option 2 Basic Renewal and qualifies for early termination. The existing contract rents are below as-is market comparable rents as required by Chapter 15, as shown on the chart in Section IV above (Guide 15-4(A)(2)). In accordance with Section 15-6(A)(1) of the Guide, the RCS analysis of post-rehabilitation comparables assumes all rehabilitation work has been completed as of the date of the RCS. 2. Intent to Sell: The Purchase and Sale Agreement is enclosed as Exhibit 10, evidencing the intent to sell the Project to the Proposed Owner. 3. Tenant Protections: The existing HAP Contract covers 100 of the Project’s revenue-producing units. All existing Section 8 tenants are protected under HUD’s Section 8 rules and will continue to pay Section 8 rents as long as they remain eligible for Section 8 assistance. Thus, the proposed rent increase will have no impact on the Project’s Section 8 tenants. The other 44 households at the Project are protected under the Amended and Restated 236(e)(2) Use Agreement until 2021. The Proposed Owner is not planning to request any increase in rents for existing tenants as a part of this transaction. For projects in areas meeting certain low vacancy requirements and having expiring HUD use restrictions, HUD currently provides an opportunity for eligible households to receive rental assistance in the form of Section 8 Project-Based Vouchers (“PBV”) under Notice PIH 2018-02, Funding Availability for Set-Aside Tenant-Protection Vouchers – Fiscal Year 2017 Funding (the “TPV Notice”). If similar funding authority is available in 2021 when the Amended and Restated 236(e)(2) Use Agreement expires, the Proposed Owner intends to apply for PBV protection for then eligible tenants. 4. 20 Year Section 8 Use Agreement: Pursuant to Chapter 15, Section 15-5(A) of the Guide, the Proposed Owner will enter into a Section 8 Use Agreement that will, among other things, require it to continually renew the HAP Contract if such renewals are offered by HUD for at least 20 years. The Section 8 Use Agreement will fulfill the Proposed Owner’s mission to preserve this community asset for many years to come. A draft Section 8 Use Agreement, including a comparison marked against the HUD form, is enclosed as Exhibit 11. 5. Rehabilitation Scope of Work: The Proposed Owner’s Scope of Work is discussed above and enclosed as Exhibit 2. The listed repairs will meet or exceed the requirements of the Property Condition Report prepared by Partner Engineering and Science, Inc. (the “PCR”), which determined that the planned level of rehabilitation is adequate for the Project’s condition. A copy of the PCR is enclosed as Exhibit 12. Re: Royal Arms Apartments October 23, 2018 Page 6 of 9 6. Environmental Review: A Phase 1 Environmental Site Assessment (“Phase 1”) for the Project prepared by Partner Engineering and Science, Inc. is enclosed at Exhibit 13. No recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions were identified in the Phase 1. The Phase 1 identified a few environmental issues. The first issue is related to asbestos containing materials found in several building materials. The Phase 1 recommends that the asbestos containing materials be properly removed prior to any renovation. In addition, due to the presence of radon at the Project, the Phase 1 recommends long-term testing be completed or the installation of a radon mitigating system. Finally, the Phase 1 found lead in water sampling from locker room sinks and recommends the plumbing connections be investigated for the presence of lead pipes and/or solder. The Proposed Owner will follow the foregoing recommendations in connection with the rehabilitation work at the Project. 7. Physical Accessibility Requirements: As part of the rehabilitation, the Proposed Owner will make sure that the Project is in compliance will all applicable physical accessibility requirements to the extent feasible. 8. REAC: The Project’s most recent 2018 REAC inspection resulted in a score of 84c, well above the required minimums at Guide 15-13(A). 9. Reserve for Replacement: The Proposed Owner will be funding a new reserve for replacement account to be held by its lender after completion of the rehabilitation. The account will have an ongoing deposit requirement of $300/unit/year, per the lender’s requirements, which will be designed to address the Project’s physical needs going forward after the rehabilitation. The PCR contains a 15 year reserve analysis assuming current conditions, which calls for an inflated amount of $888/unit per year for a total of $1,917,781. Once the items in the planned scope of work are removed from the reserve table, that amount would drop to $600,000, which equates to $40,000 per year or $278/unit/year, below the $300 as required by the lender. As there is no HUD insured financing on the Project and the HAP Contract does not contain a replacement reserve requirement, there will be no HUD controlled replacement reserve. V. ADDITIONAL DOCUMENTS REQUESTED BY FIELD OFFICE We understand that your office requests all submissions for HAP contract assignments include the following items: 1. Name and address of escrow agent and anticipated closing date: The closing is targeted for January 15, 2019. The escrow company contact information is below: Cheryl A. Greer Commonwealth Land Title 888 S. Figueroa Street Suite 2100 Los Angeles, CA 90017 2. Any proposed lease or lease addenda: The Proposed Owner will use the HUD model lease at the Project. 