West Minster Oaks - 2009 VA

2009 Federal Low Income Housing
Tax Credit Program
Application For Reservation
Deadline for Submission
9% Competitive Credits
Applications Must Be Received At VHDA No Later Than 5:00
PM Richmond, VA Time On May 15, 2009
Tax 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
v1.2.2009
Low Income Housing Tax Credit Application for Reservation
Please indicate if the following items are included with your application by checking the appropriate boxes. Your
assistance in organizing the submission in the following order, and actually using tabs to mark them as shown, will
facilitate review of your application. Please note that all mandatory items must be included for the application to be
processed. The inclusion of other items may increase the number of points for which you are eligible under VHDA's point
system of ranking applications, and may assist VHDA in its determination of the appropriate amount of credits that it may
reserve for the development. You are therefore encouraged to submit as much requested information as is available, but
their inclusion is not mandatory for review of your application.
Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

Hard Copy of All Application Pages With Signature (MANDATORY)
Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORY)
$750 Application Fee (MANDATORY)
Tab A: Documentation of Development Location:
A.1 Qualified Census Tract Certification
A.2 Revitalization Area Certification
Location Map
Surveyor's Certification of Proximity To Public Transportation
Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATORY
Tab C: Virginia State Corporation Commission Certification (MANDATORY)
Tab D: Principal's Previous Participation Certification and Resumé (MANDATORY)
Tab E: Nonprofit Questionnaire (MANDATORY for points or pool)
The following documents need not be submitted unless requested by VHDA:
-Nonprofit Articles of Incorporation
-IRS Documentation of Nonprofit Status
-Joint Venture Agreement (if applicable)
-For-profit Consulting Agreement (if applicable)
Tab F: Architect
Architect'ss Certification (MANDATORY)
Tab H: PHA / Section 8 Notification Letter
Tab I: Local CEO Letter
Tab J: Homeownership Plan
Tab K: Site Control Documentation (MANDATORY)
Tab L: Plan of Development Certification Letter
Tab M: Zoning Certification Letter
Tab N: Copies of 8609s To Certify Developer Experience
Tab O: (Reserved)
Tab P: Plans and Specifications and Work Write-Up (MANDATORY)
Tab Q: Documentation of Rental Assistance
Tab R: Documentation of Operating Budget
Tab S: Documentation of Project Budget
Tab T: Documentation of Financing Sources
Tab U: (Reserved)
Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal
Tab W: Original Attorney's Opinion (MANDATORY)
Tab X: (Reserved)
Tab Y: Marketing Plan for units meeting accessibility requirements of HUD section 504
Tab Z Market Study (MANDATORY-Application will be disqualified if market study not submitted with the application)
2009 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation
VHDA TRACKING NUMBER 2009-Z-139

I. General Information
All code "Section" references are to, and the term "IRC" shall be deemed to mean, May 12, 2009
the Internal Revenue Code of 1986, as amended. (Date of Application)
A. Development Name and Location:

1. Name of Development Westminster Oaks
2. Address of Development 8227 Maple Leaf Court
(Street)
Springfield Virginia 22153
(City) (State) (Zip Code)
3. If complete address is not available, provide longitude and latitude coordinates (x,y) from
location on site your surveyor deems appropriate.
Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections are not available.
(Coordinates should be the same as those listed on pg 13, if applicable)
4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:
City/County of Fairfax County (ie; Richmond City, Chesterfield County; see application manual)
5. Does the site overlap one or more jurisdictional boundaries? Yes No
If yes, what other City/County is the site located in besides the one mentioned above?
6. Is the development located in a Metropolitan Statistical Area? Yes No
7. Census Tract the development is located in: 51059492400
Is this a Qualified Census Tract: Yes No (If yes, attach required form in TAB A)
8. Is the development located in a Difficult Development Area? No
9. Is the development located in a revitalization area? Yes No (If yes, attach required form in TAB A)
10. Is the development an existing RD or HUD S8/236 development? Yes No (If yes, attach 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.
a. Applicant agrees to waive all rights to any developer's fee or
other fees associated with acquisition and/or rehab. Yes n/a
b. Applicant has obtained a waiver of this requirement from VHDA
prior to the application submission deadline. Yes n/a
11. Is the development located in a census tract with a poverty
rate <10% with no tax credit units currently present? Yes No
12. Is the development listed on the RD 515 Rehabilitation
Priority List? Yes No
13. Congressional District 11 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf
Planning District 8 http://www.vapdc.org/aboutpdcs.htm#PDC%20Map
State Senate District 39 http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdf
State House District 42 http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf
14. Location Map Attached (TAB A)
B. Project Description:
In the space provided below, give a brief description of the proposed project.
This community is a 100% project based Section 8 assisted property with three years remaining on its thirty year HAP Contract.
The proposed redevelopment will keep this 100% townhouse community for families from being lost from the affordable housing
stock in three years when affordability controls expire.
The renovation program includes all new kitchens, new roofs and additional brick to provide long term low maintenance exteriors.
A second full bath for the three bedroom townhouses will be included. The rehabiltation will include Energy Star upgrades to all
major systems as possible for all-electric complexes.
2009 Page 1
Low Income Housing Tax Credit Application For Reservation
C. Reservation Request
1. Total annual credit amount request (Must be the same as Part IX-D8) $421,669
2. Credits requested from:

9% Credits
Nonprofit Set-Aside (All nonprofit owned developments which meet tests
described in Part II-D hereof may select this)
Local Housing Authorities Tidewater MSA Pool
Northern Virginia MSA Pool Small MSA/Micropolitan Pool
Richmond MSA Pool Rural Pool
Non-Competitive Pool (Preservation) Non-Competitive Pool (Disability)
Tax Exempt Bonds

new construction, or
rehabilitation, or
acquisition and rehabilitation.
Federal Subsidies
The development will not receive federal subsidies.
This development will receive federal subsidies for:

all buildings or
some buildings.
D. Type(s) of Allocation/Allocation Year
1. Regular Allocation
All of the buildings in the development are expected to be placed
in service this year. For those buildings the owner will, this year, request an
allocation of 2008 credits for new construction, or
rehabilitation, or
acquisition and rehabilitation.
2. Carryforward Allocation
All of the buildings in the development are expected to be placed
in service within two years after the end of this calendar year, 2009, but the
owner will have more than 10% basis in the development before the end of six
months following allocation of credits. For those buildings, the owner requests
a carryforward allocation of 2009 credits pursuant to Section 42(h)(1)(E) for:
new construction, or
rehabilitation, or
acquisition and rehabilitation (even if you acquired a building this year and
"placed it in service" for the purpose of the acquisition credit, you cannot receive
the 8609 form for it until the rehab 8609 is issued for that building once the rehab
work is "placed in service" in 2010 or 2011).
3. Federal Subsidies
The development will not receive federal subsidies.
This development will receive federal subsidies for:
all buildings or
some buildings.
2009 Page 2
E. Acquisition Credit Information

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

All buildings satisfy the 10-year look-back rule of IRC Section 42 (d)(2)(B), including the
10% basis/$15,000.00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement.
All buildings qualify for an exception to the 10-year rule under IRC Section 42(d)(2)(D)(i),
Subsection (I)
Subsection (II)
Subsection (III)
Subsection (IV)
Subsection (V)
A waiver of the 10-year rule for all buildings has been or will be requested from the
Department of the Treasury pursuant to IRC Section 42(d)(6)(B)
Different circumstances for different buildings: Attach a separate sheet and explain for each
building.
F. Rehabilitation Credit Information
NOTE If no credits
NOTE: dit are bbeing
i requested
t d ffor rehabilitation
h bilit ti expenditures,
dit so iindicate
di t and
d go
on to Section II. No Rehabilitation
Minimum Expenditure Requirements

All buildings in the development satisfy the rehab costs per unit requirement of IRC
Section 42(e)(3)(A)(ii).
All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the
10% basis requirement (4% credit only).
All buildings in the development qualify for the IRC Section 42(f)(5)(B)(ii)(II) exception.
Different circumstances for different buildings. Attach a separate sheet and
explain for each building.
2009 Page 3
II. OWNERSHIP INFORMATION
NOTE: VHDA may allocate credits only to the tax-paying entity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please fill
in the legal name of the owner. The ownership entity must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except those
involving the admission of limited partners) prior to the placed-in-service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in its
sole discretion. IMPORTANT: The Owner name listed on this page must match exactly the owner name listed on the Virginia State Corporation Commission
Must be an individual or legally formed entity
A. Owner Information:
Name SP Springfield LP
Contact Person First: Roberta Middle: Last: Ujakovich
Address 2430 Estancia Boulevard - Suite 101
(Street)
Clearwater FL 33761
(City) (State) (Zip Code)
Federal I. D. No. 26-4756821 (If not available, obtain prior to Allocation)

Phone 727-669-3660 Fax 727-669-4233 Email address rujakovich@sphome.com
Type of entity: Limited Partnership Other
Individual(s) Corporation
Owner's organizational documents (e.g. Partnership agreements) attached (Mandatory TAB B)
Certification from Virginia State Corporation Commission attached (Mandatory TAB C)
Principal(s) involved (e.g. general partners, LLC members, controlling shareholders, etc.):
Names ** Phone Type Ownership % Ownership
SP Springfield
p g GP Inc. 727-669-3660 managing
g g member 0.01%
J. David Page 727-669-3660 limited partner 99.99%
0.00%
0.00%
0.00%
0.00%
0.00%
This should be 100% of the GP or managing member interest: 100.00%
** These should be the names of individuals who comprise the GP or managing members, not simply the names of
separate partnerships or corporations which may comprise those components.
Principals' Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure chart.
B. Seller Information:
Name Newington-Oxford Associates LP Contact Person John Majeski
Address 2300 Clarendon Boulevard, Suite 200
Arlington, VA 22201 Phone 703-243-9194
Is there an identity of interest between the seller and owner/applicant? Yes No

If yes, complete the following:
Principal(s) involved (e.g. general partners, controlling shareholders, etc.)
Names Phone Type Ownership % Ownership
0.00%
0.00%
0.00%
0.00%
2009 Page 4
C. Development Team Information:

Complete the following as applicable to your development team.
1. Tax Attorney: David O. Cantu Related Entity? Yes No

Firm Name: Pepple Johnson Cantu & Schmidt PLLC
Address: 2430 Estancia Boulevard, Suite 101, Clearwater, FL 33761
Phone: 727-724-3222 Fax: 727-726-9272
2. Tax Accountant: Michael Favors Related Entity? Yes No

Firm Name: Favors Rettig CPA's
Address: P.O. Box 65710, University Place, WA 98464
Phone: 253-564-4993 Fax: 253-564-2508
3. Consultant: Related Entity? Yes No

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

Firm Name: RPJ Housing Development Corporation of the National Capital Area, Inc. or other VHDA approv
Address: 8 W. Nelson Ave., Alexandria, VA
Phone: 703-549-7170 Fax: 703-549-7175
5. Contractor (Contact): Richard Armstrong Related Entity? Yes No

Firm Name: SP Mid-Atlantic Contstruction LLC
Address: 9702 Gayton Road - Suite 123, Richmond, VA 23233
Phone: 804-677-9518 Fax: (804) 735-4866
6. Architect: James Snowa, Mitchell Ayers Related Entity? Yes No

Firm Name: Edward H. Winks James D. Snowa Architects Inc.
Address: 2119 Franklin St., Suite 200, Richmond, VA 23223
Phone: (804) 643-6196 Fax: (804) 643-6190
7. Real Estate Attorney: David O. Cantu Related Entity? Yes No

Firm Name: Pepple Johnson Cantu Schmidt
Address: 2430 Estancia Boulevard - Suite 114, Clearwater, FL 33761
Phone: 727-724-3222 Fax: (727) 726-9272
8. Mortgage Banker: Charles Wilson Related Entity? Yes No

Firm Name: Virginia Capital Advisors
Address: 1915 Pocahontas Trail, Suite B-5, Williamsburg, VA 23185
Phone: (757) 220-3147 Fax: (757) 220-5746
9. Other (Contact): Related Entity? Yes No

Firm Name: Role:
Address:
Phone: Fax:
2009 Page 5
D. Nonprofit Involvement:
Applications For 9% Credits - Must be completed in order to compete in the nonprofit tax credit pool.
All Applicants - Must be completed for points for nonprofit involvement under the ranking system.
Tax Credit Nonprofit Pool Applicants: To qualify for the nonprofit pool, an organization described in IRC Section 501
(c)(3) or 501 (c)(4) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:
1. Must "materially participate" in the development and operation of the project throughout the compliance period,
2. Must own all general partnership interests in the development .
3. Must not be affiliated with or controlled by a for-profit organization.
4. Must not have been formed for the principal purpose of competition in the nonprofit pool, and
5. Must not have any staff member, or member of the nonprofit's board of directors materially participate in the proposed project
as a for-profit entity.
All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily
satisfy all of the requirements for participation in the nonprofit tax credit pool.
1. Nonprofit Involvement (All Applicants)

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

The nonprofit organization involved in this development is:
the Owner
the Applicant (if different from Owner)
Other
(Name of nonprofit)
(Contact Person) (Street Address)
(City) (State) (Zip code)
(Phone) (Fax)
5. Percentage of Nonprofit Ownership (All nonprofit applicants)

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

1. Total number of all units in development 50
Total number of rental units in development 50 bedrooms 120
Number of low-income rental units 50 bedrooms 120
Percentage of rental units designated low-income 100.00%
2. The development's structural features are (check all that apply):
Row House/Townhouse Detached Single-family

Garden Apartments Detached Two-family
Slab on Grade Basement
Crawl space Age of Structure: 27
Elevator Number of stories: 2
3. Number of new units 0 bedrooms 0
Number of adaptive reuse units 0 bedrooms 0
Number of rehab units 50 bedrooms 120
4. Total Floor Area For The Entire Development 51,662.50 (Sq. ft.)
5. Unheated Floor Area (Breezeways, Balconies, Storage) 0.00 (Sq. ft.)

6. Nonresidential Commercial Floor Area 0.00 (Sq. ft.)
(Not eligible for funding)
7. Total Usable Residential Heated Area 51,662.50 (Sq. ft.)
8. Number of Buildings (containing rental units) 8
9. Commercial Area Intended Use: None
10. Project consists primarily of a building(s) which is (are)(CHOOSE ONLY ONE)
Low-Rise (1-5 stories with any structural elements made of wood)

Mid-Rise (5-7 stories with no structural elements made of wood)
High-Rise (8 or more stories with no structural elements made of wood)
B. Building Systems:
Please describe each of the following in the space provided.
Community Facilities: Playground
Exterior Finish: Brick

Heating/AC System: Heat pumps
Architectural Style: Traditional townhouse
2009 Page 7
C. Amenities:
1. Specify the average size per unit type: (Including pro rata share of heated common area)
Assisted Lvg 0.00 SF 1Bdrm Eld 0.00 SF 3-Bdrm Gar 0.00 SF
1-Sty-Eff-Eld 0.00 SF 2Bdrm Eld 0.00 SF 4-Bdrm Gar 0.00 SF
1-Sty 1BR-Eld 0.00 SF Eff-Gar 0.00 SF 2-Bdrm TH 928.43 SF
1-Sty 2BR-Eld 0.00 SF 1-Bdrm Gar 0.00 SF 3-Bdrm TH 1,190.48 SF
Eff-Eld 0.00 SF 2-Bdrm Gar 0.00 SF 4-Bdrm TH 0.00 SF
2. Total gross usable, heated square feet for the entire project less nonresidential commercial area:
51,662.50 Documentation attached (TAB F) Mandatory
(Sq. ft.)
NOTE: All developments must meet VHDA's Minimum Design and Construction Requirements.
By signing and submitting the Application For Reservation of Low Income Housing Tax Credits the
applicant certifies that the proposed project budget, plans & specifications and work write-ups incorporate
all necessary elements to fulfill these requirements.
3. Check the following items which apply to the proposed project:

Documentation attached (TAB F Architect Certification) Mandatory
project upon completion of construction/rehabilitation:

For any project, (Optional Point items)
0% a(1) Percentage of 2-bedroom units that have 1.5 bathrooms
100% a(2) Percentage of 3 or more bedroom units that have 2 bathrooms
b. A community/meeting room with a minimum of 749 square feet is provided
100% c. Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows)
d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements
e. All windows meet the EPA's Energy Star qualified program requirements
f. Every unit in the development is heated and air conditioned with either (i) heat pump units with both a
SEER rating of 14.0 or more and a HSPF rating of 8.2 or more and a variable speed air handling unit
(for through- the-wall heat pump equipment that has an EER rating of 11.0 or more), or (ii) air
conditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined
with gas furnaces with an AFUE rating of 90% or more
g. Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill)
h. Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.)
i. Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice.
j. All water heaters meet the EPA's Energy Star qualified program requirements.
2009 Page 8
Low Income Housing Tax Credit Application For Reservation
For all projects exclusively serving elderly and/or handicapped tenants, upon completion
of construction/rehabilitation: (Optional Point items)
a. All cooking ranges will have front controls
b. All units will have an emergency call system
c. All bathrooms will have an independent or supplemental heat source
d. All entrance doors have two eye viewers, one at 48" and the other at standard height
For all rehabilitation and adaptive reuse projects, upon completion of construction or
or rehabilitation: (Optional Point items)
The structure is listed individually in the National Register of Historic Places or is

located in a registered historic district and certified by the Secretary of the Interior as
being of historical significance to the district, and the rehabilitation will be completed
in such a manner as to be eligible for historic rehabilitation tax credits
Accessibility
Check one or none of the following point categories, as appropriate:
For any non-elderly property in which the greater of 5 or 10% of the units (i) provide federal project-based rent subsidies or
equivalent assistance in order to ensure occupancy by extremely low-income persons; (ii) conform to HUD regulations
interpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to people with
special needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairments
the units described above must include roll-in showers and roll under sinks and front controls for ranges).
For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HUD’s Housing Choice
Voucher ((“HCV”)) ppayment
y standard;; (ii)
( ) conform to HUD regulations
g p g accessibilityy requirements
interpreting q of section 504 of
the Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including HCV holders, in
accordance with a plan submitted as part the Application.
For any non-elderly property in which at least four percent (4%) of the units conform to HUD regulations interpreting
accessibility requirements of section 504 of the Rehabilitation Act and are actively marketed to people with mobility
impairments in accordance with a plan submitted as part of the Application.
Earthcraft or LEED Development Certification

Applicant agrees to obtain Earthcraft or LEED certification prior to issuance of IRS Form 8609. Architect
certifies in the Architect Certification that the development's design will meet the criteria for such certification.
Yes - Earthcraft Yes - LEED
If Yes to either, attach appropriate documentation at TAB F
LEED Accredited Design Team Member

One or more members of the design team is a LEED accredited professional.
Yes No If Yes, attach appropriate documentation at TAB F
Universal Design - Units Meeting Universal Design Standards

a. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.
Yes No If Yes, attach appropriate documentation at TAB F
b. Number of Rental Units constructed to meet VHDA's Universal Design standards:
0 Units 0%
VHDA Certified Property Management Agent

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

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

Income Levels Rent Levels
# of Units % of Units # of Units % of Units
0 0.00% 40% Area Median 0 0.00% 40% Area Median
0 0.00% Non-LMI Units 0 0.00% Non-LMI Units
50 100.00% Total 50 100.00% Total
B. Special Housing Needs/Leasing Preference:
1. If 100% of the low-income units will be occupied by either or both of the following special needs
groups as defined by the United States Fair Housing Act, so indicate:
Yes Elderly (age 55 or above)
Yes Physically or mentally disabled persons (must meet the requirements of the federal
Americans with Disabilities Act)
2. Specify the number of low-income units that will serve individuals and families with children by
providing three or more bedrooms: 20 Number of units 40% of total low-income units
3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or physical
displacement on those tenants be minimized, in which Owners agree to abide by the Authority's Relocation
Guidelines for LIHTC properties.
Select one: N/A Relocation Plan Documentation attached (TAB G)
4. If leasing preference will be given to applicants on public housing waiting list and/or Section 8
waiting list, so indicate:
Yes
No
Locality has no such waiting list; If yes, provide the following information:
Organization which holds such waiting list: Fairfax County Redevelopment and Housing Authority
Contact person (Name and Title) Russell Lee, Associate Director, Rental Services
Phone Number 703-246-5004 Required documentation attached (TAB H)
5. If leasing preference will be given to individuals and families with children.

(Less than or equal to 20% of the units must have of 1 or less bedrooms).
Yes
No
2009 Page 10
V. LOCAL NEEDS AND SUPPORT
A. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or
County Administrator) of the political jurisdiction in which the development will be located:
Chief Executive Officer's Name Anthony H. Griffen
Chief Executive Officer's Title County Executive
Street Address 12000 Government Center Parkway - Suite 552 Phone
City Fairfax State Virginia Zip 22030
Name and title of local official you have discussed this project with who could answer questions for the
local CEO: Paula Sampson, Executive Director, Fairfax County Housing and Redevelopment Authority
Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009
VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No
If the property overlaps another jurisdiction please fill in the following:

Chief Executive Officer's Name
Chief Executive Officer's Title
Street Address Phone
City State Zip
Name and title of local official you have discussed this project with who could answer questions for the
local CEO:
Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009
VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No
B. j Schedule
Project
ACTUAL OR NAME OF
ACTIVITY ANTICIPATED PERSON
DATE RESPONSIBLE
Site
Option/Contract May 12, 2009 Roberta Ujakovich
Site Acquisition Nov. 2009 Roberta Ujakovich
Zoning Approval In hand Roberta Ujakovich
Site Plan Approval N/A Roberta Ujakovich
Financing
A. Construction Loan
Loan Application
Conditional Commitment
Firm Commitment
B. Permanent Loan - First Lien
Loan Application July 1, 2009 Roberta Ujakovich
Firm Commitment September 1, 2009 Roberta Ujakovich
C. Permanent Loan-Second Lien
Loan Application
Firm Commitment
D. Other Loans & Grants
Type & Source, List
Application
Award/Commitment
Formation of Owner April 2009 Roberta Ujakovich
IRS Approval of Nonprofit Status N/A Roberta Ujakovich
Closing and Transfer of Property to Owner October 2009 Roberta Ujakovich
Plans and Specifications, Working Drawings September 2009 Richard Armstrong/ Architect
Building Permit Issued by Local Government N/A
Start Construction November 2009 Richard Armstrong
Begin Lease-up April 2010 Roberta Ujakovich/Management
Complete Construction July 2010 Richard Armstrong
Complete Lease-Up September 2010 Roberta Ujakovich/Management
Credit Placed in Service Date 2010 Roberta Ujakovich
2009 Page 11
VI. SITE CONTROL
Note: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentary
evidence of it, in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time the
property will be subject to occupancy restrictions must be included herewith. (9% Competitive Credits - An option or
contract must extend beyond the application deadline by a minimum of four months.)
Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated
future transfers to the Owner are not sufficient. The Owner, as identified in Subpart II-A, must have site control at the
time this Application is submitted.
NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a
long-term lease) the Owner before the allocation of credits is made this year.
Contact us before you submit this application if you have any questions about this requirement.
A. Type of Site Control by Owner:
Applicant controls site by (select one and attach document - Mandatory TAB K)
Deed - attached
Long-term Lease - attached (expiration date: )
Option - attached (expiration date: )
Purchase Contract - attached (expiration date: 11/30/09 )
If more than one site for the development and more than one form of site control, please so indicate
and attach a separate sheet specifying each site, number of existing buildings on the site, if any,
type of control of each site, and applicable expiration date of form of site control. A site control
document is required for each site.
B. Timing of Acquisition by Owner:

Select one:
Owner already controls site by either deed or long-term lease or
Owner is to acquire property by deed (or lease for period no shorter than period property
will be subject to occupancy restrictions) no later than 11/30/09 (must be prior to November 7, 2008).
If more than one site for the development and more than one expected date of acquisition by
Owner, please so indicate and attach separate sheet specifying each site, number of existing
buildings on the site, if any, and expected date of acquisition of each site by the Owner.
C. Market Study Data:
Obtain the following information from the Market Study conducted in connection with this tax credit application and enter below:
Project Wide Capture Rate - LIHTC Units 1.50%

Project Wide Capture Rate - Market Units NA
Project Wide Capture Rate - All Units 1.50%
Project Wide Absorption Period (Months) 2
2009 Page 12
C. Site Description
1. Exact area of site in acres 6.504
2. Has locality approved a final site plan or plan of development?

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

Yes No
Required documentation form attached (TAB M)
4. Will the proposal seek to qualify for points associated with proximity to public transportation?
Yes No
Required documentation form attached (TAB A)
D. Photographs
Include photographs of the site and any existing structure(s) in TAB O. For rehabilitation projects,
provide interior pictures which document the necessity of the proposed work.
E. Plans and Specifications
Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)
1. A location map with property clearly defined.

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

Plans and specifications/unit-by-unit work writeup submitted separately
2009 Page 13
VII. OPERATING BUDGET
A. Rental Assistance
1. Do or will any low-income units receive rental assistance?
Yes No
2. If yes, indicate type of rental assistance:
Section 8 New Construction Substantial Rehabilitation

Section 8 Moderate Rehabilitation
Section 8 Certificates
Section 8 Project Based Assistance
RD 515 Rental Assistance
Section 8 Vouchers
State Assistance
Other:
3. Number of units receiving assistance: 50

Number of years in rental assistance contract: varies
Expiration date of contract: Nov.2012, can be renewed
Contract or other agreement attached (TAB Q)
B. Utilities
1. Monthly Utility Allowance Calculations
Utilities Type of Utility Utilities Enter Allowances by Bedroom Size

(Gas, Electric, Oil, etc.) Paid by: 0-bdr 1-bdr 2-bdr 3-bdr 4-br
Heating UA is not broken out Owner X Tenant 0 0 88 110 0
g
Air Conditioning Electric Owner X Tenant 0 0 0 0
Cooking Electric Owner X Tenant 0 0 0 0
Lighting Electric Owner X Tenant 0 0 0 0
Hot Water Electric Owner X Tenant 0 0 0 0
Water X Owner Tenant 0 0 0 0 0
Sewer X Owner Tenant 0 0 0 0 0
Trash X Owner Tenant 0 0 0 0 0
Total utility allowance for costs paid by tenant $0 $0 $88 $110 $0
2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

HUD
Utility Company (Estimate) Local PHA
Utility Company (Actual Survey) Other:
2009 Page 14
C. Revenue
1. Indicate the estimated monthly income for the Low-Income Units: **
Total Number of Total Monthly
Unit Type Tax Credit Units Rental Income
Efficiency Units 0 $0
1 Bedroom Units 0 $0
2 Bedroom Units 30 $34,782
3 Bedroom Units 20 $26,636
Total Number of Tax Credit Units 50
Plus Other Income Source (list): $100

Equals Total Monthly Income: $61,518
Twelve Months x12
Equals Annual Gross Potential Income $738,216
Less Vacancy Allowance ( 7.0% ) $51,675
Equals Annual Effective Gross Income (EGI) - Low Income Units $686,541
** Beginning at Row 75 enter the appropriate data for both tax credit and market rate units in the yellow shaded cells.
2. Indicate the estimated monthly income for the Market Rate Units: **
Total Number of Total Monthly
Unit Type Market Units Rental Income
Efficiency Units 0 $0
Total Number of Market Units 0
Plus Other Income Source (list): $0

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

0 0 0 0 0 0
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

0 0 0 30 20 0
1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD Note: Please be sure to enter the number of units in the
0 0 0 appropriate unit category. If not, you will find an error on
the scoresheet at 5a, 6a & 6b.
List number of units by type: TAX CREDIT UNITS
ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR
0 0 0 0 0 0
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

0 0 0 30 20 0
1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD

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

Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
2009 Page 15
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -

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

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

Total Efficiency
Market Units: 0 0.00 Total Monthly
Eff. Market Rent: $ -
Total Eff. Units: 0 Total Eff. Rent $ -
1-Bedroom Units
Net Rentable Monthly Rent Total
1 BR - 40% 0 0.00 $ - $ -
2009 Page 15
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
Total 1-BR Total Monthly 1-BR
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
Total 1-BR
1-BR Market Rent: $ -
Total 1-BR Units: 0 Total 1-BR Rent $ -
2009 Page 15
2-Bedroom Units
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 50% 17 858.05 $ 1,067 $ 18,139

2 BR - 50% 1 812.50 $ 1,067 $ 1,067
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 60% 11 858.05 $ 1,298 $ 14,278

2 BR - 60% 1 812.50 $ 1,298 $ 1,298
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
Tax Credit Units: 30 25,650.40 Tax Credit Rent: $ 34,782
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2009 2 BR - Market 0 0.00 $ - $ - Page 15
Total 2-BR
Total 2-BR Units: 30 Total 2-BR Rent $ 34,782
3-Bedroom Units
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 50% 12 1,113.17 $ 1,225 $ 14,700

3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 60% 8 1,113.17 $ 1,492 $ 11,936

3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
Tax Credit Units: 20 22,263.40 Tax Credit Rent: $ 26,636
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
2009 Page 15
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
Total 3-BR
Total 3-BR Units: 20 Total 3-BR Rent $ 26,636
4-Bedroom Units
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
2009 Page 15
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
Total 4-BR
Total 4-BR Units: 0 Total 4-BR Rent $ -
Total Units 50 Net Rentable SF: TC Units 47,913.80

MKT Units 0.00
Total NR SF: 47,913.80
Floor Space Fraction 100.0000%
2009 Page 15
D. Operating Expenses
Administrative:
1. Advertising/Marketing $500
2. Office Salaries $0
3. Office Supplies $1,500
4. Office/Model Apartment (type______) $0
5. Management Fee $25,000
3.64% of EGI 500 Per Unit
6. Manager Salaries $18,000
7. Staff Unit (s) (type______) $0
8. Legal $2,000
9. Auditing $7,500
10. Bookkeeping/Accounting Fees $0
11. Telephone & Answering Service $800
12. Tax Credit Monitoring Fee $1,250
13. Miscellaneous Administrative $0
Total Administrative $56,550
Utilities
14. Fuel Oil $2,800
15. Electricity $3,500
16. Water $9,000
17. Gas $0
18. Sewer $19,000
Total Utility $34,300
Operating:
19. Janitor/Cleaning Payroll $0
20. Janitor/Cleaning Supplies $0
21. Janitor/Cleaning Contract $0
22. Exterminating $2,400
23. Trash Removal $0
24. Security Payroll/Contract $0
25. Grounds Payroll $0
26. Grounds Supplies $0
27. Grounds Contract $6,000
28. Maintenance/Repairs Payroll $20,000
29. Repairs/Material $5,000
30. Repairs Contract $0
31. Elevator Maintenance/Contract $0
32. Heating/Cooling Repairs & Maintenance $0
33. Pool Maintenance/Contract/Staff $0
34. Snow Removal $0
35. Decorating/Payroll/Contract $0
36. Decorating Supplies $0
37. Miscellaneous $2,500
Operating & Maintenance Totals $35,900
Taxes & Insurance
38. Real Estate Taxes $59,350
39. Payroll Taxes $2,907
40. Miscellaneous Taxes/Licenses/Permits $35,000
41. Property & Liability Insurance $12,500
42. Fidelity Bond $0
43. Workman's Compensation $1,500
44. Health Insurance & Employee Benefits $4,000
45. Other Insurance $0
Total Taxes & Insurance $115,257
6544
Total Operating Expense $242,007
D1. Total Oper. Ex. Per Unit $4,840 D2. Total Oper. Ex. As % EGI (from E3) 35.25%
Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $15,000
Total Expenses $257,007
2009 Page 16
E. Cash Flow (First Year)

1. Annual EGI Low-Income Units from (C1) $686,541
2. Annual EGI Market Units (from C2) + $0
3. Total Effective Gross Income = $686,541
4. Total Expenses (from D) $257,007
5. Net Operating Income = $429,534
6. Total Annual Debt Service (from Page 21 B2) - $374,771
7. Cash Flow Available for Distribution = $54,763
F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow
Stabilized
Year 1 Year 2 Year 3 Year 4 Year 5
Eff. Gross Income 686,541 707,137 728,351 750,202 772,708
Less Oper. Expenses 257,007 267,287 277,979 289,098 300,662
Net Income 429,534 439,850 450,372 461,104 472,046
Less Debt Service 374,771 374,771 374,771 374,771 374,771
Cash Flow 54,763 65,079 75,602 86,333 97,275
Debt Coverage Ratio 1.15 1.17 1.20 1.23 1.26

Eff. Gross Income 795,889 819,766 844,359 869,689 895,780
Net Income 483,201 494,570 506,155 517,958 529,979
Cash Flow 108,430 119,799 131,384 143,187 155,208

Eff. Gross Income 922,654 950,333 978,843 1,008,208 1,038,455
Net Income 542,220 554,683 567,367 580,273 593,402
Cash Flow 167,450 179,912 192,596 205,502 218,631
Estimated Annual Percentage Increase in Revenue 3.00% (Must be < 3%)
Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4%)
2009 Page 17
VIII. PROJECT BUDGET
A. Cost/Basis/Maximum Allowable Credit

Complete cost column and basis column(s) as appropriate through A12. Check if the following
documentation is attached at TAB S:
Executed Construction Contract
Executed Trade Payment Breakdown
Appraisal
Other Cost Documentation
Environmental Studies
NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible
basis, type of credit and numerical calculations of this Part VIII.
Amount of Cost up to 100% Includable in

Eligible Basis--Use Applicable Column(s):
"30% Present Value Credit" (D)
Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present
New Construction Value Credit"
1. Contractor Cost
A. Off-Site Improvements 0 0 0 0
B. Site Work 110,000 0 0 110,000
C. Other: 0 0 0 0
D. Unit Structures (New) 0 0 0 0
E. Unit Structures (Rehab) 1,472,392 0 0 1,472,392
F.
F Accessory
A Building
B ildi (s)
() 0 0 0 0
G. Asbestos Removal 0 0 0 0
H. Demolition 0 0 0 0
I. Commercial Space Costs 0 0 0 0
J. Structured Parking Garage 0 0 0 0
K. Subtotal A: (Sum 1A..1J) 1,582,392 0 0 1,582,392
L. General Requirements 63,296 0 0 63,296
M. Builder's Overhead 63,296 0 0 63,296
( 4.0% Contract)
N. Builder's Profit 94,944 0 0 94,944
( 6.0% Contract)
O. Bonding Fee 0 0 0 0
P. Other: Contingency 180,393 0 0 180,393
Q. Contractor Cost
Subtotal (Sum 1K..1P) $1,984,320 $0 $0 $1,984,320
2. Owner Costs
A. Building Permit 20,000 0 0 20,000
B. Arch./Engin. Design Fee 70,000 0 0 70,000
( 1,400 /Unit)
C. Arch. Supervision Fee 40,000 0 0 40,000
( 800 /Unit)
D. Tap Fees 0 0 0 0
E. Soil Borings 0 0 0 0
2009 Page 18

2. Owner Costs Continued
F. Construction Loan 94,000 0 0 94,000

Origination Fee
G. Construction Interest 0 0 0 0
( 0.0% for 0 months)
H. Taxes During Construction 0 0 0 0
I. Insurance During Construction 0 0 0 0
J. Cost Certification Fee 20,000 0 0 20,000
K. Title and Recording 50,000 37,500 0 0
L. Legal Fees for Closing 80,000 40,000 0 25,000
M. Permanent Loan Fee 39,500 0 0 0
( )
N. Other Permanent Loan Fees 0 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 47,000 0 0 0
Q. Environmental Study 3,500 0 0 0
R. Structural/Mechanical Study 0 0 0
S. Appraisal Fee 7,500 0 0 0
T. Market Study 5,000 0 0 5,000
U. Operating Reserve 348,500 0 0 0
V. Tax Credit Fee 30,267 0 0 0
W. OTHER $50,504 $7,500 $0 $22,000
(SEE PAGE 19A)
X. Owner Cost
Subtotal (Sum 2A..2W) $905,771 $85,000 $0 $296,000
Subtotal 1 + 2 $2,890,091 $85,000 $0 $2,280,320

(Owner + Contractor Costs)
3. Developer's Fees 1,025,000 458,000 0 567,000
4. Owner's Acquisition Costs

Land 500,000
Existing Improvements 4,500,000 4,500,000
Subtotal 4: $5,000,000 $4,500,000
5. Total Development Costs

Subtotal 1+2+3+4: $8,915,091 $5,043,000 $0 $2,847,320
If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of
appraised value or tax assessment value here: $0 Land
(Attach documentation at Tab K) $0 Building
2009 Page 19

W. OTHER OWNER COSTS
Contingency Reserve 0 0 0 0
(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
0 0 0 0
Survey 7,500 7,500 0 0
Earthcraft Fee 22,000 0 0 22,000
Additional VHDA Allocation Fee 21,004 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
Subtotal (Other Owner Costs) $50,504 $7,500 $0 $22,000
2009 Page 19A


"30 % Present Value Credit"
(C) Rehab/ (D)
New "70 % Present
Item (A) Cost (B) Acquisition Construction Value Credit"
5. Total Development Costs
Subtotal 1+2+3+4 8,915,091 5,043,000 0 2,847,320
6. Reductions in Eligible Basis
Subtract the following:

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

(or excess portion thereof)
D. Historic Tax Credit (residential portion) 0 0 0
7. Total Eligible Basis (5 minus 6 above) 5,043,000 0 2,847,320
8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)

(i) For Earthcraft or LEED Certification AND 60 Bonus Points 0 0
(ii) For QCT or DDA (Eligible Basis x 30%) 0 0
Total Adjusted Eligible basis 0 2,847,320
9. Applicable Fraction 100.0000% 100.0000% 100.0000%
10. Total Qualified Basis (Same as Part IX-C) 5,043,000 0 2,847,320

(Eligible Basis x Applicable Fraction)
11. Applicable Percentage 3.28% 0.00% 9.00%

(For 2009 9% competitive credits, use the May 2009 applicable percentages for acq.)
(For 9% non-competitive & tax exempt bonds, use the most recently published rates)
12. Maximum Allowable Credit under IRC §42 $165,410 $0 $256,259

(Qualified Basis x Applicable Percentage)
(Same as Part IX-C and equal to or more than $421,669
credit amount requested) Combined 30% & 70% P. V. Credit
2009 Page 20
B. Sources of Funds
1. Construction Financing: List individually the sources of construction financing, including any such
loans financed through grant sources:
Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person
1.
2. $0
3. $0
Commitments or letter(s) of intent attached (TAB T)
2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:
Interest Amortization Term

Date of Date of Amount of Annual Debt Rate of Period of
Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)
1. VHDA Restructured Loan $3,200,000 $272,740 8.00% 35 0
2. VHDA SPARC Loan $1,500,000 $102,030 5.95% 35 0
3. $0 0.00% 0 0
4. $0 0.00% 100000 0
5. $0 $0 0.00% 1000 0
6.
6 $0 $0 0.00%
0 00% 1000 0
Totals: $4,700,000 $374,771
3. Grants: List all grants provided for the development:
Date of Date of Amount of

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

2009 Page 21
4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

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

Cash Investment $0
Contributed Land/Building $0 Assessment Attached (TAB S)
Deferred Developer Fee $384,243
Other: Reserves transferred $500,000
Equity Total $884,243
7. Total of All Sources (B2 + B3 + B4 + B5 + B6) $5,584,243
(not including syndication proceeds except for historic tax credits)
8. Total Development Cost $8,915,091

(From VIII-A5)
9. Less Total Sources of Funds (From B7 above) $5,584,243
10. Equals equity gap to be funded with low-income tax credit

proceeds (must equal IX-D3) $3,330,848
C. Syndication Information (If Applicable)
1. Actual or Anticipated Name of Syndicator Raymond James Tax Credit Funds, Inc.
2. Contact Person Craig Descalzi Phone 1-800-438-8808
3. Street Address 880 Carillon Parkway
City St.
St Petersburg State FL Zip 33716
4. a. Total to be paid by anticipated users of credit (e.g., limited partners) $3,330,852

b. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit) $0.79
c. Percent of ownership entity (e.g., 99% or 99.9%) 99.99%
d. Net credit amount anticipated by user of credits $421,627
e. Syndication costs not included in VIII-A5 (e.g., advisory fees) $0
5. Net amount which will be used to pay for Total Development Cost (4a-4e)
as listed in Part VIII-A5 (same amount as Part IX-D3) $3,330,852
6. Amount of annual credit required for above amounts

(same amount as Part IX-D6) $421,669
7. Net Equity Factor [C5 / (C6 X 10)]
(same amount as Part IX-D4) Must be equal to or greater than 85% 78.99%
8. Syndication: Public or Private

9. Investors: Individual or Corporate
Syndication commitment or letter of intent attached (TAB U)
2009 Page 22
D. Recap of Federal, State, and Local Funds/Any Credit Enhancements
1. Are any portions of the sources of funds described above for the development financed directly or indirectly
with Federal, State, or Local Government Funds? Yes No
If yes, then check the type and list the amount of money involved.
Below-Market Loans Market-Rate Loans
Tax Exempt Bonds $0 Taxable Bonds $0

RD 515 $0 Section 220 $0
Section 221(d)(3) $0 Section 221(d)(3) $0
Section 312 $0 Section 221(d)(4) $0
Section 236 $0 Section 236 $0
VHDA SPARC/REACH $1,500,000 Section 223(f) $0
HOME Funds $0 Other: $0
Other: $0
Other: $0
Grants Grants
CDBG $0 State $0
UDAG $0 Local $0
Other: TCAP $0
This means grants to the partnership. If you received a loan financed by a locality which received one of the
listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program
which funded it.
2. Subsidized funding: list all sources of funding for points. Documentation Attached (TAB T)
Source of Funds Commitment date Funds

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

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

Section 8 Rent Supplement or Rental Assistance Payment
Tax Abatement
Other
5. Is HUD approval for transfer of physical asset required?