3. Closing items: The Proposed Owner’s DUNS is 116670046. A direct deposit form and SAM registration will follow under a separate cover closer to closing. Re: Royal Arms Apartments October 23, 2018 Page 7 of 9 VI. HUD APPROVALS REQUESTED In accordance with HUD’s guidelines, we are writing to request the following approvals: 1. Assignment of HAP Contract: The Proposed Owner requests HUD approval of the Assignment of the HAP Contract to the Proposed Owner. The proposed form of Assignment, Assumption and Amendment Agreement as well as a comparison against HUD’s standard form are enclosed as Exhibit 14. 2. Consent to Assignment of HAP Contract as Security for Financing: The Proposed Owner requests that HUD consent to assignment of HAP Contract as security for the financing. Enclosed as Exhibit 15 is the proposed form for HUD’s review, as well comparison against the standard form. Upon HUD’s review and approval, we will provide original counterparts executed by all parties. 3. Approval of Management Agent: The Proposed Owner requests HUD approval of a new Management Agent including approval of its 2530 filing in APPS. The management agent documents are enclosed as Exhibit 8. 4. 20 Year HAP Contract Renewal and Rent Increase: The Proposed Owner requests a new 20 year MUTM HAP Contract renewal for the Project to go into effect on the first day of the month after closing with a post-rehabilitation rent increase as listed below effective at the conclusion of rehabilitation. The HAP Contract will contain the MUTM Addendum to ensure the capital repairs are completed. We request continuation of the current approved utility allowances, as these utility allowances went into effect in May, 2018. Unit Type Current “As-Is” “Post-Rehab” Rents (# Sec. 8) Rents Market Rents Effective at Post Rehab 1BR - 36 $809 $950 $1,130 2BR - 47 $886 $1,035 $1,215 3BR – 17 $1,008 $1,170 $1,350 5. Section 8 Use Agreement: Pursuant to Section 15-5(A) of the Guide, the Proposed Owner will enter into a Section 8 Use Agreement. Enclosed as Exhibit 11 is the proposed form for HUD’s review as well as comparison against the standard form. Upon HUD’s review and approval, we will provide original counterparts executed by all parties. 6. Assignment of the Amended and Restated 236(e)(2) Use Agreement: The Proposed Owner requests HUD approval of the Assignment of the Amended and Restated 236(e)(2) Use Agreement to the Proposed Owner. A draft of the form of Assignment and Assumption of Use Agreement is enclosed as Exhibit 16A along with a reference copy of the Amended and Restated 236(e)(2) Use Agreement as Exhibit 16B. Re: Royal Arms Apartments October 23, 2018 Page 9 of 9 EXHIBITS Exhibit 1: Sources and Uses Statement Exhibit 2: Estimated Scope of Work Exhibit 3: Relocation Plan Exhibit 4: Proposed Owner 2530 – To Follow Exhibit 5: Proposed Owner Organizational Documents Exhibit 6: Proposed Owner Financials Exhibit 7: REO Schedule and Balance Sheet Exhibit 8: Management Agent Documents: A. Evidence of APPS filing B. Management Entity Profile (HUD-9832) C. Project/Owner’s Management Certification (HUD-9839b) D. Affirmative Fair Housing Marketing Plan (HUD-935.2) E. Tenant Selection Plan Exhibit 9: 20-Year Option One-B HAP Renewal Paperwork: A. Contract Renewal Request Form (HUD-9624) B. Renewal Worksheet for Option 1B (HUD-9624) C. Initial Eligibility Worksheet D. Information about Community Support E. RCS with Proposed Owner’s Certification and Checklist F. Lender Letter – To Follow G. Draft Rent Schedules (form HUD-92458) – As-Is at Closing and Post-Rehab H. Draft MUTM Addendum (form HUD-93181) and a comparison against the HUD form I. Draft 24 CFR Part 245 Tenant Notice J. Draft Preservation Exhibit Exhibit 10: Purchase and Sale Agreement Exhibit 11: Draft Section 8 Use Agreement (HUD-90055) and comparison against HUD form Exhibit 12: Property Condition Report Exhibit 13: Phase 1 Exhibit 14: Draft Assignment, Assumption and Amendment of HAP Contract and comparison against HUD form Exhibit 15: Draft Consent to Assignment of HAP Contract as Security for Financing (HUD-9649) and comparison against HUD form Exhibit 16: Assignment and Assumption of 236(e)(2) Use Agreement A. Draft Assignment and Assumption of Use Agreement B. Reference copy of 2017 Amended and Restated 236(e)(2) Use Agreement R Operating Budget Documentation Not-Applicable 2018 This deal does not require information behind this tab. S Permanent Supportive Housing Certification Not-Applicable 2018 This deal does not require information behind this tab. T Financing Sources (incl Subsidized Funding) . Donated land or below market land leases . Financing commitment from Locality or LHA . Tap fee waivers . Virginia Housing Trust Fund . VOICE $ . Bank loan commitment . Locality resolution Subsidized Funding = $ used to reduce development costs (but not REACH $) Not-Applicable 2018 U Documentation to Request Exception to Restriction (Pools w/Little or No Increase in Rent Burdened Population) Not-Applicable 2018 This deal does not require information behind this tab. V Non-profit or LHA Purchase Option or Right of First Refusal Not-Applicable 2018 This deal does not require information behind this tab. W Attorney’s Opinion (Mandatory) 2018 Y Marketing Plan (Mandatory for Units Meeting Accessibility Requirements of HUD Section 504 & Developmental Disability) This marketing plan must indicate that the development will be listed on virginiahousingsearch.com Not-Applicable 2018 This deal does not require information behind this tab. This deal does not require information behind this tab. This deal does not require information behind this tab. This deal does not require information behind this tab. This deal does not require information behind this tab. This deal does not require information behind this tab. This deal does not require information behind this tab.