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

For purposes of the 50% Test, and based only on the data entered to this
application, the portion of the aggregate basis of buildings and land financed with
tax-exempt funds is: N/A
2009 Page 23
IX. ADDITIONAL INFORMATION
A. Extended Use Restriction
NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement as
required by the IRC governing the use of the development for low-income housing for at least 30 years.
However, the IRC provides that, in certain circumstances, such extended use period may be terminated early.
This development will be subject to the standard extended use agreement which permits early
termination (after the mandatory 15-year compliance period) of the extended use period.
This development will be subject to an extended use agreement in which the owner's right to any
early termination of the extended use provision is waived for 25 additional years after the 15-
year compliance period for a total of 40 years. Do not select if IX.B is checked below.
This development will be subject to an extended use agreement in which the owner's right to any
early termination of the extended use provision is waived for 35 additional years after the 15-
year compliance period for a total of 50 years. Do not select if IX.B is checked below.
B. Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal
1. After the mandatory y 15-year

y compliance
p period,, a q
p qualified nonprofit
p as identified in the
attached nonprofit questionnaire, or local housing authority will have the option to purchase
or the right of first refusal to acquire the development for a price not to exceed the outstanding
debt and exit taxes. Such debt must be limited to the original mortgage(s) unless any refinancing
is approved by the nonprofit. Do not select if extended compliance is selected in IX.A above.
Option or Right of First Refusal in Recordable Form Attached (TAB V)
Enter name of qualified nonprofit:
2. A qualified nonprofit or local housing authority submits a homeownership plan committing to

sell the units in the development after the mandatory 15-year compliance period to tenants whose
incomes shall not exceed the applicable income limit at the time of their initial occupancy.
Do not select if extended compliance is selected in IX.A above.
Homeownership Plan Attached (TAB J)
C. Building-by-Building Information (Complete page 25 as appropriate)
2009 Page 24
C. Building-by-Building Information Must Complete

Qualified basis must be determined on a building-by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time of
allocation request).
NUMBER 30% Present Value 30% Present Value

OF Credit for Acquisition Credit for Construction 70% Present Value Credit
TAX MARKET
CREDIT RATE Actual or Actual or Actual or
UNITS UNITS Estimate Anticipated Estimate Anticipated Estimate Anticipated
Build Street Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit
ing # Address Basis Date Percentage Amount Basis Date Percentage Amount Basis Date Percentage Amount
1. 6 0 8215-8225 Maple Leaf Court $543,769 01/01/10 100.00% 543,769 $307,016 06/30/10 100.00% 307,016 $0 0.00% 0
2. 4 0 8200-8206 Maple Leaf Court $464,831 01/01/10 100.00% 464,831 $262,448 06/30/10 100.00% 262,448 $0 0.00% 0
3. 8 0 8208-8222 Maple Leaf Court $776,184 01/01/10 100.00% 776,184 $438,240 07/31/10 100.00% 438,240 $0 0.00% 0
4. 4 0 8200-8206 Beech Monarch Court $362,512 01/01/10 100.00% 362,512 $204,677 07/31/10 100.00% 204,677 $0 0.00% 0
9. 0.00% 0 $0 0.00% 0 $0 0.00% 0
10. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
11. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
12. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
13. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
14. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
15. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
16. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$5,043,000 $2,847,320 $0
$5,043,000 $2,847,320 $0
Qualified Basis Totals (must agree with VIII-A10)
Credit Amount Totals (must agree with VIII-A-12)
2009 Page 25


TAX MARKET
17. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
18. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
19. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
20. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
21. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
22. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
23. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
24. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
25. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
26. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
27. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
28. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
29. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
30. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
31. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
32. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
2009 Page 25 (2)



TAX MARKET
33. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
34. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
35. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
36. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
37. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
38. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
39. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
40. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
41. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
42. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
43. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
44. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
45. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
46. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
47. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
48. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $0
$0 $0 $0
2009 Page 25 (3)

D. Determination of Reservation Amount Needed
The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by
VHDA to determine, as required by the IRC, the amount of credits which may be allocated for the development. However, VHDA
at all times retains the right to substitute such information and assumptions as are determined by VHDA to be reasonable for the
information and assumptions provided herein as to costs (including development fees, profits, etc.), sources for funding,
expected equity, etc. Accordingly, if the development is selected by VHDA for a reservation of credits, the amount of such
reservation may differ significantly from the amount you compute below.
1. Total Development Costs (from VIII-A5, Column A page 20) $8,915,091
2. Less Total Sources of Funds (from VIII-B7 page 22) $5,584,243
3. Equals Equity Gap $3,330,848
4. Divided by Net Equity Factor (VIII-C7 page 22) 78.99%

(Percent of 10-year credit expected to be raised as equity investment)
5. Equals Ten-Year Credit Amount Needed to Fund Gap $4,216,685
Divided by ten years 10
6. Equals Annual Tax Credit Required to Fund the Equity Gap $421,668
7. The Maximum Allowable Credit Amount $421,669

(from VIII-A12-combined figure)
(This amount must be equal to or more than 6 above)

ERROR - EQUITY GAP AMOUNT NOT EQUAL TO RESERVATION AMOUNT
8. Reservation Amount (Lesser of 6 or 7 above)
Credit per Unit 8,433 Combined 30% & 70% PV Credit
Credit per Bedroom 3,514 $421,669

Comprised of
$165,410 and $256,259

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

Attached in Mandatory TAB W) If you incur the error message that your reservation amount is not equal
to the equity gap amount you may use the goal seek function within the Excel
spreadsheet to eliminate the error message. To use the “Goal Seek” function first
place the curser box on cell V28. Using the mouse arrow, point and click on
“Tools” on the top line and then click on the “Goal Seek” option. A box will
appear with the V28 cell shown in the top space, place the cursor in the middle
box and type in the new amount that you want the equity gap to be which should
be the reservation amount below, then place the cursor in the bottom space and at
the bottom of the page click on page 22. Then place the cursor on cell N15
(Deferred Developer Fee) and click on “OK”. A message should then appear that
a solution has been found and if the amount is correct click “OK”. If the amounts
are now equal the error message will disappear.
2009 Page 26
F. Statement of Owner
The undersigned hereby acknowledges the following:
1. that, to the best of its knowledge and belief, all factual information provided herein or in connection
herewith is true and correct, and all estimates are reasonable.
2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs,
damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of,
or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and
the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.
3. that points will be assigned only for representations made herein for which satisfactory documentation is
submitted herewith and that no revised representations may be made in connection with this application
once the deadline for applications has passed.
4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein
relative to basis, credit calculations, and determination of the amount of the credit necessary to make the
development financially feasible, is provided only for the convenience of VHDA in reviewing reservation
requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount
of credits applied for has been computed in accordance with IRC requirements; and that any notations
herein describing IRC requirements are offered only as general guides and not as legal authority.
5. that the undersigned is responsible for ensuring that the proposed development will be comprised of
qualified low-income buildings and that it will in all respects satisfy all applicable requirements of federal
tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.
6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the
undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relative
to the determination of qualified basis for the development as a whole and/or each building therein
individually as well as the amounts and types of credit applicable thereof, but that the issuance of a
reservation based on such representation in no way warrants their correctness or compliance with IRC
requirements.
7. that VHDA may request or require changes in the information submitted herewith, may substitute its own
figures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve
credits, if any, in an amount significantly different from the amount requested.
8. that reservations of credits are not transferable without prior written approval by VHDA at its sole
discretion.
2009 Page 27
2009 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 green 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 decisions and assumptions about your
application and enter the appropriate responses in the green shaded cells of this score sheet. All but two require yes/no responses,
in which case enter Y or N as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses: Y
– the letter indicates unconditional support; N – the letter indicates opposition to the project; NC – no comment from the locality, or
any other response which is neither unconditional support nor opposition. Item 5e1 requires 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’ve 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: Score

a. Signed, completed application Y Y or N 0
b. Duplicate copy of application Y Y or N 0
c. Partnership agreement Y Y or N 0
d. SCC Certification Y Y or N 0
e. Previous participation form Y Y or N 0
f. Site control document Y Y or N 0
g. Architect's Certification Y Y or N 0
h. Attorney's opinion Y Y or N 0
i. Nonprofit questionnaire (if NP) Y Y, N, N/A 0
0.00
1. READINESS:
a. Plan of development N 0 or 40 0.00
b. Zoning approval Y 0 or 40 40.00
Total: 40.00
2. HOUSING NEEDS CHARACTERISTICS:

a. VHDA notification letter to CEO Y 0 or -50 0.00
b. Local CEO letter (Y,NC,N) y 0 or 25 or 50 50.00
c. Location in a revitalization area N 0 or 30 0.00
d. Location in a Qualified Census Tract N 0 or 5 0.00
e. Sec 8 or PHA waiting list preference Y 0 or 10 10.00
f. Subsidized funding commitments 0.00% Up to 40 0.00
g. Existing RD, HUD Section 8 or 236 program Y 0 or 20 20.00
h. Tax abatement or new project based rental subsidy (HUD or RD) N 0 or 10 0.00
i. Census tract with <10% poverty rate, no tax credit units Y 0 or 25 25.00
j. Development listed on the Rural Development Rehab Priority List N 0 or 15 0.00
Total 105.00
3. DEVELOPMENT CHARACTERISTICS:
a. Unit size (See calculations below) Up to 100 81.84
b. Amenities (See calculations below) Up to 60 50.00
c. Project subsidies/HUD 504 accessibility for 5 or 10% of units N 0 or 50 0.00
or d. HCV payment standard/HUD 504 accessibility for 5 or 10% of units N 0 or 30 0.00
or e. HUD 504 accessibility for 4% of units Y 0 or 15 15.00
f. Proximity to public transportation Y20 0, 10 or 20 20.00
g. Development will be Earthcraft or LEED certified Y 0 or 30 30.00
h. VHDA Certified Property Management Agent Y 0 or 25 25.00
i. Units constructed to meet VHDA's Universal Design standards 0% Up to 15 0.00
j. Developments with less than 100 units Up to 20 20.00
Total 241.84
4. TENANT POPULATION CHARACTERISTICS:

a. <= 20% of units having 1 or less bedrooms Y 0 or 15 15.00
b. Percent of units with 3 or more bedrooms 40.00% Up to 15 15.00
Total 30.00
5. SPONSOR CHARACTERISTICS:
a. Developer experience - 3 developments with 3 x units or 6 developments with 1 x units Y 0 or 50 50.00
or b. Developer experience - 1 development with 1 x units n 0 or 10 0.00
c. Developer experience - uncorrected major violation N 0 or -50 0.00
d. Developer experience - noncompliance Enter Total Negative N 0 or -15 0.00
e1. Developer experience - did not build as represented Points Here: 0 0 or -x 0.00
e2. Developer experience - termination of credits by VHDA N 0 or -10 0.00
f. Management company rated unsatisfactory N 0 or -25 0.00
g. LEED accredited design team member Y 0 or 10 10.00
Total 60.00
6. EFFICIENT USE OF RESOURCES:

a. Credit per unit If #N/A or #REF! appears in the score column of these point Up to 180 96.96
b.2009
Cost per unit categories check spelling of Clerk's Office on pg 1. It must match Up to 75 18.70
Total exactly with the Jurisdiction names listed in the Application Manual. 115.65
7. BONUS POINTS: Locality AMI State AMI

a. Units with rents at or below 40% of AMI $99,000 $50,600 0% Up to 10 0.00
b. Units with rent and income at or below 50% of AMI 60% Up to 50 30.00
or c. Units with rents at or below 50% rented to tenants at or below 60% of AMI 60% Up to 25 0.00
or d. Units in Low Income Jurisdictions with rents <= 50% rented to tenants with <= 60% of AMI 60% Up to 50 0.00
e. Extended compliance 35 Years 40 or 50 50.00
or f. Nonprofit or LHA purchase option N 0 or 60 0.00
or g. Nonprofit or LHA Home Ownership option N 0 or 5 0.00
Total 80.00
500 Point Threshold - 9% Credits TOTAL SCORE: 672.50

475 Point Threshold - Tax Exempt Bond Credits
Unit Size Calculations:

E-AS LVG E-EFF E-1 BDRM E-2 BDRM
High Sq.Ft. / BDRM 0 0 0 0
Low Sq.Ft. / BDRM 0 0 0 0
Project Sq.Ft. / BDRM 0 0 0 0
Percentage of Units 0.00% 0.00% 0.00% 0.00%
Points per Bedroom 0.00 0.00 0.00 0.00
F-EFF-G F-1 BDRM-G F-2 BDRM-G F-3 BDRM-G

High Sq.Ft. / BDRM 0 0 0 0
Low Sq.Ft. / BDRM 0 0 0 0
Project Sq.Ft. / BDRM 0 0 0 0
F-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH

High Sq.Ft. / BDRM 0 995 1,175 0
Low Sq.Ft. / BDRM 0 775 925 0
Project Sq.Ft. / BDRM 0 928 1,190 0
1 ST ELD-EFF 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM If you do not receive a numeric point value
High Sq.Ft. / BDRM 0 0 0 in the unit size calculations, please
Low Sq.Ft. / BDRM 0 0 0 check the values entered on page 8, C1.
Project Sq.Ft. / BDRM 0 0 0 These must be whole number numeric
Percentage of Units 0.00% 0.00% 0.00% values only. Also check page 7, item 3,
Points per Bedroom 0.00 0.00 0.00 the number of units must be either new,
adapt or rehab only. Combinations do
Total Unit Size Points: 81.84 not calculate correctly.
Amenities:
All units have:
a. 1.5 or 2 Bathrooms 40.00% 6.00
b. Community Room 0.00
c. Brick Walls 100.00% 20.00
d. Kitchen/Laundry Appl-Energy Star 5.00
e. Windows-Energy Star 5.00
f. Heat/AC-SEER-AFUE 10.00
g. Sub-metered water expense 0.00
h. Low flow faucets & showerheads 3.00
i. High speed cable, DSL, wireless internet 1.00
j. Water heaters meet EPA Energy Star requirements 0.00
Total 50.00
All elderly units have:
a. Front-control ranges 0.00
b. Emergency call system 0.00
c. Independent/suppl. heat source 0.00
d. Two eye viewers 0.00
Total 0.00
All rehab or adaptive reuse units:

b. Historic structure 0.00
Total amenities: 50.00
2009
$/SF = $156.14 Credits/SF = $8.16 Const $/unit = $39,686
TYPE OF PROJECT FAMILY = 11000; ELDERLY = 12000 11000 If an ERROR message appears here check
LOCATION BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RUR=600 110 spelling of Clerk's Office on pg 1. It must
TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,000+)=3; REHAB(15,000-25,000)=4 3 match exactly with the Jurisdiction names
listed in the Application Manual.
ELDERLY
AS LVG 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 0 0 0 0 0 0
NUMBER OF UNITS 0 0 0 0 0 0 0
PARAMETER-(COSTS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0
COST PARAMETER 0 0 0 0 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 0 0 0 0 0
PROJECT CREDIT PER UNIT 0 0 0 0 0 0 0
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
FAMILY
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 0 0 0 0 928 1,190 0
NUMBER OF UNITS 0 0 0 0 0 30 20 0
PARAMETER-(COSTS=>25,000) 0 0 0 0 0 199,962 235,511 0

PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0 0
COST PARAMETER 0 0 0 0 0 199,962 235,511 0

PROJECT COST PER UNIT 0 0 0 0 0 144,965 185,882 0
PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 17,008 20,031 0

PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 0 0 0 17,008 20,031 0

PROJECT CREDIT PER UNIT 0 0 0 0 0 7,578 9,717 0
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 12.38 6.32 0.00
CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 59.88 37.07 0.00
TOTAL COST PER UNIT POINTS 18 70

18.70
TOTAL CREDIT PER UNIT POINTS 96.96
Cost Parameters - Elderly

Standard Cost Parameter - low rise 0 0 0 0 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0
Adjusted Cost Parameter 0 0 0 0 0 0 0
Credit Parameters - Elderly

Standard Credit Parameter - low rise 0 0 0 0 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0
Adjusted Credit Parameter 0 0 0 0 0 0 0
Cost Parameters - Family

Standard Parameter - low rise 0 0 0 0 0 199,962 235,511 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0 0
Adjusted Cost Parameter 0 0 0 0 0 199,962 235,511 0
Credit Parameters - Family

Standard Credit Parameter - low rise 0 0 0 0 0 17,008 20,031 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0 0
Adjusted Credit Parameter 0 0 0 0 0 17,008 20,031 0
2009
TAB A
(Documentation of Development Location)
TAB A.1
(Qualified Census Tract Certification)
Locality
FIPS Percent of HHDs <10%
State Code Market Area Locality Name Census Tract Poverty
51 059 Wash-Arl-Alex Fairfax County 4710.00 1.5%
51 610 Wash-Arl-Alex Falls Church City 5001.00 1.8%
51 610 Wash-Arl-Alex Falls Church City 5003.00 2.7%
51 061 Wash-Arl-Alex Fauquier County 9901.00 8.3%
51 065 Charlottesville Fluvanna County 201.00 3.8%
51 065 Charlottesville Fluvanna County 203.00 9.5%
51 620 Rural Franklin City 901.00 6.6%
51 067 Roanoke Franklin County 201.00 6.0%
51 069 Winchester Frederick County 501.00 6.9%
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8227 mapleleaf court
City State ZIP Code
springfield Virginia 22153
Geographies containing 8227 Mapleleaf Ct , Springfield , Virginia, 22153:

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State: Virginia Explain
... County: Fairfax County Census
... ... County Subdivision: Mount Vernon district Geography
... ... Census Tract: Census Tract 4924
... ... ... Block Group: Block Group 1
... ... ... ... Block: Block 1000
... ... Voting District/Remainder: NEWINGTON Voting District
... ... Traffic Analysis Zone: 563DB
http://factfinder.census.gov/servlet/AGSGeoAddressServlet 4/29/2009
Census Tract 4924, Fairfax County, Virginia - Reference Map - American FactFinder Page 1 of 1
Census Tract 4924, Fairfax County, Virginia
2.8 miles across
http://factfinder.census.gov/servlet/MapItDrawServlet?context=AdvSearch&geo_id=1400... 4/29/2009
TAB A.2
(Revitalization Area Certification)

NA
Location Map
8227 mapleleaf court springfield, va - Google Maps Page 1 of 1
Address 8227 Mapleleaf Ct

Springfield, VA 22153
©2009 Google - Map data ©2009 Tele Atlas - Terms of Use
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8227 mapleleaf court springfield, va - Google Maps Page 1 of 1
Address 8227 Mapleleaf Ct

Springfield, VA 22153
©2009 Google - Map data ©2009 Tele Atlas - Terms of Use
http://maps.google.com/maps?f=q&source=s_q&hl=en&geocode=&q=8227+mapleleaf+c... 4/29/2009
Surveyor’s Certification of Proximity
To Public Transportation
TAB B
(Partnership or Operating Agreement)
SP Springfield LP
TBD
SP Springfield GP Inc.
Investor Limited
G
General Partner
l P
Partner
.01%
99.99%
J. David Page
President
100% Owner
TAB C
(VA SCC Certification)
TAB D
(Principal’s Previous Participation Certification)
SOUTHPORT FINANCIAL SERVICES, INC.
May 2009 Resume Update
Background:
Southport Financial Services, Inc., a Washington State corporation, (“Southport”), has its
administrative headquarters in Tacoma, Washington. J. David Page is President and
sole shareholder. Other offices are in Tampa, Florida, Washington, DC and Richmond,
VA. Southport was formed in 1995. Since that time Southport has closed over thirty
properties in its East Coast division, including many Section 8, Mark to Market and
Section 236 Payoff transactions. Most of these acquisitions and redevelopments were
financed using federal Housing Tax Credits and tax-exempt bond financing. Southport
is a national company with major projects from Hawaii to the Eastern Seaboard.
Southport has a demonstrated capability of securing LIHTC allocations as well as tax-
exempt volume cap bond allocations. We often work with non-profit sponsors and
actively seek those relationships. Southport currently owns or has participation
ownership in just under 11,000 units nationwide. Over forty percent of those are on the
East Coast.
Southport Officers and Responsible Personnel

A brief resume of the responsibilities and backgrounds of the Southport personnel is
detailed below.
President & CEO. J. David Page graduated Cum Laude from Harvard University with a
degree in economics and did graduate work at the University of Washington. Mr. Page
founded Southport in 1995 after developing 6,000 units of apartments totaling $300
million in development. Three thousand of these units involved tax credits and/or tax-
exempt bond financing.
Executive Vice President; COO – Northeast & Southeast Divisions and Illinois.
Peter Leach graduated from the University of Washington Law School and was
approved to the Washington State Bar in 1968. As an attorney in Seattle at Schweppe,
Doolittle, Krug, Tausend, Beezer & Beirle, he was counsel to the largest HUD Developer
and Manager in the Northwest, Conifer Developments. He later joined that firm as its
President in 1971. In 1973 he was one of the three founders of Security Pacific, Inc.,
now known as Security Properties, acting as its General Counsel until 1975 when he
took over the development division and was responsible for developing and closing the
first three 11(b) financed elderly projects in the United States as well as closing nine
221(d) 4 GNMA Tandem transactions representing over 2,500 units in four states until
he retired from Security Pacific in 1978. From 1982 through 1984 he was a Vice
President of Eastdil Realty where he originated and closed over $40 million of Historic
Tax Credit Equity, primarily for Cornerstone Development Company, a subsidiary of the
Weyerhaeuser Company.
Senior Vice President – Mid Atlantic Manager; Roberta Ujakovich. Ms. Ujakovich
holds a Bachelor of Arts from Allegheny College and a Master in Public Policy from the
John F. Kennedy School of Government at Harvard University. She is responsible for all
aspects of acquisition and redevelopment projects, working with local development
partners throughout the country. Previously, she was Senior Vice President at The
National Housing Partnership and its successor AIMCO, a national Real Estate
Investment Trust. At AIMCO, she was responsible for transactions in a portfolio of over
400 affordable housing properties. At NHP, she was Senior Vice President - Asset
Management Transactions, managing all conventional and affordable sale, refinancing
and workout transactions for a portfolio of over 840 multifamily properties valued at over
$3 billion. Prior to NHP, Ms. Ujakovich worked as a developer for three successive,
affiliated real estate development companies: The Cafritz/Freeman Group, The
Investment Group and Rosenberg, Freeman and Associates, which developed property
in the Mid Atlantic and Midwest. During that time, the companies developed over 900
apartments in Fairfax County, including the still successful Kingsley Commons, which
was financed through Fairfax County Redevelopment and Housing Authority. Ms.
Ujakovich has also worked as a real estate consultant for owners of affordable housing
throughout the country and as a housing development loan officer for the Michigan State
Housing Development Authority.
Senior Vice President-Southeastern Manager, New Business Development -

Richard Armstrong. Mr. Armstrong holds a BA in Economics from Wake Forest
University. He is also a graduate of Virginia Tech’s Construction Management program.
Mr. Armstrong is responsible for all aspects of new business development in the
Southeast, including Virginia, North & South Carolina and Georgia. He is also
responsible for construction management of Southport’s construction and renovation
projects in the Mid Atlantic area. He came to Southport from GMAC/Newman, where he
was Senior Vice President & Manager of Asset Management/Loan Administration for
new construction and rehabilitation properties. Prior to his career with GMAC/Newman,
Mr. Armstrong was Senior Vice President of Dynex Capital, where he was manager of
the company’s affordable housing programs. Mr. Armstrong has also been a developer
of affordable housing, generating 4500 units in Virginia, North & South Carolina.
Vice President of Acquisitions for Southport Financial Services- Scott Seckinger

graduated from the Florida State University with degrees in finance and real estate. He
is involved in all aspects of the acquisition process for Southport’s east coast properties
from site identification, design, permitting, and financing to project stabilization. Before
joining Southport, Scott worked in Acquisitions for Raymond James Tax Credit Funds,
responsible for generating new business in real estate tax credit investments, managing
client relationships, and overseeing project closings.
Vice President of Development- Mary Thurman holds a Master of Social Work with a
focus on urban revitalization and community development from the George Warren
Brown School of Social Work at Washington University in St. Louis. She also holds a
Bachelor of Arts from Indiana University-Bloomington. Mary coordinates acquisition,
design, financing, and construction activities for Southport’s tax credit developments.
She also oversees the progress of projects during the design and construction phases
and works closely with property management staff both during and after a project’s
development. Before joining Southport she was the Assistant Director at DeSales
Community Housing Corporation, a non-profit affordable housing developer in St. Louis,
MO.
Local Partner Areas
Southport allocates its development activities by geographic areas.
Local
Partner-SP
Division_Name Ownership Principal Areas Business Activity Dev./Mgt
Apts
1. West & Northwest Steve and WA, AZ 9% and 4% Tax
Paul Page Credit Projects; 2,357
Market Rent Apts.
2. West Coast Garcia Inv. CA, HI 4% Tax Credit Apts. 1,124

Market Rent Apts.
3. Midwest SP-YARCO KS, MO, AR 4% Tax Credit Apts. 2,798
4. East Coast SP AL,DC,FL,LA,NJ,TN,VA 4% Tax Credit Apts.& Mkt. 3,791
5. Illinois (w/East Coast) CAMCO Chicago 4% Tax Credit Apts. 927

Sec. 8 and Mkt Rent
Total Current Division SP-Partner Apartments Owned 10,997

TAB E
(Nonprofit Questionnaire)

NA
TAB F
(Architect’s Certification)
Relocation Assistance Plan

NA
TAB H
(PHA/Section 8 Notification Letter)
TAB I
(Local CEO Letter)
TAB J
(Homeownership Plan)

NA
TAB K
(Site Control Documentation)
TABLE OF CONTENTS
ARTICLE 1 DEFINED TERMS ..................................................................................................1
ARTICLE 2 PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT ...............................9

2.1 Purchase and Sale ....................................................................................................9
2.2 Purchase Price and Deposit......................................................................................9
2.3 Escrow Provisions Regarding Deposit...................................................................10
ARTICLE 3 FEASIBILITY PERIOD........................................................................................11

3.1 Feasibility Period ...................................................................................................11
3.2 Expiration of Feasibility Period .............................................................................11
3.3 Conduct of Investigation........................................................................................12
3.4 Purchaser Indemnification .....................................................................................12
3.5 Property Materials..................................................................................................13
3.6 Property Contracts .................................................................................................14
ARTICLE 4 TITLE ....................................................................................................................14

4.1 Title Documents.....................................................................................................14
4.2 Survey ....................................................................................................................14
4.3 Objection and Response Process ...........................................................................15
4.4 Permitted Exceptions .............................................................................................16
4.5 Assumed Encumbrances ........................................................................................16
4.6 HUD Approval; VHDA Approval to the HAP Assumption; HAP
Approval ................................................................................................................20
4.7 Tax Credit Reservation Application and Deposit ..................................................23
ARTICLE 5 CLOSING ..............................................................................................................23

5.1 Closing Date...........................................................................................................23
5.2 Seller Closing Deliveries .......................................................................................24
5.3 Purchaser Closing Deliveries.................................................................................25
5.4 Closing Prorations and Adjustments......................................................................27
5.5 Post Closing Adjustments ......................................................................................32
5.6 Closing Date and Closing Documents ...................................................................32
Table of Contents
LEGAL02/31276559v2/s2 Error! Reference source not found.
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER ....................................................................................................................33
6.1 Seller’s Representations.........................................................................................33
6.2 AS-IS......................................................................................................................34
6.3 Survival of Seller’s Representations......................................................................35
6.4 Definition of Seller’s Knowledge ..........................................................................35
6.5 Representations and Warranties of Purchaser........................................................35
ARTICLE 7 OPERATION OF THE PROPERTY ....................................................................37

7.1 Leases and Property Contracts...............................................................................37
7.2 General Operation of Property...............................................................................37
7.3 Liens37
ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING ......................................................38

8.1 Purchaser’s Conditions to Closing.........................................................................38
8.2 Seller’s Conditions to Closing ...............................................................................39
ARTICLE 9 BROKERAGE .......................................................................................................40

9.1 Indemnity ...............................................................................................................40
ARTICLE 10 DEFAULTS AND REMEDIES ............................................................................40

10.1 Purchaser Default...................................................................................................40
10.2 Seller Default .........................................................................................................41
ARTICLE 11 RISK OF LOSS OR CASUALTY.........................................................................42

11.1 Major Damage .......................................................................................................42
11.2 Minor Damage .......................................................................................................42
11.3 Closing after Casualty Damage or Destruction .....................................................42
11.4 Repairs ...................................................................................................................42
ARTICLE 12 EMINENT DOMAIN ............................................................................................43

12.1 Eminent Domain ....................................................................................................43
ARTICLE 13 MISCELLANEOUS ..............................................................................................43

13.1 Binding Effect of Contract.....................................................................................43
13.2 Exhibits and Schedules ..........................................................................................43
13.3 Assignability ..........................................................................................................43
13.4 Captions .................................................................................................................44
- ii -
Table of Contents
LEGAL02/31276559v2/s2 Westminster Oaks, Springfield, VA, Property No. 039170
13.5 Number and Gender of Words...............................................................................44
13.6 Notices ...................................................................................................................44
13.7 Governing Law and Venue ....................................................................................46
13.8 Entire Agreement ...................................................................................................46
13.9 Amendments ..........................................................................................................46
13.10 Severability ............................................................................................................46
13.11 Multiple Counterparts/Facsimile Signatures..........................................................46
13.12 Construction...........................................................................................................46
13.13 Confidentiality .......................................................................................................46
13.14 Time of the Essence ...............................................................................................47
13.15 Waiver....................................................................................................................47
13.16 Attorneys Fees .......................................................................................................47
13.17 Time Zone/Time Periods .......................................................................................47
13.19 No Personal Liability of Officers, Trustees or Directors of Seller’s
Partners ..................................................................................................................47
13.20 No Exclusive Negotiations ....................................................................................47
13.21 ADA Disclosure.....................................................................................................47
13.22 No Recording .........................................................................................................48
13.23 Relationship of Parties ...........................................................................................48
13.24 AIMCO Marks .......................................................................................................48
13.25 Non-Solicitation of Employees..............................................................................48
13.26 Survival ..................................................................................................................48
13.27 Multiple Purchasers ...............................................................................................48
ARTICLE 14 LEAD–BASED PAINT DISCLOSURE ...............................................................49

14.1 Disclosure ..............................................................................................................49
Exhibits
A. Legal Description
B. Form of Assignment of Ground Lease
C. Form of Bill of Sale
D. Form of General Assignment
E. Form of Assignment and Assumption of Leases and Security Deposits
- iii -
Table of Contents
F. Form of Vendor Termination Notice
G. Form of Release and Assumption Agreement
H. Form of Assignment of HAP Contract
I. Form of Notification Letter to Tenants
J. Lead Based Paint Disclosure
Schedules
1-A List of Excluded Permits

1-B List of Excluded Fixtures and Tangible Personal Property
2.2.1 Title Company Wiring Instructions
3.5 List of Materials
- iv -
Table of Contents
1.1.7 “Assignment of HAP Contract” shall have the meaning set forth in
Section 5.2.11.
1.1.8 Assumed Encumbrances” means the Assumed Loan Documents and

certain other security and related documents in connection with the Loan.
1.1.9 “Assumed Loan Documents” means the Note, together with the Assumed
Mortgage and any other documents executed or assumed by Seller in connection with the Loan,
including without limitation the Regulatory Agreement, that certain Construction Loan
Agreement by and between Seller and VHDA, dated as of March 30, 1982, and that certain Note
Agreement by and between Seller and VHDA, dated as of March 30, 1982, as amended by that
certain Amendment to Note Agreement, dated as of April 27, 1983.
1.1.10 “Assumed Mortgage” means a Deed of Trust dated March 30, 1982 and
recorded in Deed Book 5641, page 334 in the records of Fairfax County, Virginia, as amended
by that certain Amendment to Deed of Trust and Regulatory Agreement dated April 27, 1983
and recorded in Deed Book 5762, page 1071 in the records of Fairfax County, Virginia.
1.1.11 “Assumption Application” shall have the meaning set forth in

Section 4.5.3.1.
1.1.12 “Assumption Application Submittal Deadline” shall have the meaning

set forth in Section 4.5.3.1.
1.1.13 “Business Day” means any day other than a Saturday or Sunday or
Federal holiday or legal holiday in the State of Colorado or the Commonwealth of Virginia.
1.1.14 “Closing” means the consummation of the purchase and sale and related
transactions contemplated by this Contract in accordance with the terms and conditions of this
Contract.
1.1.15 “Closing Date” means the date on which the Closing of the conveyance of
the Property is required to be held pursuant to Section 5.1.
1.1.16 “Code” shall have the meaning set forth in Section 2.3.6.
1.1.17 “Consultants” shall have the meaning set forth in Section 3.1.
1.1.18 “Damage Notice” shall have the meaning set forth in Section 11.1.
1.1.19 “Deposit” means, to the extent actually deposited by Purchaser with

Escrow Agent, the Initial Deposit, the Additional Deposit, the Tax Credit Deposit, any deposits
made in connection with Purchaser’s extension of the Closing Date on the terms and conditions
of Section 5.1.1, and any other amounts specifically referenced as becoming part of (or added to)
the “Deposit” hereunder, together with all interest accrued thereon.
-2-
Purchase and Sale Contract
1.1.20 “Escrow Agent” means Fidelity National Title Insurance Company, 8450
E. Crescent Parkway, Suite 410, Greenwood Village, CO 80111, Attn: Lindsey Mann,
Telephone: 720.200.1227, Email: lindsey.mann@fnf.com.
1.1.21 “Excluded Permits” means those Permits which, under applicable law,
are nontransferable and such other Permits, if any, as may be designated as Excluded Permits on
Schedule 1-A.
1.1.22 “Existing Survey” shall have the meaning set forth in Section 4.2.
1.1.23 “FAF” shall have the meaning set forth in Section 4.5.2.
1.1.24 “FAF Refunding Agreement” shall have the meaning set forth in Section
4.5.2.
1.1.25 “Feasibility Period” shall mean the time from the Effective Date to and
including July 14, 2009.
1.1.26 “FHA” shall have the meaning set forth in Section 13.21.
1.1.27 “Fixtures and Tangible Personal Property” means all fixtures, furniture,
furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible
personal property located on the Land or in the Improvements as of the Effective Date and used
or usable in connection with the occupation or operation of all or any part of the Property, but
only to the extent transferable. The term “Fixtures and Tangible Personal Property” does not
include (a) equipment leased by Seller and the interest of Seller in any equipment provided to the
Property for use, but not owned or leased by Seller, or (b) property owned or leased by any
Tenant or guest, employee or other person furnishing goods or services to the Property, or
(c) property and equipment owned by Seller, which in the ordinary course of business of the
Property is not used exclusively for the business, operation or management of the Property, or
(d) the property and equipment, if any, expressly identified in Schedule 1-B.
1.1.28 “Full Release” shall have the meaning set forth in Section 4.5.2.
1.1.29 “General Assignment” shall have the meaning set forth in Section 5.2.3.
1.1.30 “Good Funds” shall have the meaning set forth in Section 2.2.1.
1.1.31 “Ground Lease” shall mean that certain Lease Agreement by and
between Seller and Ground Lessor, dated as of March 30, 1982, and recorded at Deed Book
5641, page 330 in the records of Fairfax County, Virginia.
1.1.32 “Ground Lessor” shall mean Robert Pierre Johnson Housing

Development Corporation of the National Capital Area, or any applicable successors or assigns
thereof under the Ground Lease.
1.1.33 “HAP Assumption” shall have the meaning set forth in Section 4.6.4.1.
-3-
1.1.34 “HAP Contract” shall mean any Housing Assistance Payments Contract
by which rent subsidies under Section 8 of the United States Housing Act of 1937, as amended,
are provided to the Property, as such contract may be amended from time to time.
1.1.35 “HUD” means the United States Department of Housing and Urban
Development.
1.1.36 “HUD Application” shall mean any application required to be submitted

to VHDA and/or HUD in order to obtain VHDA Approval to the HAP Assumption and HUD
Approval.
1.1.37 “HUD Application Submittal Deadline” shall have the meaning set forth
in Section 4.6.5.
1.1.38 “HUD Approval” shall mean any approval required to be obtained from
HUD in order to consummate the Closing, including, but not limited to, any approval of an
assignment of a HAP Contract and, if applicable, approval of the Loan Payoff.
1.1.39 “Improvements” means all buildings and improvements located on the

Land taken “as is”.
1.1.40 “Initial Deposit” shall have the meaning set forth in Section 2.2.1.
1.1.41 “Inspections” shall have the meaning set forth in Section 3.1.
1.1.42 “Land” means all of those certain tracts of land located in the
Commonwealth of Virginia described on Exhibit A, and all rights, privileges and appurtenances
pertaining thereto.
1.1.43 “Lease(s)” means the interest of Seller in and to all leases, subleases and
other occupancy contracts, whether or not of record, which provide for the use or occupancy of
space or facilities on or relating to the Property and which are in force as of the Closing Date for
the applicable Property, but specifically excluding the Ground Lease.
1.1.44 “Leases Assignment” shall have the meaning set forth in Section 5.2.4.
1.1.45 “Lender” shall mean the Virginia Housing Development Authority; also
referred to herein as “VHDA”.
1.1.46 “Lender Fees” shall mean all fees and expenses (including, without
limitation, all servicing fees and charges, transfer fees, assumption fees, title fees, endorsement
fees, prepayment penalties, charges, premiums, pay-off fees or other fees to release Seller of all
liability under the Loan and other fees to release Seller of all liability under the Loan) imposed or
charged by VHDA or HUD or counsel thereto, including, but not limited to, any charges, fees or
expenses of Seller required to secure approval of the Loan Payoff or as may be required pursuant
to the HAP Contract Financing Adjustment Factor Provision or as required by VHDA or HUD
pursuant to the FAF Refunding Agreement, in connection with the Loan Assumption and
Release and the Assumption Application, or, if applicable, the Loan Payoff.
-4-
1.1.47 “Limited Release” shall have the meaning set forth in Section 4.5.3.1.
1.1.48 “Loan” means the indebtedness owing to VHDA evidenced by the Note.
1.1.49 “Loan Assumption and Release” shall have the meaning set forth in
Section 4.5.2.
1.1.50 “Loan Assumption Notice” shall have the meaning set forth in Section
4.5.2.
1.1.51 “Loan Balance” shall have the meaning set forth in Section 2.2.3.
1.1.52 “Loan Payoff” means payment in full (which payment may be made out
of the proceeds of the Purchase Price) of the outstanding principal balance of the Note together
with all interest accrued under the Note prior to the Closing Date, and all other amounts due and
owing to the Lender in connection with the Loan.
1.1.53 “Losses” shall have the meaning set forth in Section 3.4.1.
1.1.54 “Management Contract” means that certain Property Management

Agreement between Seller and NHPMN Management, LLC pertaining to management of the
Land and Improvements.
1.1.55 “Materials” shall have the meaning set forth in Section 3.5.1.
1.1.56 “Miscellaneous Property Assets” means all contract rights (including,

without limitation, rights under any HAP Contract), leases, concessions, warranties, plans,
drawings and other items of intangible personal property relating to the ownership or operation
of the Property and owned by Seller, excluding, however, (a) receivables, (b) Property Contracts,
(c) Leases, (d) Permits, (e) Fixtures and Tangible Personal Property, (f) cash or other funds,
whether in petty cash or house “banks,” or on deposit in bank accounts or in transit for deposit,
(g) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior
to the Closing Date, (h) utility and similar deposits, (i) insurance or other prepaid items, (j)
subject to Section 4.6.8, any Residual Receipts Account, (k) any capital replacement, repair or
other reserves held by Seller, or any other party on behalf of or for the benefit of Seller, with
respect to the Property, (l) Seller’s proprietary books and records, (m) escrows held by Lender
for real property taxes, insurance and mortgage insurance premiums, (n) HAP Contract subsidy
payments through the Closing Date, (o) the Management Contract, (p) the Ground Lease, or
(q) any right, title or interest in or to the AIMCO Marks. The term “Miscellaneous Property
Assets” also shall include all of Seller’s rights, if any, in and to the name “Westminster Oaks” as
it relates solely to use in connection with the Property (and not with respect to any other property
owned or managed by Seller, Property Manager, AIMCO, or their respective affiliates).
1.1.57 “New Exception” shall have the meaning set forth in Section 4.3.2.
1.1.58 “New Exception Review Period” shall have the meaning set forth in
Section 4.3.2.
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1.1.59 “Note” means, collectively, (i) that certain Deed of Trust Note dated
March 30, 1982 in the original stated principal amount of $2,034,327.00, executed by Seller and
payable to the order of VHDA, as amended by that certain Amendment to Deed of Trust Note
dated April 27, 1983, which reduced the original stated principal amount of said note to
$1,938,053.00, and (ii) that certain Deed of Trust Note dated March 30, 1982 in the original
stated principal amount of $287,035.00, executed by Seller and payable to the order of VHDA,
as amended by that certain Amendment to Deed of Trust Note dated April 27, 1983, which
reduced the original stated principal amount of said note to $273,451.00.
1.1.60 “Objection Deadline” shall have the meaning set forth in Section 4.3.
1.1.61 “Objection Notice” shall have the meaning set forth in Section 4.3.
1.1.62 “Objections” shall have the meaning set forth in Section 4.3.
1.1.63 “Payoff Consents and Purchaser-Provided Notices” shall have the

meaning set forth in Section 4.5.2.
1.1.64 “Permits” means all licenses and permits granted by any governmental
authority having jurisdiction over the Property owned by Seller and required in order to own and
operate the Property.
1.1.65 “Permitted Exceptions” shall have the meaning set forth in Section 4.4.
1.1.66 “Prohibited Person” means any of the following: (a) a person or entity
that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) a
person or entity owned or controlled by, or acting for or on behalf of any person or entity that is
listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a
person or entity that is named as a “specially designated national” or “blocked person” on the
most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person or
entity that is otherwise the target of any economic sanctions program currently administered by
OFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a),
(b), (c) and/or (d) above.
1.1.67 “Property” means (a) Seller’s right, title and interest in and to the Ground
Lease and all rights of Seller, if any, in and to all of the easements, rights, privileges, and
appurtenances belonging or in any way appertaining to the Land and Improvements, (b) the
Property Contracts, Leases, Permits (other than Excluded Permits), and the right, if any, of Seller
in and to the Fixtures and Tangible Personal Property, and (c) the Miscellaneous Property Assets
owned by Seller which are located on the Property and used in its operation.
1.1.68 “Property Contracts” means all contracts, agreements, equipment leases,

purchase orders, maintenance, service, or utility contracts and similar contracts, excluding
Leases and the Ground Lease, regardless of whether entered into by Seller, Property Manager, or
an affiliate of either, which relate to the ownership, maintenance, construction or repair and/or
operation of the Property, whether or not assignable by their terms, but not including (a) any
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national contracts entered into by Seller, Property Manager, or AIMCO with respect to the
Property (i) which terminate automatically upon transfer of the Property by Seller, or (ii) which
Seller, in Seller’s sole discretion, elects to terminate with respect to the Property effective as of
the Closing Date, or (b) any property management contract for the Property or (c) the HAP
Contract (if, pursuant to the terms of this Agreement, the HAP Contract is not required to be
assigned). Property Contracts shall not include forward or similar long-term contracts to
purchase electricity, natural gas, or other utilities, which contracts shall be “Utility Contracts”
governed by the provisions of Section 5.4.11.
1.1.69 “Property Contracts Notice” shall have the meaning set forth in
Section 3.6.
1.1.70 “Property Manager” means the current property manager of the

Property.
1.1.71 “Proration Schedule” shall have the meaning set forth in Section 5.4.1.
1.1.72 “Purchase Price” means the consideration to be paid by Purchaser to

Seller for the purchase of the Property pursuant to Section 2.2.
1.1.73 “Records Disposal Notice” shall have the meaning set forth in
Section 5.4.12.
1.1.74 “Records Hold Period” shall have the meaning set forth in
Section 5.4.12.
1.1.75 “Regional Property Manager” shall mean Richard Briemann.
1.1.76 “Regulatory Agreement” means that certain Regulatory Agreement by

and between Seller, Ground Lessor, and VHDA dated March 30, 1982 and recorded in Deed
Book 5641, page 346 in the records of Fairfax County, Virginia, as amended by that certain
Amendment to Deed of Trust and Regulatory Agreement dated April 27, 1983 and recorded in
Deed Book 5762, page 1071 in the records of Fairfax County, together with any other
agreements that will continue to bind Purchaser or the Property after Closing.
1.1.77 “Release and Assumption Agreement” shall have the meaning set forth
in Section 5.2.10.
1.1.78 “Repairs” shall have the meaning set forth in Section 11.1.
1.1.79 “Required Assignment Consent” shall have the meaning set forth in
Section 3.6.
1.1.80 “Required Loan Fund Amounts” shall have the meaning set forth in
Section 4.5.3.5.
1.1.81 “Residual Receipts Account” shall have the meaning set forth in
Section 4.6.10.
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1.1.82 “Response Deadline” shall have the meaning set forth in Section 4.3.
1.1.83 “Response Notice” shall have the meaning set forth in Section 4.3.
1.1.84 “Seller’s Indemnified Parties” shall have the meaning set forth in
Section 3.4.1.
1.1.85 “Seller’s Property-Related Files and Records” shall have the meaning
set forth in Section 5.4.12.
1.1.86 “Seller’s Representations” shall have the meaning set forth in

Section 6.1.
1.1.87 “Specific AIMCO Provisions” shall have the meaning set forth in
Section 4.5.3.1.
1.1.88 “Survey” shall have the meaning ascribed thereto in Section 4.2.
1.1.89 “Survival Period” shall have the meaning set forth in Section 6.3.
1.1.90 “Survival Provisions” shall have the meaning set forth in Section 13.26.
1.1.91 “Tax Credit Reservation Application” shall have the meaning set forth
in Section 4.7.
1.1.92 “Tenant” means any person or entity entitled to occupy any portion of the
Property under a Lease.
1.1.93 “Tenant Deposits” means all security deposits, prepaid rentals, cleaning
fees and other refundable deposits and fees collected from Tenants, plus any interest accrued
thereon, paid by Tenants to Seller pursuant to the Leases. Tenant Deposits shall not include any
non-refundable deposits or fees paid by Tenants to Seller (other than non-refundable, upfront pet
deposits), either pursuant to the Leases or otherwise.
1.1.94 “Tenant Security Deposit Balance” shall have the meaning set forth in
Section 5.4.6.2.
1.1.95 “Terminated Contracts” shall have the meaning set forth in Section 3.6.
1.1.96 “Third-Party Reports” means any reports, studies or other information

prepared or compiled for Purchaser by any Consultant or other third-party in connection with
Purchaser’s investigation of the Property.
1.1.97 “Title Commitment” shall have the meaning ascribed thereto in

Section 4.1.
1.1.98 “Title Documents” shall have the meaning set forth in Section 4.1.
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1.1.99 “Title Insurer” means Fidelity National Title Insurance Company, 8450
E. Crescent Parkway, Suite 410, Greenwood Village, CO 80111, Attn: Lindsey Mann,
Telephone: 720.200.1227, Email: lindsey.mann@fnf.com.
1.1.100“Title Policy” shall have the meaning set forth in Section 4.1.
1.1.101“Uncollected Rents” shall have the meaning set forth in Section 5.4.6.1.
1.1.102“Utility Contract” shall have the meaning set forth in Section 5.4.11.
1.1.103“Vendor Terminations” shall have the meaning set forth in Section 5.2.5.
1.1.104 “VHDA” shall mean the Virginia Housing Development Authority, and
may sometimes be referred to herein as “Lender”.
1.1.105“VHDA Approval” shall mean any approval required to be obtained from

VHDA in order to consummate the Closing, including, but not limited to, any approval of the
Assumption Application, any approval required in connection with the Loan Assumption and
Release or the Loan Payoff, as applicable, and any approval required in connection with the HAP
Assumption.
ARTICLE 2
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT
2.1 Purchase and Sale. Seller agrees to sell and convey the Property to Purchaser
and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and
conditions set forth in this Contract.
2.2 Purchase Price and Deposit. The total purchase price (“Purchase Price”) for
the Property shall be $4,500,000.00, which shall be payable by Purchaser, as follows:
2.2.1 Within two (2) Business Days following the Effective Date, Purchaser
shall deliver to Escrow Agent an initial deposit (the “Initial Deposit”) of $100.00 by wire
transfer of immediately available funds (“Good Funds”) pursuant to the wiring instructions
attached hereto as Schedule 2.2.1. The Initial Deposit shall be held and disbursed in accordance
with the escrow provisions set forth in Section 2.3.
2.2.2 On or before the first Business Day after the Feasibility Period expires,
Purchaser shall deliver to Escrow Agent an additional deposit (the “Additional Deposit”) of
$67,500.00 by wire transfer of Good Funds. The Additional Deposit shall be held and disbursed
in accordance with the escrow provisions set forth in Section 2.3.
2.2.3 At the Closing, subject to Purchaser’s obligations under Section 4.5,

Purchaser shall receive a credit against the Purchase Price in the amount of the outstanding
principal balance of the Note as of the Closing Date (the “Loan Balance”), to the extent that the
Loan Assumption and Release occurs at the Closing on the terms and conditions of this Contract.
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2.2.4 If the Loan Payoff is to occur at the Closing on the terms and conditions of
this Contract, then Purchaser shall receive no credit for the Loan Balance, and, instead, the Loan
Payoff shall occur at the Closing. The balance of the Purchase Price for the Property shall be
paid to and received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.
on the Closing Date.
2.3 Escrow Provisions Regarding Deposit.
2.3.1 Escrow Agent shall hold the Deposit in accordance with the terms of this
Contract. Escrow Agent shall invest the Deposit in such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or
bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and
income thereon shall become part of the Deposit and shall be remitted to the party entitled to the
Deposit pursuant to this Contract.
2.3.2 Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the
Closing Date, at which time the Deposit shall be applied against the Purchase Price, or released
to Seller pursuant to Section 10.1, or (ii) the date on which Escrow Agent shall be authorized to
disburse the Deposit as set forth in Section 2.3.3. The tax identification numbers of the parties
shall be furnished to Escrow Agent upon request.
2.3.3 If either party makes a written demand upon Escrow Agent for payment of
the Deposit, Escrow Agent shall give written notice to the other party of such demand. If
Escrow Agent does not receive a written objection from the other party to the proposed payment
within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to
make such payment. If Escrow Agent does receive such written objection within such 5-
Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed
by written instructions from the parties to this Contract or a final judgment or arbitrator’s
decision. However, Escrow Agent shall have the right at any time to deposit the Deposit and
interest thereon, if any, with a court of competent jurisdiction in the state (or commonwealth, as
the case may be) in which the Property is located. Escrow Agent shall give written notice of
such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder. Any return of the Deposit to
Purchaser provided for in this Contract shall be subject to Purchaser’s obligations set forth in
Section 3.5.2.
2.3.4 The parties acknowledge that Escrow Agent is acting solely as a

stakeholder at their request and for their convenience, and that Escrow Agent shall not be
deemed to be the agent of either of the parties for any act or omission on its part unless taken or
suffered in bad faith in willful disregard of this Contract or involving gross negligence. Seller
and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney’s fees, incurred in
connection with the performance of Escrow Agent’s duties hereunder, except with respect to
actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this
Contract or involving gross negligence on the part of the Escrow Agent.
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2.3.5 The parties shall deliver to Escrow Agent an executed copy of this
Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto
which shall confirm Escrow Agent’s agreement to comply with the terms of Seller’s closing
escrow instruction letter delivered at Closing and the provisions of this Section 2.3.
2.3.6 Escrow Agent, as the person responsible for closing the transaction within
the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the
“Code”), shall file all necessary information, reports, returns, and statements regarding the
transaction required by the Code including, but not limited to, the tax reports required pursuant
to Section 6045 of the Code. Further, Escrow Agent agrees to indemnify and hold Purchaser,
Seller, and their respective attorneys and brokers harmless from and against any Losses resulting
from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this
section.
2.3.7 The provisions of this Section 2.3 shall survive the termination of this
Contract, and if not so terminated, the Closing and delivery of the Assignment of Ground Lease
to Purchaser.
ARTICLE 3
FEASIBILITY PERIOD
3.1.1 Feasibility Period. Subject to the terms of Sections 3.3 and 3.4 and the
rights of Tenants under the Leases, during the Feasibility Period and at such times and for such
purposes thereafter during the pendency of this Contract as are approved by Seller in writing,
such approval not to be unreasonably withheld (unless the provisions of this Contract otherwise
provide that approval or consent of Purchaser’s Inspections may be withheld by Seller in its sole
discretion), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, “Consultants”) shall, at no cost or expense to Seller, have the right from time to
time to enter onto the Property to conduct and make any and all customary studies, tests,
examinations, inquiries, inspections, and investigations of or concerning the Property, to review
the Materials, and to otherwise confirm any and all matters which Purchaser may reasonably
desire to confirm with respect to the Property (collectively, the “Inspections”).
3.2 Expiration of Feasibility Period. If any of the matters referred to in Section 3.1
or any title or survey matters appear unsatisfactory to Purchaser for any reason, or for no reason
whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right to
terminate this Contract by giving written notice to that effect to Seller and Escrow Agent no later
than 5:00 p.m. on or before the date of expiration of the Feasibility Period. If Purchaser provides
such notice, this Contract shall terminate and be of no further force and effect subject to and
except for the Survival Provisions, and Escrow Agent shall return the Initial Deposit to
Purchaser. If Purchaser fails to provide Seller with written notice of termination prior to the
expiration of the Feasibility Period, Purchaser’s right to terminate under this Section 3.2 shall be
permanently waived and this Contract shall remain in full force and effect, the Deposit shall be
non-refundable, and Purchaser’s obligation to purchase the Property shall be non-contingent and
unconditional except only for satisfaction of the conditions expressly stated in Section 8.1.
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3.3 Conduct of Investigation. Purchaser shall not permit any mechanics’ or
materialmen’s liens or any other liens to attach to the Property by reason of the performance of
any work or the purchase of any materials by Purchaser or any other party in connection with
any Inspections conducted by or for Purchaser. Purchaser shall give reasonable advance notice
to Seller prior to any entry onto the Property and shall permit Seller to have a representative
present during all Inspections conducted at the Property. Purchaser shall take all reasonable
actions and implement all protections necessary to ensure that all actions taken in connection
with the Inspections, and all equipment, materials and substances generated, used or brought
onto the Property pose no material threat to the safety of persons, property or the environment
and cause no damage to the Property or other property of Seller or other persons. The provisions
of this Section 3.3 shall survive the termination of this Contract, and if not so terminated shall
survive the Closing and delivery of the Assignment of Ground Lease to Purchaser.
3.4 Purchaser Indemnification.
3.4.1 Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller’s sole discretion), defend (with counsel approved by Seller) Seller, together with Seller’s
affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members,
employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property
Manager, Regional Property Manager, and AIMCO (collectively, including Seller, “Seller’s
Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s
liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and
expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and
appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry
onto the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants
with respect to the Property during the Feasibility Period or otherwise.
3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall

not be permitted to perform any invasive tests on the Property without Seller's prior written
consent, which consent may be withheld in Seller's sole discretion. Further, Seller shall have the
right, without limitation, to disapprove any and all entries, surveys, tests (including, without
limitation, a Phase II environmental study of the Property), investigations and other matters that
in Seller’s reasonable judgment could result in any injury to the Property or breach of any
contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely
affect the Property or Seller’s interest therein. Purchaser shall use best efforts to minimize
disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this
Section. No consent by Seller to any such activity shall be deemed to constitute a waiver by
Seller or assumption of liability or risk by Seller. Purchaser hereby agrees to restore, at
Purchaser’s sole cost and expense, any portion of the Property altered or damaged by Purchaser’s
exercise of its rights pursuant to this Article 3 to the same condition existing immediately prior to
such alteration or damage. Purchaser shall maintain and cause its Consultants to maintain
(a) casualty insurance and Commercial General Liability insurance with coverages of not less
than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to
more than one person and $1,000,000.00 with respect to property damage, and (b) worker’s
compensation insurance for all of their respective employees in accordance with the law of the
state (or commonwealth, as the case may be) in which the Property is located. Purchaser shall
deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the
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form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s
Consultants’ entry onto the Property, or (ii) the expiration of 5 days after the Effective Date. The
provisions of this Section 3.4 shall survive the termination of this Contract, and if not so
terminated, the Closing and delivery of the Assignment of Ground Lease to Purchaser.
3.5 Property Materials.
3.5.1 Within ten (10) days after the Effective Date, and to the extent the same
exist and are in Seller’s possession or reasonable control (subject to Section 3.5.2), Seller agrees
to make the documents set forth on Schedule 3.5 (together with any other documents or
information provided to Seller or its agents to Purchaser or Purchaser’s Consultants with respect
to the Property, the “Materials”) available at the Property for review and copying by Purchaser
at Purchaser’s sole cost and expense. In the alternative, at Seller’s option and within the
foregoing 10-day period, Seller may deliver some or all of the Materials to Purchaser, or make
the same available to Purchaser on a secure web site (Purchaser agrees that any item to be
delivered by Seller under this Contract shall be deemed delivered to the extent available to
Purchaser on such secured web site). To the extent that Purchaser determines that any of the
Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1,
Purchaser shall notify Seller and Seller shall use commercially reasonable efforts to deliver the
same to Purchaser within 5 Business Days after such notification is received by Seller; provided,
however, that under no circumstances will the Feasibility Period be extended and Purchaser’s
sole remedy will be to terminate this Contract pursuant to Section 3.2.
3.5.2 In providing the Materials to Purchaser, other than Seller’s

Representations, Seller makes no representation or warranty, express, written, oral, statutory, or
implied, and all such representations and warranties are hereby expressly excluded and
disclaimed. All Materials are provided for informational purposes only and, together with all
Third-Party Reports, shall be returned by Purchaser to Seller (or the destruction thereof shall be
certified in writing by Purchaser to Seller) as a condition to return of the Deposit to Purchaser (if
Purchaser is otherwise entitled to such Deposit pursuant to the terms of this Contract) if this
Contract is terminated for any reason. Recognizing that the Materials delivered or made
available by Seller pursuant to this Contract may not be complete or constitute all of such
documents which are in Seller’s possession or control, but are those that are readily and
reasonably available to Seller, Purchaser shall not in any way be entitled to rely upon the
completeness or accuracy of such Materials and will instead in all instances rely exclusively on
its own Inspections and Consultants with respect to all matters which it deems relevant to its
decision to acquire, own and operate the Property.
3.5.3 In addition to the items set forth on Schedule 3.5, no later than ten (10)
days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to
Purchaser as provided under Section 3.5.1) the most recent rent roll for the Property listing the
unit number, move-in date, monthly base rent payable, lease expiration date, unapplied Tenant
Deposits, the amount of any HUD rent subsidy, the amount of the tenant payment, delinquencies,
and rent credits or concessions for each Lease, it being acknowledged by Purchaser that such
information may be contained on one or more reports relating to the Property as and to the extent
prepared by Seller in the ordinary course of its business, which may or may not be referred to as
or entitled the “rent roll” (whether one or multiple reports, the “Rent Roll”). The Rent Roll shall
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be part of the Materials for all purposes under this Contract and Seller makes no representations
or warranties regarding the Rent Roll other than the express representation set forth in
Section 6.1.7. Seller shall update the Rent Roll in accordance with Section 5.2.9.
3.6 Property Contracts. On or before the expiration of the Feasibility Period,

Purchaser may deliver written notice to Seller (the “Property Contracts Notice”) specifying any
Property Contracts which Purchaser desires to terminate at the Closing (the “Terminated
Contracts”); provided that (a) the effective date of such termination on or after Closing shall be
subject to the express terms of such Terminated Contracts (and, to the extent that the effective
date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be
deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the
Closing Date), (b) if any such Property Contract cannot by its terms be terminated, it shall be
assumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any such
Terminated Contract requires payment of a penalty, premium, or damages, including liquidated
damages, for cancellation, Purchaser shall be solely responsible for the payment of any such
cancellation fees, penalties, or damages, including liquidated damages. If Purchaser fails to
deliver the Property Contracts Notice on or before the expiration of the Feasibility Period, there
shall be no Terminated Contracts and Purchaser shall assume all Property Contracts at the
Closing. To the extent that any Property Contract to be assumed by Purchaser (including any
Property Contracts that, because of advance notice requirements, will be temporarily assumed by
Purchaser pending the effective date of termination after the Closing Date) is either (i) assignable
but requires the applicable vendor to consent to the assignment or assumption of the Property
Contract by Seller to Purchaser, or (ii) is not assignable (either by its terms or by applicable law),
then, prior to the Closing, Purchaser shall be responsible for obtaining from each applicable
vendor a consent (each a “Required Assignment Consent”) to the assignment of the Property
Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under such
Property Contract). Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller’s sole discretion), defend (with counsel approved by Seller) Seller’s Indemnified Parties
from and against any and all Losses arising from or related to Purchaser’s failure to obtain any
Required Assignment Consent.
ARTICLE 4
TITLE
4.1 Title Documents. Within ten (10) days after the Effective Date, Seller shall
cause to be delivered to Purchaser a standard form commitment (“Title Commitment”) to
provide an American Land Title Association for owner’s title insurance policy for the Property,
using the policy jacket customarily provided by the Title Insurer, in an amount equal to the
Purchase Price (the “Title Policy”), together with copies of all instruments identified as
exceptions therein (together with the Title Commitment, referred to herein as the “Title
Documents”). Purchaser shall be solely responsible for payment of the basic premium for the
Title Policy together with all other costs relating to procurement of the Title Commitment, the
Title Policy, and any requested endorsements.
4.2 Survey. Subject to Section 3.5.2, within ten (10) days after the Effective Date,
Seller shall deliver to Purchaser or make available at the Property any existing survey of the
Property (the "Existing Survey"). Purchaser may, at its sole cost and expense, order a new or
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updated survey of the Property either before or after the Effective Date (such new or updated
survey, together with any Existing Survey, is referred to herein as the "Survey").
4.3 Objection and Response Process.
4.3.1 On or before the date which is ten (10) days after receipt of the Title
Documents (the “Objection Deadline”), Purchaser or its counsel shall give written notice (the
“Objection Notice”) to the attorneys for Seller of any matter set forth in the Title Documents or
the Survey to which Purchaser objects (the “Objections”). If Purchaser fails to tender an
Objection Notice on or before the Objection Deadline, Purchaser shall be deemed to have
approved and irrevocably waived any objections to any matters covered by the Title Documents
and the Survey. On or before five (5) days after Seller’s receipt of the Objection Notice (the
“Response Deadline”), Seller may, in Seller’s sole discretion, give Purchaser notice (the
“Response Notice”) of those Objections which Seller is willing to cure, if any. Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the Objections. If Seller fails to
deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not
to cure or otherwise resolve any matter set forth in the Objection Notice. If Purchaser is
dissatisfied with the Response Notice or Seller’s lack of a Response Notice, Purchaser may, as
its exclusive remedy, exercise its right to terminate this Contract prior to the expiration of the
Feasibility Period in accordance with the provisions of Section 3.2. If Purchaser fails to timely
exercise such termination right on or before the Final Response Deadline, Purchaser shall be
deemed to have elected to accept the Title Documents and Survey with resolution, if any, of the
Objections as set forth in the Response Notice (or if no Response Notice is tendered, without any
resolution of the Objections) and without any reduction or abatement of the Purchase Price.
4.3.2 If at any time after the expiration of the Feasibility Period, any update to
the Title Commitment discloses any additional item that (a) materially adversely affects title to
the Property, and (b) is first placed of record after the effective date of the Title Commitment
delivered to Purchaser during the Feasibility Period (the “New Exception”), Purchaser shall
have a period of five (5) Business Days from the date of its receipt of such update (the “New
Exception Review Period”) to review and notify Seller in writing of Purchaser’s approval or
disapproval of the New Exception. If Purchaser disapproves of the New Exception, Seller may,
in Seller’s sole discretion, notify Purchaser as to whether it is willing to cure the New
Exception. If Seller elects to cure the New Exception, Seller shall be entitled to reasonable
adjournments of the Closing Date to cure the New Exception. If Seller fails to deliver a notice to
Purchaser within five (5) Business Days after the expiration of the New Exception Review
Period, Seller shall be deemed to have elected not to cure the New Exception. If Purchaser is
dissatisfied with Seller’s response, or lack thereof, Purchaser may, as its exclusive remedy elect
either: (i) to terminate this Contract, in which event the Deposit shall be promptly returned to
Purchaser or (ii) to waive the New Exception and proceed with the transactions contemplated by
this Contract, in which event Purchaser shall be deemed to have approved the New Exception. If
Purchaser fails to notify Seller of its election to terminate this Contract in accordance with the
foregoing clause within six (6) days after the expiration of the New Exception Review Period,
Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to
the New Exception.
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4.4 Permitted Exceptions. The Assignment of Ground Lease delivered pursuant to
this Contract shall be subject to the following, all of which shall be deemed “Permitted
Exceptions”.
4.4.1 All matters shown in the Title Documents and the Survey, other than
(a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Notice
under Section 4.3, (b) mechanics’ liens and taxes due and payable with respect to the period
preceding Closing, (c) the standard exception regarding the rights of parties in possession which
shall be limited to those parties in possession pursuant to the Leases, and (d) the standard
exception pertaining to taxes which shall be limited to taxes and assessments payable in the year
in which the Closing occurs and subsequent taxes and assessments;
4.4.2 All Leases;
4.4.3 The terms and conditions of the Ground Lease;
4.4.4 The Assumed Encumbrances, if any and, if applicable, the HAP Contract;
4.4.5 Applicable zoning and governmental regulations and ordinances;
4.4.6 Any defects in or objections to title to the Property, or title exceptions or

encumbrances, arising by, through or under Purchaser; and
4.4.7 The terms and conditions of this Contract, provided, however, that the
terms and conditions of this Contract shall not be contained in, or referenced in, any assignment,
deed, or conveyance document filed of public record.
4.5 Assumed Encumbrances.
4.5.1 Purchaser recognizes and agrees that, in connection with the Loan, the
Property presently is encumbered by the Assumed Encumbrances. Within 10 days after the
Effective Date, Seller agrees that it will make available to Purchaser (in the same manner in
which Seller is permitted to make the Materials available to Purchaser under Section 3.5.1)
copies of the Assumed Encumbrances which are in Seller’s possession or reasonable control
(subject to Section 3.5.2). Notwithstanding the foregoing or Section 4.4 to the contrary, it is
understood and agreed that, whether or not Purchaser gives an Objection Notice with respect
thereto, if Purchaser causes the Loan Payoff to occur at Closing on the terms and conditions
hereof, then any Assumed Mortgage and Assumed Loan Documents shall not be deemed
Permitted Exceptions, whether Purchaser gives further written notice of such or not, and shall, be
paid off, satisfied, discharged and/or cured from proceeds of the Purchase Price at Closing.
4.5.2 Purchaser acknowledges that Purchaser has the opportunity either to

assume the Note or to cause prepayment of the Note at Closing. Therefore, Purchaser agrees
that, at the Closing, subject to the terms of this Contract, including without limitation this Section
4.5.2, either (a) the Loan Payoff shall be made, or (b) (i) Purchaser shall assume Seller's
obligations under the Note and all of the other Assumed Loan Documents and accept title to the
Property subject to the Assumed Mortgage and the Assumed Encumbrances, and (ii) VHDA
shall release Seller, as well as any guarantors and other obligated parties under the Assumed
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Loan Documents, from all obligations under the Assumed Loan Documents (and any related
guarantees or letters of credit), including, without limitation, any obligation to make payments of
principal and interest under the Note (the “Full Release”), and (iii)VHDA shall approve
Purchaser's assumption of the Assumed Loan Documents and the transfer of the Property to
Purchaser for the Property (collectively, the foregoing (i), (ii) and (iii) referred to herein as the
“Loan Assumption and Release”). If Purchaser decides to assume the Assumed Loan
Documents and cause the Loan Assumption and Release as aforesaid, Purchaser shall notify
Seller in writing of same on or before the end of the Feasibility Period (the “Loan Assumption
Notice”). Purchaser acknowledges that the HAP Contract is subject to the HUD rules and
regulations relating to the Financing Adjustment Factor ("FAF") and that the Property is subject
to a FAF Refunding Agreement between VHDA and HUD (the “FAF Refunding Agreement”)
and that as such VHDA and/or HUD approval will be required to permit prepayment of the Loan
and that such approval may require substantial payments to VHDA and/or HUD. In the event
Purchaser fails to or otherwise elects not to timely deliver the Loan Assumption Notice in
accordance with the above, Purchaser shall be deemed to have elected to cause the Loan Payoff
to occur at Closing, in which case Purchaser shall be responsible, at Purchaser's sole cost and
expense, for obtaining all necessary consents from VHDA and HUD and giving all required
notices thereto related to the Loan Payoff within the appropriate time frame prior to Closing
(collectively, the “Payoff Consents and Purchaser-Provided Notices”), and Purchaser shall
pay all Lender Fees in connection with the Loan Payoff. If VHDA or HUD require Seller to
execute or provide notices in order to provide VHDA or HUD consent to the Loan Payoff,
Purchaser and Seller acknowledge that such notices remain the sole obligation of the Purchaser
to VHDA or HUD, as applicable, and that Seller agrees to reasonably cooperate with Purchaser,
at no cost or expense to Seller, in executing or providing such notices. If applicable, Purchaser
also shall be responsible after the Closing for providing all required notices to HUD or VHDA
(or any other applicable federal or state agency) that the Loan Payoff has occurred.
4.5.3 In the event Purchaser elects to cause the Loan Assumption and Release to
occur on the terms and conditions hereof by its timely delivery of the Loan Assumption Notice,
the following provisions of this Section 4.5.3 shall apply:
4.5.3.1 Purchaser acknowledges and agrees that (x) certain of

the provisions of the Assumed Loan Documents may have been negotiated for the
exclusive benefit of Seller, AIMCO or their respective affiliates (the “Specific AIMCO
Provisions”), and (y) unless VHDA otherwise agrees in VHDA's sole and arbitrary
discretion, Purchaser will not be permitted to assume the benefit of the Specific AIMCO
Provisions and the same shall be of no further force or effect from and after the Closing
Date. Notwithstanding the terms of Section 4.5.2(b)(ii) to the contrary, in the event
VHDA is, after Purchaser diligently pursues the Full Release described hereinabove, only
willing to release Seller from those obligations under the Assumed Loan Documents first
arising or accruing from and after the Closing Date (the “Limited Release”), then Seller
shall have the option of either (i) terminating this Contract, in which case the Deposit will
be returned to Purchaser and this Contract shall be of no further force and effect subject
to and except for the Survival Provisions, or (ii) waiving such termination right and its
right to receive the Full Release as a condition to Closing hereunder, in which case the
Limited Release shall be deemed an effective “release” for the purposes of the Loan
Assumption and Release and the occurrence thereof as a condition to Closing hereunder.
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Purchaser further acknowledges that the Regulatory Agreement and the other Assumed
Loan Documents require the satisfaction by Purchaser of certain requirements as set forth
therein to allow for the Loan Assumption and Release and the transaction(s)
contemplated by this Contract. Accordingly, Purchaser, at its sole cost and expense and
within five (5) Business Days after Purchaser delivers the Loan Assumption Notice (the
“Assumption Application Submittal Deadline”), shall submit all application
documents, certificates, agreements, information and fees (collectively, the “Assumption
Application”) required by VHDA or otherwise set forth in the Assumed Loan
Documents to allow for the Loan Assumption and Release and the transaction(s)
contemplated by this Contract. Purchaser shall be in default hereunder if Purchaser fails
to submit the Assumption Application to VHDA by the Assumption Application
Submittal Deadline, in which event Seller may terminate this Contract and the Deposit
shall be immediately released by the Escrow Agent to Seller. Prior to the Closing,
Purchaser shall, at its sole cost and expense, secure any approvals required from VHDA
in connection with the Loan Assumption and Release. Without limiting the generality of
the foregoing, Purchaser shall pay the cost of any physical inspection report required in
connection with obtaining the Loan Assumption and Release.
4.5.3.2 Purchaser agrees promptly to deliver to VHDA all

documents and information required by the Assumed Loan Documents or by the VHDA
in order to obtain the Loan Assumption and Release, and such other information or
documentation as the VHDA reasonably may request, including, without limitation,
financial statements, income tax returns and other financial information for Purchaser and
any required guarantor, materials, documents, certificates, signatures, and other items.
Purchaser acknowledges that the VHDA’s assumption guidelines may not be consistent
with the provisions of the Assumed Loan Documents concerning the Loan Assumption
and Release. Purchaser shall coordinate with the VHDA to comply with the appropriate
provisions of both the Assumed Loan Documents and VHDA’s assumption guidelines in
order to allow for the Loan Assumption and Release. Seller agrees that it will cooperate
with Purchaser and VHDA, at no cost or expense to Seller, in connection with
Purchaser’s application to VHDA for approval of the Loan Assumption and Release.
Seller reserves the right to reject, in Seller’s sole discretion, the terms and conditions
imposed on Seller by VHDA in connection with the Loan Assumption and Release;
provided, however, that if (i) VHDA has agreed to provide the Full Release, (ii) the terms
of the Loan Assumption and Release do not impose any additional liability on Seller (to
wit, liability of any kind beyond Purchaser’s obligation to pay all Lender Fees) or
otherwise adversely affect the economic remuneration due Seller from the sale
contemplated hereby, and (iii) Seller nevertheless rejects the terms of the Loan
Assumption and Release, thereby causing Purchaser’s failure to obtain VHDA Approval
to the Loan Assumption and Release on or before the Closing Date, this Contract shall
terminate, Purchaser shall receive a return of the Deposit, and this Contract shall be of no
further force and effect subject to and except for the Survival Provisions.
4.5.3.3 Purchaser agrees to provide Seller with a copy of the

Assumption Application no later than 2 Business Days prior to the Assumption
Application Submittal Deadline and shall provide to Seller on or before the Assumption
Application Submittal Deadline evidence of its submission of the foregoing to VHDA on
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or before the Assumption Application Submittal Deadline. Purchaser shall be responsible
at its sole cost and expense for correcting and re-submitting any deficiencies noted by the
VHDA in connection with the Assumption Application no later than 5 Business Days
after notification from the VHDA of such deficiency. Purchaser also shall provide Seller
with a copy of any correspondence from the VHDA with respect to the Assumption
Application no later than 3 Business Days after receipt of such correspondence from the
VHDA. In the event that the VHDA at any time disapproves the Assumption
Application, this Contract shall terminate, Seller shall be entitled to retain the Deposit,
and this Contract shall be of no further force and effect subject to and except for the
Survival Provisions.
4.5.3.4 Purchaser shall pay all Lender Fees in connection with

the Loan Assumption and Release. The provisions of this Section 4.5.3.4 shall survive
the termination of this Contract and the Closing.
4.5.3.5 At Seller’s option, either (i) Purchaser shall be

responsible for (a) replacing (and increasing to the extent required by VHDA or, if
applicable, HUD) all reserves, impounds and other accounts required to be maintained by
VHDA or, if applicable, HUD, in connection with the Loan or any of the Assumed Loan
Documents or otherwise, and (b) funding any additional reserves, impounds or accounts
required by VHDA or, if applicable, HUD, to be maintained by Purchaser in connection
with the Loan (pursuant to any of the Assumed Loan Documents) after the Loan
Assumption and Release (the foregoing amounts in (i)(a) and (i)(b) collectively referred
to herein as the “Required Loan Fund Amounts”), or (ii) (a) Seller shall transfer to
Purchaser all reserves, impounds and other accounts Seller maintains either in connection
with the Loan (or pursuant to any of the Assumed Loan Documents) or as required by
VHDA or, if applicable, HUD, (b) Purchaser shall reimburse Seller for the transferred
accounts at Closing, and (c) Purchaser shall fund any increases to existing or additional
reserves, impounds or accounts required by VHDA or, if applicable, HUD, to be
maintained by Purchaser in connection with the Loan (or pursuant to any of the Assumed
Loan Documents) after the Loan Assumption and Release. Any existing reserves,
impounds and other accounts required to be replaced by Purchaser pursuant to the
foregoing sentence shall be released in Good Funds to Seller at the Closing. Seller shall
be permitted to utilize any and all existing reserves, impounds or other accounts in
Seller’s sole discretion prior to Closing. Notwithstanding Seller’s right to elect between
clauses (i) and (ii) of this Section 4.5.3.5, if VHDA or HUD do not allow Seller to elect
(i), then (ii) shall apply.
4.5.4 Regardless of whether the Loan Payoff or the Loan Assumption and
Release is to occur on the terms and conditions hereof, Purchaser also shall obtain any and all
Agency Consents prior to the Closing Date. In addition, Purchaser shall be responsible for any
payments, improvements, upgrades, retrofits or other expenditures required by HUD, VHDA, or
by any other federal, state or local authorities as a condition to HUD Approval, VHDA
Approval, or any Agency Consents, such costs to be evaluated by Purchaser during Purchaser’s
Feasibility Period.
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4.5.5 Purchaser shall be in default hereunder if (i) Purchaser sends the Loan
Assumption Notice and then fails to submit a complete Assumption Application by the
Assumption Application Submittal Deadline, or (ii) after providing the Loan Assumption Notice,
Purchaser fails to obtain the Loan Assumption and Release and VHDA Approval prior to the
Closing Date, or (iii) Purchaser elects not to (or otherwise fails to) provide the Loan Assumption
Notice, thereby electing to cause the Loan Payoff to occur, and Purchaser then fails to obtain and
deliver all Payoff Consents and Purchaser-Provided Notices prior to the Closing Date, in each of
which events Seller may terminate this Contract and the Deposit shall be immediately released
by the Escrow Agent to Seller.
4.6 HUD Approval; VHDA Approval to the HAP Assumption; HAP Approval ;.
4.6.1 Intentionally Omitted.
4.6.3 Purchaser recognizes and agrees that the Property presently is benefited by
the HAP Contract which shall be deemed an “Assumed Encumbrance” for all purposes under
this Contract”) if, pursuant to its terms, the HAP Contract will continue in effect from and after
the Closing. Within 10 days after the Effective Date, Seller agrees that it will make available to
Purchaser (in the same manner in which such Seller is permitted to make the Materials available
to Purchaser under Section 3.5.1) a copy of the HAP Contract which is in such Seller's
possession or reasonable control (subject to Section 3.5.2).
4.6.4 With respect to the HAP Assumption:
4.6.4.1 Purchaser agrees that, at the Closing, Seller shall assign

and Purchaser shall assume the HAP Contract (the “HAP Assumption”). Purchaser
further acknowledges that the HAP Contract requires the satisfaction by Purchaser of
certain requirements as set forth therein and established by HUD and VHDA to allow for
the HAP Assumption.
4.6.5 Prior to the Closing, Purchaser shall, at its sole cost and expense, obtain
VHDA Approval to the HAP Assumption and HUD Approval. In connection with the foregoing,
Purchaser, at its sole cost and expense and no later than thirty (30) days after the Effective Date
(“HUD Application Submittal Deadline”), shall submit a complete HUD Application in order
to request VHDA Approval to the HAP Assumption and HUD Approval, including, without
limitation, all application documents, certificates, agreements, information and fees required by
VHDA and HUD to allow for VHDA Approval to the HAP Assumption and HUD's approval of
Seller's assignment and Purchaser's assumption of the HAP Contract. In addition to the
foregoing, (x) Purchaser shall obtain 2530 approval from HUD, and, in addition to such 2530
approval, shall satisfy all other requirements imposed by HUD field offices in connection with
any other process imposed as a prerequisite to obtaining HUD Approval, and (y) if the Property's
Real Estate Assessment Center physical inspection score is a 59 or below and the Property is
involved in an assignment of the HAP Contract, then Purchaser shall enter into an agreement
with HUD or, if applicable, VHDA, whereby Purchaser will hire an independent professional
inspector (if an in-house HUD (or, if applicable, VHDA) inspector is unavailable) to inspect all
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of the Property's units to determine if they meet the Uniform Physical Condition Standards
(UPCS), and all units that meet the UPCS may continue to receive Section 8 subsidy and any
units that fail to meet the UPCS shall be repaired by Purchaser and re-inspected, and may
voucher for Section 8 funds once they satisfy UPCS. Purchaser shall be in default hereunder if
Purchaser fails to submit the HUD Application to VHDA and HUD by the HUD Application
Submittal Deadline, in which event Seller may terminate this Contract, and the Deposit shall be
immediately released by the Escrow Agent to Seller. To the extent necessary and reasonable,
Seller will provide authorization to VHDA, HUD, or any other appropriate federal or state
agency, to release to Purchaser copies of the HAP Contract, or other documents or agreements
with VHDA or HUD for Purchaser's reference in connection with obtaining VHDA Approval to
the HAP Assumption and HUD Approval.
4.6.6 Without limiting the foregoing, Purchaser agrees promptly to deliver to

HUD all documents and information required in order to obtain HUD Approval, and such other
information or documentation as HUD reasonably may request, including, without limitation,
financial statements, income tax returns and other financial information for Purchaser and any
required guarantor, materials, documents, certificates, signatures, and other items. Seller agrees
that it will cooperate with Purchaser and HUD, at no cost or expense to Seller, in connection
with Purchaser's application to HUD for HUD Approval. Seller reserves the right to reject, in
Seller's sole discretion, the terms and conditions imposed by HUD in connection with HUD
Approval (including, without limitation, any condition imposed by HUD which would impose
liability on Seller or adversely affect the economic remuneration due Seller from the sale
contemplated hereby); provided, however, if such rejection by Seller results in Purchaser’s
failure to obtain HUD Approval on or before the Closing Date, this Contract shall terminate,
Purchaser shall receive a return of the Deposit, and this Contract shall be of no further force and
effect subject to and except for the Survival Provisions. Purchaser agrees to provide Seller with
a copy of the HUD Application no later than 2 Business Days prior to the HUD Application
Submittal Deadline and shall provide evidence of Purchaser's submission of same to HUD and
VHDA on or before the HUD Application Submittal Deadline. Purchaser shall be responsible at
its sole cost and expense for correcting and re-submitting any deficiencies noted by HUD and/or
VHDA in connection with the HUD Application no later than 5 Business Days after notification
from HUD and/or VHDA of such deficiency. Purchaser also shall provide Seller with a copy of
any correspondence from HUD and/or VHDA with respect to the HUD Application no later than
3 Business Days after receipt of such correspondence from HUD and/or VHDA. In the event
that HUD or VHDA at any time disapproves the HUD Application, this Contract shall terminate,
Seller shall be entitled to retain the Deposit, and this Contract shall be of no further force and
effect subject to and except for the Survival Provisions. Purchaser shall pay all fees and
expenses (including, without limitation, transfer fees, assumption fees, title fees, endorsement
fees, and other fees) imposed or charged by HUD, VHDA, or their counsel in connection with
either the HUD Application, HUD Approval or VHDA Approval (which obligation shall survive
the termination of this Contract and the Closing). Without limiting the generality of the
foregoing, Purchaser shall pay the cost of any physical inspection report required in connection
with obtaining HUD Approval or VHDA Approval.

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4.6.10 Notwithstanding anything in this Contract to the contrary, any residual

receipts account maintained by Seller (a “Residual Receipts Account”) shall be disposed of at
the Closing as follows: (A) if the Residual Receipts Account is required by HUD or VHDA to be
maintained because of the applicable mortgage program, then the Residual Receipts Account
will be released to Seller at the Closing, and (B) if the Residual Receipts Account is required by
HUD or VHDA in connection with a Section 8 Housing program at the Property, then the
Residual Receipts Account will remain with the Property following the Closing and Purchaser
shall reimburse Seller at the Closing for the amount of such Residual Receipts Account.
4.6.12 Purchaser recognizes and agrees that VHDA and/or HUD may require that
the Assignment of HAP Contract contain a provision, in accordance with the Memorandum of
Beverly J. Miller, Director, Asset Management, Office of Housing, dated January 6, 2005, that
amends the HAP Contract to include the following additional provisions:
Physical Conditions Standards and Inspection Requirements. The Owner shall

comply with the Physical Condition Standards and Inspection Requirements of 24 CFR
Part 5, Subpart G, including any changes in the regulation and related Directives. In
addition, the Owner shall comply with HUD's Physical Condition Standards of
Multifamily Properties of 24 CFR Part 200, Subpart P, including any changes in the
regulation and related Directives. This obligation shall apply both during the current
term of the HAP contract and during each successive renewal term.
Financial Reporting Standards. The Owner shall comply with the Uniform Financial
Reporting Standards of 24 CFR Part 5, Subpart H, including any changes in the
regulation and related Directives. This obligation shall apply both during the current
term of the HAP contract and during each successive renewal term.
4.6.13 Purchaser acknowledges and agrees that, in connection with VHDA

Approval and HUD Approval, VHDA and/or HUD may require the funding of additional
escrows and reserves, including without limitation, additional repair escrows (collectively, the
“Additional Required Escrows”). Purchaser agrees that, at the Closing, Purchaser shall fund
all Additional Required Escrows in Good Funds and in addition to the Purchase Price or any
other amount Purchaser is required to pay pursuant to this Contract.
4.6.14 Purchaser represents and warrants that, prior to the Effective Date,
Purchaser has taken all steps and provided all information required by VHDA and HUD in order
to register as a participant under HUD's Active Partner Performance System or any similar
electronic filing system presently maintained by HUD (the “APPS”). Purchaser agrees to make
all filings required to be made electronically to VHDA and HUD through the APPS, including,
without limitation, any advanced notification required in connection with an event that will
trigger 2530 approval.
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4.7 Tax Credit Reservation Application and Deposit. From and after the Effective
Date, Purchaser shall diligently pursue and use commercially reasonable efforts to receive a
reservation application from the VHDA of nine percent (9%) low income housing credits (the
“Tax Credit Reservation Application”). Within five (5) days after Purchaser’s receipt of the
Tax Credit Reservation Application, but in no event later than August 31, 2009 (and regardless
of whether Purchaser has received the Tax Credit Reservation Application by such date),
Purchaser shall deliver to Escrow Agent an additional deposit of $67,500.00 (the “Tax Credit
Deposit”), which amount when received by Escrow Agent shall be added to the Deposit
hereunder, shall be non-refundable (except as otherwise expressly provided herein with respect
to the Deposit), and shall be held, credited and disbursed in the same manner as provided
hereunder with respect to the Deposit. Purchaser shall promptly (but no later than three (3)
Business Days after receipt of same) provide Seller with notice of its receipt of the Tax Credit
Reservation Application and any commitment or confirmation from VHDA to provide same.
ARTICLE 5
CLOSING
5.1 Closing Date
5.1.1 The Closing shall occur on or before September 30, 2009 (the “Closing
Date”). The Closing shall occur through an escrow with the Title Insurer, whereby Seller,
Purchaser and their attorneys need not be physically present at the Closing and may deliver
documents by overnight air courier or other means. Provided that Purchaser is not in default
under the terms of this Contract, Purchaser shall be permitted to extend the Closing Date
specified in the first sentence of this Section 5.1.1 for up to two (2) additional periods of thirty
(30) days each by concurrently delivering (with respect to each such thirty (30) day extension
period): (i) written notice to Seller no later than fifteen (15) days prior to the then-scheduled
Closing Date, and (ii) a payment to Escrow Agent in the amount of $22,500.00, which amount
when received by Escrow Agent shall be added to the Deposit hereunder, shall be non-
refundable (except as otherwise expressly provided herein with respect to the Deposit), and shall
be held, credited and disbursed in the same manner as provided hereunder with respect to the
Deposit.
5.1.2 Notwithstanding the foregoing Section 5.1.1 to the contrary, Seller shall
have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last
Business Day of the month in which the Closing Date otherwise would occur pursuant to
Section 5.1.1, in connection with the Loan Assumption and Release or the Loan Payoff, as
applicable. Further, the Closing Date may be extended without penalty at the option of Seller
either (a) to a date not later than forty-five (45) days following the Closing Date specified in
Section 5.1.1 (or, if applicable, as extended by Seller pursuant to this Section 5.1.2) to satisfy any
condition to Closing, (b) to a date following the Closing Date specified in the first sentence of
this paragraph above (or, if applicable, as extended by Seller pursuant to the second sentence of
this paragraph) in order to finalize the drafting with VHDA and VHDA's counsel of all
documents necessary or desirable to accomplish the Loan Assumption and Release, or (c) to such
later date as is mutually acceptable to Seller and Purchaser or in connection with or VHDA
Approval to the HAP Assumption or HUD Approval. Further, the Closing Date specified in
Section 5.1.1 (or, if applicable, as extended by Seller pursuant to this Section 5.1.2) may be
- 23 -
extended without penalty at the option of Seller to a date not later than forty-five (45) days
following the Closing Date specified in Section 5.1.1 above (or, if applicable, as extended by
Seller pursuant to this Section 5.1.2) to satisfy any condition to Closing or resolve any other
issues precluding Closing (including, without limitation, occurrences described in Articles 11 or
12) or, alternatively, to a date following the Closing Date specified in Section 5.1.1 above (or, if
applicable, as extended by Seller pursuant to this Section 5.1.2) in order to obtain, as applicable,
or VHDA Approval to the HAP Assumption or HUD Approval, or to such later date as is
mutually acceptable to Seller and Purchaser.
5.2 Seller Closing Deliveries. No later than 1 Business Day prior to the Closing
Date, Seller shall deliver to Escrow Agent, each of the following items:
5.2.1 Assignment of Ground Lease (the “Assignment of Ground Lease”) in the

form attached as Exhibit B, which includes a quit-claim conveyance of all of Seller’s right, title,
and interest in and to the Improvements.
5.2.2 A Bill of Sale in the form attached as Exhibit C.
5.2.3 A General Assignment in the form attached as Exhibit D (the “General

Assignment”).
5.2.4 An Assignment and Assumption of Leases and Security Deposits in the

form attached as Exhibit E (the “Leases Assignment”).
5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed
by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts
informing them of the termination of such Terminated Contract as of the Closing Date (subject to
any delay in the effectiveness of such termination pursuant to the express terms of each
applicable Terminated Contract) (the “Vendor Terminations”).
5.2.6 Seller’s closing statement.
5.2.7 A title affidavit, or at Seller’s option, an indemnity, as applicable, in form

reasonably acceptable to Seller that is sufficient to enable Title Insurer to delete the standard pre-
printed exceptions to the Title Policy; provided that such affidavit does not subject Seller to any
greater liability, or impose any additional obligations, other than as set forth in this Contract.
5.2.8 A certification of Seller’s non-foreign status pursuant to Section 1445 of

the Internal Revenue Code of 1986, as amended.
5.2.9 An updated Rent Roll reflecting the information required in Section 3.5.3;
provided, however, that the content of such updated Rent Roll shall in no event expand or
modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
occur on the terms and conditions of this Contract, a Release and Assumption Agreement in such
form as the parties hereto and the VHDA may reasonably agree (the “Release and Assumption
Agreement”), which Purchaser shall countersign so as to effect an assumption by Purchaser of
- 24 -
Seller’s obligations thereunder, and which VHDA shall sign so as to effect a release of Seller’s
obligations thereunder.
5.2.11 If the HAP Contract is assumed by Purchaser, an Assignment of HAP

Contract in the form attached hereto as Exhibit H or in such other form as may be required by
HUD or VHDA and is acceptable to Seller (the “Assignment of HAP Contract”).
5.2.12 Resolutions, certificates of good standing, and such other organizational

documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate
this transaction.
5.2.13 Confirmation from Seller that it has terminated (whether by affirmative

notice or agreement or automatically by the express terms of the underlying contracts
themselves) as of the Closing Date: (a) any national contracts entered into by Seller Property
Manager or AIMCO with respect to the Property; and (b) the Management Contract.
5.3 Purchaser Closing Deliveries. No later than 1 Business Day prior to the Closing
Date (except for the balance of the Purchase Price which is to be delivered at the time specified
in Section 2.2.5), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon
the Closing) the following items with respect to the Property being conveyed at such Closing:
5.3.1 The full Purchase Price (with credit for the Deposit and, if applicable, the
Loan Balance), plus or minus the adjustments or prorations required by this Contract.
5.3.2 A title affidavit or an indemnity (pertaining to Purchaser’s activity on the

Property prior to Closing), in form reasonably acceptable to Purchaser, that is sufficient to enable
Title Insurer to delete the standard pre-printed exceptions to the Title Policy.
5.3.3 Any declaration or other statement that may be required to be submitted to

the local assessor in connection with the sale of the Property.
5.3.4 Purchaser’s closing statement.
5.3.5 A countersigned counterpart of the Assignment of Ground Lease.
5.3.6 A countersigned counterpart of the General Assignment.
5.3.7 A countersigned counterpart of the Leases Assignment.
5.3.8 Notification letters to all Tenants prepared and executed by Purchaser in

the form attached hereto as Exhibit I, which shall be delivered to all Tenants by Purchaser
immediately after Closing.
5.3.9 The Vendor Terminations (Purchaser shall be solely responsible for

identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6)
and addressing and preparing each of the Vendor Terminations for execution by Purchaser and
Seller).
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5.3.10 Any cancellation fees or penalties due to any vendor under any
Terminated Contract as a result of the termination thereof.
5.3.11 Resolutions, certificates of good standing, and such other organizational

documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to
consummate this transaction.
occur on the terms and conditions of this Contract, all documents, instruments, guaranties,
Required Loan Fund Amounts, Lender Fees and other items or funds required by the VHDA to
cause the Loan Assumption and Release.
occur on the terms and conditions of this Contract, a countersigned counterpart of the Release
and Assumption Agreement.
5.3.14 A countersigned counterpart of the Assignment of HAP Contract.
occur on the terms and conditions of this Contract, a statement from VHDA as to the amount of
the Loan Balance.
5.3.17 Consent of the Ground Lessor to the Assignment of Ground Lease in the
form attached as the Joinder to the Assignment of Ground Lease attached as Exhibit B hereto or
in such other form as the Ground Lessor may reasonably agree, but, in any event, such consent
shall contain a release of Seller and Seller’s Indemnified Parties as provided in this Section
5.3.17 (the “Ground Lessor Consent”). Purchaser shall be responsible, at its sole cost and
expense, for obtaining the Ground Lessor Consent in accordance with the terms and conditions
of the Ground Lease, including without limitation Section 6 thereof, and any other approvals
required to allow for an effective assignment of the Ground Lease on the terms and conditions
thereof. The Ground Lessor Consent shall contain a full release of the Seller and Seller’s
Indemnified Parties from any and all obligations and liabilities, financial or otherwise, existing
by virtue of or under the Ground Lease. Seller shall reasonably cooperate with Purchaser to
obtain the Ground Lessor Consent, at no out-of-pocket expense to Seller. Notwithstanding the
foregoing, Purchaser shall coordinate any and all contact with the Ground Lessor, through
Seller’s representatives, as designated from time to time by Seller in writing to Purchaser, and
neither Purchaser, nor any party acting on Purchaser’s behalf, shall make independent contact
with the Ground Lessor in connection with the Ground Lease or Ground Lessor Consent without
receiving the prior written consent of Seller. In the event that Purchaser is not able to obtain
from the Ground Lessor the Ground Lessor Consent prior to Closing, Purchaser and Seller shall
each have the option to terminate this Contract, in which event Seller shall be entitled to retain
the Deposit.
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5.4 Closing Prorations and Adjustments.
5.4.1 General. All normal and customarily proratable items, including, without
limitation, collected rents, operating expenses, personal property taxes, other operating expenses
and fees, shall be prorated as of the Closing Date, Seller being charged or credited, as
appropriate, for all of same attributable to the period up to the Closing Date (and credited for any
amounts paid by Seller attributable to the period on or after the Closing Date, if assumed by
Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for
all of the same attributable to the period on and after the Closing Date. Seller shall prepare a
proration schedule (the “Proration Schedule”) of the adjustments described in this Section 5.4
prior to Closing.
5.4.2 Operating Expenses. All of the operating, maintenance, taxes (other than
real estate taxes), and other expenses incurred in operating the Property that Seller customarily
pays, and any other costs incurred in the ordinary course of business for the use, management
and operation of the Property, including without limitation any and all rent and other charges
payable under the Ground Lease, shall be prorated on an accrual basis. Seller shall pay all such
expenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses that
accrue from and after the Closing Date.
5.4.3 Utilities. The final readings and final billings for utilities will be made if
possible as of the Closing Date, in which case Seller shall pay all such bills as of the Closing
Date and no proration shall be made at the Closing with respect to utility bills. Otherwise, a
proration shall be made based upon the parties’ reasonable good faith estimate. Seller shall be
entitled to the return of any deposit(s) posted by it with any utility company, and Seller shall
notify each utility company serving the Property to terminate Seller’s account, effective as of
noon on the Closing Date.
5.4.4 Real Estate Taxes. Any real estate ad valorem or similar taxes for the
Property, or any installment of assessments payable in installments which installment is payable
in the calendar year of Closing, shall be prorated to the date of Closing, based upon actual days
involved. The proration of real property taxes or installments of assessments shall be based upon
the assessed valuation and tax rate figures (assuming payment at the earliest time to allow for the
maximum possible discount) for the year in which the Closing occurs to the extent the same are
available; provided, however, that in the event that actual figures (whether for the assessed value
of the Property or for the tax rate) for the year of Closing are not available at the Closing Date,
the proration shall be made using figures from the preceding year (assuming payment at the
earliest time to allow for the maximum possible discount). The proration of real property taxes
or installments of assessments shall be final and not subject to re-adjustment after Closing.
5.4.5 Property Contracts. Purchaser shall assume at Closing the obligations

under the Property Contracts assumed by Purchaser; however, operating expenses shall be
prorated under Section 5.4.2.
5.4.6 Leases.
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5.4.6.1 All collected rent (whether fixed monthly rentals,
additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or
other sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date (prorated for any
partial month). Purchaser shall receive all collected rent and income attributable to dates
from and after the Closing Date. Seller shall receive all collected rent and income
attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no
prorations shall be made in relation to either (a) non-delinquent rents which have not
been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the
Closing Date (the foregoing (a) and (b) referred to herein as the “Uncollected Rents”).
In adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor for
rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller
such accrued Uncollected Rents as and when collected by Purchaser. Purchaser agrees to
bill Tenants of the Property for all Uncollected Rents and to take reasonable actions to
collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to
collect Uncollected Rents shall be limited to Uncollected Rents that are not more than
ninety (90) days past due, and Purchaser’s collection of rents shall be applied, first,
toward current rent due and owing under the Leases, and second, to Uncollected Rents.
After the Closing, Seller shall continue to have the right, but not the obligation, in its own
name, to demand payment of and to collect Uncollected Rents owed to Seller by any
Tenant, which right shall include, without limitation, the right to continue or commence
legal actions or proceedings against any Tenant and the delivery of the Leases
Assignment shall not constitute a waiver by Seller of such right; provided, however, that
the foregoing right of Seller shall be limited to actions seeking monetary damages and, in
no event, shall Seller seek to evict any Tenant in any action to collect Uncollected Rents.
Purchaser agrees to cooperate with Seller in connection with all efforts by Seller to
collect such Uncollected Rents and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing, including, without
limitation, the delivery to Seller, within 7 days after a written request, of any relevant
books and records (including, without limitation, rent statements, receipted bills and
copies of tenant checks used in payment of such rent), the execution of any and all
consents or other documents, and the undertaking of any act reasonably necessary for the
collection of such Uncollected Rents by Seller; provided, however, that Purchaser’s
obligation to cooperate with Seller pursuant to this sentence shall not obligate Purchaser
to terminate any Lease with an existing Tenant or evict any existing Tenant from the
Property.
5.4.6.2 At Closing, Purchaser shall receive a credit against the

Purchase Price in an amount equal to the received and unapplied balance of all cash (or
cash equivalent) Tenant Deposits, including, but not limited to, security, damage or other
refundable deposits required to be paid by any of the Tenants to secure their respective
obligations under the Leases, together, in all cases, with any interest payable to the
Tenants thereunder as may be required by their respective Lease or state (or
commonwealth) law (the “Tenant Security Deposit Balance”). Any cash (or cash
equivalents) held by Seller which constitutes the Tenant Security Deposit Balance shall
be retained by Seller in exchange for the foregoing credit against the Purchase Price and
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shall not be transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security Deposit
Balance nonetheless shall be assumed by Purchaser. The Tenant Security Deposit
Balance shall not include any non-refundable deposits or fees paid by Tenants to Seller
(other than non-refundable, upfront pet deposits), either pursuant to the Leases or
otherwise.
5.4.6.3 In addition, Seller reserves the right to receive a credit

at Closing for all HAP Contract subsidy payments through the Closing Date which Seller
has vouchered for but have not been collected as of the Closing Date. After the Closing,
Seller shall continue to have the right, but not the obligation, in its own name, to demand
payment of and to collect any HAP Contract subsidy payments through the Closing Date
owed to Seller and not credited to Seller at Closing (and Purchaser shall have the right to
demand payment of and to collect any HAP Contract subsidy payments credited to Seller
by Purchaser at Closing), which right shall include, without limitation, the right to
continue or commence legal actions or proceedings and the delivery of the documents at
Closing shall not constitute a waiver of such right. Each of Purchaser and Seller agrees
to cooperate in connection with all efforts to collect such HAP Contract subsidy
payments through the Closing Date and to take all steps, whether before or after the
Closing Date, as may be necessary to carry out the intention of the foregoing, including,
without limitation, the delivery to Seller or Purchaser, as applicable, within 7 days after a
written request, of any relevant books and records (including, without limitation, rent
statements, receipted bills and copies of tenant checks used in payment of such rent), the
execution of any and all consents, requests or other documents, and the undertaking of
any act reasonably necessary for the collection of such HAP Contract subsidy payments
through the Closing Date. Each party agrees to execute and deliver to the other such
further documents or instruments as may be reasonable and necessary in furtherance of
the performance of the terms, covenants and conditions of this Contract.
5.4.7 Existing Loan.
5.4.7.1 Seller shall be responsible for all principal required to

be paid under the terms of the Note prior to Closing, which may be a credit against the
Purchase Price as provided in Section 2.2.3. In the event the Loan Assumption and
Release is to occur on the terms and conditions hereof, Purchaser shall be responsible for
the payment of all principal required to be paid from and after Closing, together with all
interest accruing under the Note from and after Closing (with appropriate proration to be
made so that Seller is responsible for all interest accruing under the Note prior to
Closing). Purchaser also shall be responsible for all Lender Fees and other fees,
penalties, interest and other amounts due and owing from and after Closing under the
Assumed Loan Documents (including, without limitation, as a result of the Loan
Assumption and Release or the Loan Payoff, as applicable).
5.4.7.2 In the event the Loan Assumption and Release is to

occur on the terms and conditions hereof, any existing reserves, impounds and other
accounts maintained in connection with the Loan shall be dealt with as provided in
Section 4.5.3.5. In the event the Loan Payoff is to occur on the terms and conditions
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hereof, all reserves, impounds and other accounts required to be maintained by VHDA or,
if applicable, HUD, in connection with the Loan or any of the Assumed Loan Documents
or otherwise shall be released in Good Funds to Seller at the Closing unless credited by
VHDA against the amount due from Seller under the Note; provided, however, that in the
event that VHDA or HUD require that any such reserves, impounds or other accounts
transfer to Purchaser and/or remain with the Property in connection with the Loan Payoff,
HUD or VHDA approval of the HAP Assignment, or otherwise in connection with
Closing, Seller shall receive a credit from Purchaser at Closing for the then-current
balances of any such reserves, impounds or other accounts.
5.4.7.3 If Purchaser fails to deliver the Loan Assumption

Notice (and, as a result, the Loan Payoff is to occur at Closing), Seller and Purchaser
agree that (i) if prepayment of the Note is accepted or allowed only on a certain day each
calendar month pursuant to the terms of the Note, then, subject to Section 5.1.1 hereof,
the Closing shall occur only on the day such prepayment is accepted or allowed and (ii) if
the Note requires payment of any amount in excess of the interest through and including
the Closing Date, then Purchaser shall pay any such amount due.
5.4.8 Insurance. No proration shall be made in relation to insurance premiums

and insurance policies will not be assigned to Purchaser. Seller shall have the risk of loss of the
Property until 11:59 p.m. the day prior to the Closing Date, after which time, the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own insurance.
5.4.9 Employees. All of Seller’s and Seller’s manager’s on-site employees

shall have their employment at the Property terminated as of the Closing Date.
5.4.10 Closing Costs. Purchaser shall pay any mortgage assumption, sales, use,
gross receipts or similar taxes, the cost of recording any instruments required to discharge any
liens or encumbrances against the Property, any premiums or fees required to be paid by
Purchaser with respect to the Title Policy pursuant to Section 4.1, one-half of the customary
closing costs of the Escrow Agent, and any and all state and local recordation taxes imposed on
the transfer of the Property from Seller to Purchaser. Seller shall pay any “Grantor’s Tax”, if
applicable, payable on the Assignment of the Ground Lease and one-half of the customary
closing costs of the Escrow Agent.
5.4.11 Utility Contracts. If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a group of properties
(including the Property) (a “Utility Contract”), or an affiliate of Seller has entered into a Utility
Contract, then, at the option of Seller, either (a) Purchaser shall assume the Utility Contract with
respect to the Property, or (b) the reasonably calculated costs of the Utility Contract attributable
to the Property from and after the Closing shall be paid to Seller at the Closing and Seller shall
remain responsible for payments under the Utility Contract.
5.4.12 Possession. Possession of the Property, subject to the Leases, Property

Contracts other than Terminated Contracts, and Permitted Exceptions, shall be delivered to
Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser
pursuant to Section 5.3. To the extent reasonably available to Seller, originals or copies of the
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Leases and Property Contracts, lease files, warranties, guaranties, operating manuals, keys to the
property, and Seller’s books and records (other than proprietary information) (collectively,
“Seller’s Property-Related Files and Records”) regarding the Property shall be made available
to Purchaser at the Property after the Closing. Purchaser agrees, for a period of not less than 5
years after the Closing (the “Records Hold Period”), to (a) provide and allow Seller reasonable
access to Seller’s Property-Related Files and Records for purposes of inspection and copying
thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records.
If at any time after the Records Hold Period, Purchaser desires to dispose of Seller’s Property-
Related Files and Records, Purchaser must first provide Seller prior written notice (the “Records
Disposal Notice”). Seller shall have a period of 30 days after receipt of the Records Disposal
Notice to enter the Property (or such other location where such records are then stored) and
remove or copy those of Seller’s Property-Related Files and Records that Seller desires to retain.
Purchaser agrees (i) to include the covenants of this Section 5.4.12 pertaining to Seller’s
Property-Related Files and Records in any management contract for the Property (and to bind the
manager thereunder to such covenants), and (ii) to bind any future purchaser of the Property to
the covenants of this Section 5.4.12 pertaining to Seller’s Property-Related Files and Records.
Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion),
defend (with counsel approved by Seller) Seller’s Indemnified Parties from and against any and
all Losses arising from or related to Purchaser’s failure to comply with the provisions of this
Section 5.4.12.
5.4.13 HAP Payments and Seller Vouchers. To the extent that, at the Closing,
there are accrued but unpaid amounts due to the Property under any HAP Contract, then to the
extent Seller or Purchaser receive such amounts at any time after Closing, then such amounts
shall be prorated in the same manner as other income of the Property, with Seller receiving HAP
payments attributable to dates prior to Closing, and Purchaser receiving HAP payments
attributable to dates from and after the Closing Date.
5.4.14 Survival. The provisions of this Section 5.4 shall survive the Closing and
delivery of the Assignment of Ground Lease to Purchaser.
5.4.15 Tax Appeals. Purchaser acknowledges that Seller has or may during the
pendency of this Contract file an appeal (the "Appeal") with respect to real estate ad valorem or
other similar property taxes applicable to the Property (the "Property Taxes").
5.4.14.1 If such Appeal relates to any Tax Year (defined below) prior to the
Tax Year in which the Closing occurs, Seller shall be entitled, in Seller's sole discretion, to
continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is
successful in reducing the amount of Property Taxes payable with respect to any such prior Tax
Year, Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a
"Refund") resulting from the Appeal. Seller shall not be obligated to continue to pursue any
Appeal with respect to the Property, including, without limitation, any Appeal that relates to a
Tax Year during or after the Tax Year in which Closing occurs.
5.4.14.2 If such Appeal relates to the Tax Year in which Closing occurs,
then, prior to the Closing, Seller shall notify Purchaser whether Seller desires to continue to
process the Appeal from and after the Closing Date. If Seller fails to notify Purchaser of its
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election to continue the Appeal, Seller will be deemed to have elected not to continue the Appeal
from and after the Closing Date and the provisions of Section 5.4.14.2(b) shall apply.
(a) If Seller elects to continue the Appeal, then, from and after the
Closing Date, Seller agrees that it will continue, at Seller’s sole cost and expense, to reasonably
process the Appeal to conclusion with the applicable taxing authority (including any further
appeals which Seller deems reasonable to pursue). In the event that the Appeal is successful in
reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing
occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with
the number of days in the Tax Year of Closing that each held title to the Property) after first
reimbursing Seller for its actual, reasonable and documented third-party costs (collectively, the
"Third-Party Costs") incurred in connection with the Appeal. If Third-Party Costs equal or
exceed the amount of the Award, then Seller shall be entitled to the full amount of the Award.
(b) If Seller does not elect to continue the Appeal, then, from and after
the Closing Date, Purchaser shall have the option, at Purchaser's sole cost and expense, to
continue the Appeal to conclusion with the applicable taxing authority (including any further
appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful
in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing
occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in accordance with
the number of days in the Tax Year of Closing that each held title to the Property) after first
reimbursing each of Purchaser and Seller for their respective Third-Party Costs incurred in
connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then
the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser
and Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator
of which is the respective party's Third-Party Costs, and the denominator of which is the total of
both parties' Third-Party Costs, and (ii) the amount of the Award.
5.4.14.3 For purposes of this Section 5.4.14, "Tax Year" shall mean each
12-month period for which the applicable taxing authority assesses Property Taxes, which may
or may not be a calendar year.
5.5 Post Closing Adjustments. Purchaser or Seller may request that Purchaser and
Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom)
in accordance with the provisions of Section 5.4 of this Contract; provided, however, that neither
party shall have any obligation to re-adjust any items (a) after the expiration of 60 days after
Closing, or (b) subject to such 60-day period, unless such items exceed $5,000.00 in magnitude
(either individually or in the aggregate). The provisions of this Section 5.5 shall survive the
Closing and delivery of the Assignment of Ground Lease to Purchaser.
5.6 Closing Date and Closing Documents. Purchaser and Seller acknowledge and
agree that any and all documents to be delivered at or as of Closing shall be dated as of the date
of the disbursement of the Purchase Price to Seller, and, if necessary, any and all such documents
that have been delivered undated, incorrectly dated or with incomplete dates may be dated,
corrected or completed with the date of the disbursement of the Purchase Price to Seller, by
Escrow Agent or Seller, either by completing any blanks or correcting any dates. Purchaser
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hereby authorizes Seller and Escrow Agent to make any necessary completion and correction, as
applicable, to conform the dates of such documents as aforesaid. The provisions of this
Section 5.6 shall survive the Closing and delivery of the Assignment of Ground Lease to
Purchaser.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1 Seller’s Representations. Except, in all cases, for any fact, information or
condition disclosed in the Title Documents, the Permitted Exceptions, the Property Contracts, or
the Materials, or which is otherwise known by Purchaser prior to the Closing, Seller represents
and warrants to Purchaser the following (collectively, the “Seller’s Representations”) as of the
Effective Date and as of the Closing Date (provided that Purchaser’s remedies if any such
Seller’s Representations are untrue as of the Closing Date are limited to those set forth in
Section 8.1):
6.1.1 Seller is validly existing and in good standing under the laws of the state
of its formation set forth in the initial paragraph of this Contract; and, subject to Section 8.2.11,
Section 8.2.12, the approvals and consents required from VHDA, and, as applicable, from HUD,
the Payoff Consents and Purchaser-Provided Notices, and the Agency Consents, (a) has or at the
Closing shall have the entity power and authority to sell and convey the Property and to execute
the documents to be executed by Seller and prior to the Closing will have taken, as applicable, all
corporate, partnership, limited liability company or equivalent entity actions required for the
execution and delivery of this Contract, and the consummation of the transactions contemplated
by this Contract; (b) the compliance with or fulfillment of the terms and conditions hereof will
not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a
default under, any contract to which Seller is a party or by which Seller is otherwise bound,
which conflict, breach or default would have a material adverse effect on Seller’s ability to
consummate the transaction contemplated by this Contract or on the Property; and (c) subject to
Section 8.2.11, Section 8.2.12, the approvals and consents required from VHDA, HUD, the
Payoff Consents and Purchaser-Provided Notices, and the Agency Consents, this Contract
constitutes a valid and binding agreement of Seller in accordance with its terms;
6.1.2 Seller is not a “foreign person,” as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended, and Seller is not a Prohibited Person;
6.1.3 Except for (a) any actions by Seller to evict Tenants under the Leases, or
(b) any matter covered by Seller's current insurance policy(ies), to Seller’s knowledge, there are
no material actions, proceedings, litigation or governmental investigations or condemnation
actions either pending or threatened against the Property that will materially adversely impact
Seller’s ability to convey the Property;
6.1.4 To Seller’s knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state, county or
municipal law, ordinance, order, regulation or requirement affecting the Property, other than
normal regulatory correspondence from HUD, VHDA or the applicable HAP contract
administrator; and
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6.1.5 To Seller’s knowledge, Seller has not received any written notice of any
material default by Seller under any of the Property Contracts that will not be terminated on the
Closing Date; and
6.1.6 To the knowledge of Seller, the Rent Roll (as updated pursuant to
Section 5.2.9 and as and to the extent prepared by Seller in the ordinary course of its business) is
accurate in all material respects as to the following information on the rent roll: unit number,
move-in date, monthly base rent payable, lease expiration date, unapplied Tenant Deposits, the
amount of any HUD rent subsidy, the amount of the tenant payment, delinquencies, and rent
credits or concessions for each Lease, and not as to any extraneous information, as to which
Seller gives no representation or warranty (and as to which Purchaser has had the right to
confirm in Purchaser’s investigations of the Property).
6.2 AS-IS. Except for Seller’s Representations, the Property is expressly purchased
and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” The Purchase Price and the
terms and conditions set forth herein are the result of arm’s-length bargaining between entities
familiar with transactions of this kind, and said price, terms and conditions reflect the fact that
Purchaser is not relying upon, but is independently verifying, any information provided by Seller
or statements, representations or warranties, express or implied, made by or enforceable directly
against Seller, including, without limitation, any relating to the value of the Property, the
physical or environmental condition of the Property, any state (or commonwealth, as the case
may be), federal, county or local law, ordinance, order or permit; or the suitability, compliance or
lack of compliance of the Property with any regulation, or any other attribute or matter of or
relating to the Property (other than any covenants of title contained in the Assignment of Ground
Lease and Seller’s Representations). Purchaser agrees that Seller shall not be responsible or
liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting
the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under
Purchaser, hereby fully releases Seller’s Indemnified Parties from, and irrevocably waives its
right to maintain, any and all claims and causes of action that it or they may now have or
hereafter acquire against Seller’s Indemnified Parties with respect to any and all Losses arising
from or related to any defects, errors, omissions or other conditions affecting the Property.
Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has
and shall have reviewed and conducted such independent analyses, studies (including, without
limitation, environmental studies and analyses concerning the presence of lead, asbestos, water
intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the
Property), reports, investigations and inspections as it deems appropriate in connection with the
Property. If Seller provides or has provided any documents, summaries, opinions or work
product of consultants, surveyors, architects, engineers, title companies, governmental authorities
or any other person or entity with respect to the Property, including, without limitation, the
offering prepared by Purchaser and Seller agree that Seller has done so or shall do so only for the
convenience of both parties, Purchaser shall not rely thereon and the reliance by Purchaser upon
any such documents, summaries, opinions or work product shall not create or give rise to any
liability of or against Seller’s Indemnified Parties. Purchaser acknowledges and agrees that no
representation has been made and no responsibility is assumed by Seller with respect to current
and future applicable zoning or building code requirements or the compliance of the Property
with any other laws, rules, ordinances or regulations, the financial earning capacity or expense
history of the Property, the continuation of contracts, continued occupancy levels of the Property,
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or any part thereof, or the continued occupancy by tenants of any Leases or, without limiting any
of the foregoing, occupancy at Closing. Purchaser is solely responsible for obtaining any
certificate of occupancy, occupancy permit or any other approval or permit necessary for the
transfer or occupancy of the Property and for any repairs or alterations necessary to obtain the
same, all at Purchaser’s sole cost and expense, and to confirm all requirements for same during
the Feasibility Period. Any repairs or work required are the sole responsibility of Purchaser, to
be confirmed by Purchaser during the Feasibility Period, and Purchaser agrees that there is no
obligation on the part of Seller to make any changes, alterations or repairs to the Property,
including, without limitation, to cure any violations of any federal, state (or commonwealth, as
the case may be), county or municipal law, ordinance, order, regulation or requirement affecting
the Property, comply with the requirements of any insurer or otherwise. Prior to Closing, Seller
shall have the right, but not the obligation, to enforce its rights against any and all Property
occupants, guests or tenants. Purchaser agrees that the departure or removal, prior to Closing, of
any of such guests, occupants or tenants shall not be the basis for, nor shall it give rise to, any
claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Contract
in any manner whatsoever; and Purchaser shall close title and accept delivery of the Assignment
of Ground Lease with or without such tenants in possession and without any allowance or
reduction in the Purchase Price under this Contract. Purchaser hereby releases Seller from any
and all claims and liabilities relating to the foregoing matters. The provisions of this Section 6.2
shall survive the Closing and delivery of the Assignment of Ground Lease to Purchaser.
6.3 Survival of Seller’s Representations. Seller and Purchaser agree that Seller’s
Representations shall survive Closing for a period of 6 months (the “Survival Period”). Seller
shall have no liability after the Survival Period with respect to Seller’s Representations contained
herein except to the extent that Purchaser has commenced suit against Seller during the Survival
Period for breach of any of Seller’s Representations. Under no circumstances shall Seller be
liable to Purchaser for more than $50,000.00 in any individual instance or in the aggregate for all
breaches of Seller’s Representations, nor shall Purchaser be entitled to bring any claim for a
breach of Seller’s Representations unless the claim for damages (either in the aggregate or as to
any individual claim) by Purchaser exceeds $5,000.00. In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had knowledge of such breach prior to the
Closing Date but elected to close regardless, Purchaser shall be deemed to have waived any right
of recovery, and Seller shall not have any liability in connection therewith.
6.4 Definition of Seller’s Knowledge. Any representations and warranties made “to
the knowledge of Seller” or “to Seller’s knowledge” or similar words shall not be deemed to
imply any duty of inquiry. For purposes of this Contract, the term Seller’s “knowledge” shall
mean and refer only to actual knowledge of the Regional Property Manager of Seller and shall
not be construed to refer to the knowledge of any other partner, officer, director, agent, employee
or representative of Seller, or any affiliate of Seller, or to impose upon such Regional Property
Manager any duty to investigate the matter to which such actual knowledge or the absence
thereof pertains, or to impose upon such Regional Property Manager any individual personal
liability.
6.5 Representations and Warranties of Purchaser. For the purpose of inducing

Seller to enter into this Contract and to consummate the sale and purchase of the Property in
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accordance herewith, Purchaser represents and warrants to Seller the following as of the
Effective Date and as of the Closing Date:
6.5.1 Purchaser is a Virginia limited partnership duly organized, validly existing

and in good standing under the laws of the state of its organization.
6.5.2 Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity power and authority to own and use its
properties and to transact the business in which it is engaged, and has full power and authority to
enter into this Contract, to execute and deliver the documents and instruments required of
Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser’s
partners, directors, officers or members are required to so empower or authorize Purchaser. The
compliance with or fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract
to which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breach
or default would have a material adverse effect on Purchaser’s ability to consummate the
transaction contemplated by this Contract. This Contract is a valid, binding and enforceable
agreement against Purchaser in accordance with its terms.
6.5.3 No pending or, to the knowledge of Purchaser, threatened litigation exists

which if determined adversely would restrain the consummation of the transactions contemplated
by this Contract or would declare illegal, invalid or non-binding any of Purchaser’s obligations
or covenants to Seller.
6.5.4 Other than Seller’s Representations, Purchaser has not relied on any
representation or warranty made by Seller or any representative of Seller in connection with this
Contract and the acquisition of the Property.
6.5.6 Neither Purchaser nor any affiliate of Purchaser (as defined in 24 CFR
§ 200.215) has been debarred, suspended, or voluntarily excluded from participation in any
federal grant or procurement program or any program of a state government or agency, or has
been the subject of a limited denial of participation issued pursuant to 24 CFR Part 24,
Subpart G, or has been denied approval for participation in a HUD project pursuant to 24 CFR
Part 200, subpart H, at any time during the 10 years preceding the date of this Contract.
6.5.7 No approval of Purchaser or any affiliate of Purchaser (as defined in 24

CFR § 200.215) for participation in a HUD project pursuant to 24 CFR Part 200, Subpart H, has
been delayed for more than 30 days after submission of HUD Form 2530, nor have any of them
been denied preliminary approval (or not received preliminary approval within 90 days of
application therefor) as transferee under a transfer of physical assets application or proposed
assignment of any Housing Assistance Payments Contract requiring full or modified review, in
each case within the 12 calendar months preceding the date of this Contract.
6.5.8 Purchaser is not a Prohibited Person.
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6.5.9 To Purchaser’s knowledge, none of its investors, affiliates or brokers or
other agents (if any), acting or benefiting in any capacity in connection with this Contract is a
Prohibited Person.
6.5.10 The funds or other assets Purchaser will transfer to Seller under this
Contract are not the property of, or beneficially owned, directly or indirectly, by a Prohibited
Person.
6.5.11 The funds or other assets Purchaser will transfer to Seller under this
Contract are not the proceeds of specified unlawful activity as defined by 18 U.S.C.
§ 1956(c)(7).
The provisions of this Section 6.5 shall survive the Closing and delivery of the
Assignment of Ground Lease to Purchaser.
ARTICLE 7
OPERATION OF THE PROPERTY
7.1 Leases and Property Contracts. During the period of time from the Effective
Date to the Closing Date, in the ordinary course of business Seller may enter into new Property
Contracts, new Leases, renew existing Leases or modify, terminate or accept the surrender or
forfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without first obtaining the
written consent of Purchaser; provided, however, Seller agrees that any such new Property
Contracts or any new or renewed Leases shall not have a term in excess of 1 year without the
prior written consent of Purchaser, which consent shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding anything in the Agreement to the contrary, at any time
between the Effective Date and the Closing, Seller may elect, in Seller's sole discretion, to adjust
rents for the Property pursuant to the HAP Contract.
7.2 General Operation of Property. Except as specifically set forth in this

Article 7, Seller shall operate the Property after the Effective Date in the ordinary course of
business, and except as necessary in Seller’s sole discretion to address (a) any life or safety issue
at the Property or (b) any other matter which in Seller’s reasonable discretion materially
adversely affects the use, operation or value of the Property, Seller will not make any material
alterations to the Property or remove any material Fixtures and Tangible Personal Property
without the prior written consent of Purchaser which consent shall not be unreasonably withheld,
denied or delayed. Notwithstanding anything in this Contract to the contrary, at any time
between the Effective Date and the Closing, Seller may elect, in Seller's sole discretion, to renew
any HAP Contract.
7.3 Liens. Other than utility easements and temporary construction easements
granted by Seller in the ordinary course of business, Seller covenants that it will not voluntarily
create or cause any lien or encumbrance to attach to the Property between the Effective Date and
the Closing Date (other than Leases and Property Contracts as provided in Section 7.1) unless
Purchaser approves such lien or encumbrance, which approval shall not be unreasonably
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withheld, conditioned or delayed. If Purchaser approves any such subsequent lien or
encumbrance, the same shall be deemed a Permitted Encumbrance for all purposes hereunder.
ARTICLE 8
CONDITIONS PRECEDENT TO CLOSING
8.1 Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this

Contract shall be subject to and conditioned upon the fulfillment of the following conditions
precedent:
8.1.1 All of the documents required to be delivered by Seller to Purchaser at the

Closing pursuant to the terms and conditions hereof shall have been delivered;
8.1.2 Each of Seller’s Representations shall be true in all material respects as of

the Closing Date;
8.1.3 Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with, fulfilled or performed
by Seller hereunder;
8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any
bankruptcy proceeding nor shall have been in the last six (6) months a debtor in any bankruptcy
proceeding;
8.1.5 Agency Consents, to the extent required, shall have been obtained;
8.1.6 Intentionally Omitted;
8.1.7 Ground Lessor Consent has been obtained;
8.1.8 HUD Approval and VHDA Approval, including without limitation HUD
Approval and VHDA Approval of the HAP Assumption, have been obtained;
Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s

obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth
in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing
conditions and proceed to Closing on the Closing Date with no offset or deduction from the
Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies
pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not
be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy,
(i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the
Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the
Closing Date with no offset or deduction from the Purchase Price. If any of the conditions set
forth in Section 8.1.5 (with respect to Agency Consent), Section 8.1.7 (with respect to Ground
Lessor Consent), or Section 8.1.8 (with respect to HUD Approval and VHDA Approval), are
not met, Purchaser may, as its sole and exclusive remedy, terminate this Contract, in which
event Seller shall be entitled to retain the Deposit.
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8.2 Seller’s Conditions to Closing. Without limiting any of the rights of Seller
elsewhere provided for in this Contract, Seller’s obligation to close with respect to conveyance
of the Property under this Contract shall be subject to and conditioned upon the fulfillment of
each and all of the following conditions precedent:
8.2.1 All of the documents and funds required to be delivered by Purchaser to

Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered;
8.2.2 Each of the representations, warranties and covenants of Purchaser

contained herein shall be true in all material respects as of the Closing Date;
8.2.3 Purchaser shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with, fulfilled or performed
by Purchaser hereunder;
8.2.4 There shall not be pending or, to the knowledge of either Purchaser or
Seller, any litigation or threatened litigation which, if determined adversely, would restrain the
consummation of any of the transactions contemplated by this Contract or declare illegal, invalid
or nonbinding any of the covenants or obligations of Purchaser;
occur on the terms and conditions of this Contract, the Loan Assumption and Release shall have
occurred;
8.2.6 In the event Purchaser elects to cause the Loan Payoff to occur on the
terms and conditions of this Contract, the Loan Payoff shall have occurred and the Payoff
Consents and Purchaser-Provided Notices shall have been obtained and given;
8.2.7 Ground Lessor Consent has been obtained;
8.2.8 HUD Approval and VHDA Approval, including without limitation HUD
Approval and VHDA Approval of the HAP Assumption, have been obtained;
8.2.9 Intentionally Omitted;
8.2.10 Agency Consents, to the extent required, shall have been obtained in a
form reasonably acceptable to Seller;
8.2.11 Seller shall have received all consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby, including, without
limitation, and the amendment of Seller’s (or Seller’s affiliates’) partnership or other
organizational documents in connection therewith), (a) from Seller’s partners, members,
managers, shareholders or directors to the extent required by Seller’s (or Seller’s affiliates’)
organizational documents, and (b) as required by law; and
8.2.12 Seller shall have received consent to the consummation of the transactions
contemplated hereby from all holders of installment obligations or other indebtedness of Seller
or an upper-tier investor in Seller, which consent shall include, in the event that the net Purchase
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Price proceeds to be paid to Seller at Closing are less than the outstanding balance of such
obligations or other indebtedness, approval of such holder to a discounted payoff of such
obligation or other indebtedness in an amount satisfactory to Seller in its sole discretion.
If any of the foregoing conditions set forth in Sections 8.2.1 through and including
8.2.10 are not met prior to the Closing Date, Seller may (a) waive any of the foregoing
conditions (to the extent such condition can be waived under applicable Laws or, as the case
may be, under applicable governing documents) and proceed to Closing on the Closing Date,
or (b) terminate this Contract and retain the Deposit. If either of the conditions set forth in
Sections 8.2.11 or 8.2.12 are not met on or before the Closing Date, Seller may (x) waive any
of the foregoing conditions and proceed to Closing on the Closing Date, or (y) terminate this
Contract and cause the Escrow Agent promptly to return the Deposit to Purchaser.
ARTICLE 9
BROKERAGE
9.1 Indemnity. Seller and Purchaser each represents and warrants to the other that it
has not dealt with or utilized the services of any real estate broker, sales person or finder in
connection with this Contract, and each party agrees to indemnify, hold harmless, and, if
requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved
by the indemnitee) the other party from and against all Losses relating to brokerage commissions
and finder’s fees arising from or attributable to the acts or omissions of the indemnifying party.
The provisions of this Section 9.1 shall survive the termination of this Contract, and if not so
terminated, the Closing and delivery of the Assignment of Ground Lease.
ARTICLE 10
DEFAULTS AND REMEDIES
10.1 Purchaser Default. If Purchaser defaults in its obligations hereunder to

(a) deliver the Initial Deposit or Additional Deposit (or any other deposit or payment required of
Purchaser hereunder), (b) deliver to Seller the deliveries specified under Section 5.3 on the date
required thereunder, or (c) deliver the Purchase Price at the time required by Section 2.2.5 and
close on the purchase of the Property on the Closing Date, then, immediately and without notice
or cure, Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to
Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property.
If, Purchaser defaults in any of its other representations, warranties or obligations under this
Contract, and such default continues for more than 10 days after written notice from Seller, then
Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and
neither party shall be obligated to proceed with the purchase and sale of the Property. The
Deposit is liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity
and confidentiality obligations hereunder, Seller’s sole and exclusive remedy for Purchaser’s
failure to perform its obligation to purchase the Property or breach of a representation or
warranty. Seller expressly waives the remedies of specific performance and additional damages
for such default by Purchaser. SELLER AND PURCHASER ACKNOWLEDGE THAT
SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE
DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM
A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY.
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SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED
TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL
BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN
EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND
CONFIDENTIALITY OBLIGATIONS HEREUNDER.
10.2 Seller Default. If Seller, prior to the Closing, defaults in its covenants, or
obligations under this Contract, including to sell the Property as required by this Contract and
such default continues for more than 10 days after written notice from Purchaser, then, at
Purchaser’s election and as Purchaser’s sole and exclusive remedy, either (a) this Contract shall
terminate, and all payments and things of value, including the Deposit, provided by Purchaser
hereunder shall be returned to Purchaser and Purchaser may recover, as its sole recoverable
damages (but without limiting its right to receive a refund of the Deposit), its direct and actual
out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection
with this transaction, which damages shall not exceed $20,000 in the aggregate, or (b) subject to
the conditions below, Purchaser may seek specific performance of Seller’s obligation to deliver
the Assignment of Ground Lease pursuant to this Contract (but not damages). Purchaser agrees
that it shall promptly deliver to Seller an assignment of all of Purchaser’s right, title and interest
in and to (together with possession of) all plans, studies, surveys, reports, and other materials
paid for with the out-of-pocket expenses reimbursed by Seller pursuant to clause (a) of the
foregoing sentence. Purchaser may seek specific performance of Seller’s obligation to deliver
the Assignment of Ground Lease pursuant to this Contract only if, as a condition precedent to
initiating such litigation for specific performance, Purchaser shall first (i) have been able, but for
Seller’s default, to deliver the total Purchase Price and all Purchaser Closing documents to
Escrow Agent in accordance with the requirements of this Contract; (ii) have theretofore
complied with all of Purchaser’s obligations under this Contract and not otherwise been in
default under this Contract and (iii) file suit therefor with the court on or before the ninetieth
(90th) day after the Closing Date; if Purchaser fails to file an action for specific performance
within ninety (90) days after the Closing Date, then Purchaser shall be deemed to have elected to
terminate the Contract in accordance with clause (a) above. SELLER AND PURCHASER
FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE
AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO
PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST
SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A
BREACH BY SELLER OF ITS COVENANTS UNDER THIS CONTRACT OR ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT. UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE
ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER
SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS
COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT. PURCHASER
SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN
AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO
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SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS
DILIGENTLY PURSUING SUCH REMEDY.
ARTICLE 11
RISK OF LOSS OR CASUALTY
11.1 Major Damage. In the event that the Property is damaged or destroyed by fire or
other casualty from and after the Effective Date and prior to Closing, and the cost for demolition,
site cleaning, restoration, replacement, or other repairs (collectively, the “Repairs”) is more than
$500,000.00, then Seller shall have no obligation to make such Repairs and shall notify
Purchaser in writing of such damage or destruction (the “Damage Notice”). Within 10 days
after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to terminate
this Contract by delivering written notice to Seller, in which event the Deposit shall be refunded
to Purchaser. In the event Purchaser fails to terminate this Contract within the foregoing 10-day
period, this transaction shall be closed in accordance with Section 11.3.
11.2 Minor Damage. In the event that the Property is damaged or destroyed by fire or
other casualty from and after the Effective Date and prior to Closing, and the cost of Repairs is
equal to or less than $500,000.00, then this transaction shall be closed in accordance with Section
11.3, notwithstanding the damage or destruction. In such event, Seller may, at its election,
endeavor to make such Repairs to the extent of any recovery from insurance carried on the
Property if such Repairs can be reasonably effected before Closing. Regardless of Seller’s
election to commence such Repairs, or Seller’s ability to complete such Repairs prior to Closing,
this transaction shall be closed in accordance with Section 11.3 below.
11.3 Closing After Casualty Damage or Destruction . In the event Purchaser fails to
terminate this Contract following a casualty causing major damage as set forth in Section 11.1,
or in the event of a casualty causing minor damage as set forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of this Contract, either, at Seller’s
election, (i) for the full Purchase Price, notwithstanding any such casualty, in which case
Purchaser shall at Closing, execute and deliver an assignment and assumption (in form
reasonably required by Seller) of Seller’s rights and obligations with respect to the insurance
claim related to such casualty, and thereafter, Purchaser shall receive all insurance proceeds
pertaining to such claim, less any amounts that may already have been spent by Seller for
Repairs (plus a credit against the Purchase Price at Closing in the amount of any deductible
payable by Seller in connection therewith; or (ii) for the full Purchase Price, less a credit to
Purchaser in the amount necessary to complete such Repairs (less any amounts that may already
have been spent by Seller for Repairs).
11.4 Repairs. To the extent that Seller elects to commence any Repairs prior to
Closing, then Seller shall be entitled to receive and apply available insurance proceeds to any
portion of such Repairs completed or installed prior to Closing, with Purchaser being responsible
for completion of such Repairs after Closing. To the extent that any Repairs have been
commenced prior to Closing, then the Property Contracts shall include, and Purchaser shall
assume at Closing, all construction and other contracts entered into by Seller in connection with
such Repairs. The provisions of this Section 11.4 shall survive the Closing and delivery of the
Assignment of Ground Lease to Purchaser.
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ARTICLE 12
EMINENT DOMAIN
12.1 Eminent Domain. In the event that, from and after the Effective Date and prior
to Closing, any material part of the Property is acquired (or is about to be acquired) by any
governmental agency by the powers of eminent domain or transfer in lieu thereof (or in the event
that at such time there is any notice of any such acquisition or intent to acquire by any such
governmental agency), then, if the value of the part of the Property acquired, or to be acquired, is
more than $250,000.00, Purchaser shall have the right, at Purchaser’s option, to terminate this
Contract by giving written notice within 10 days after Purchaser’s receipt from Seller of notice
of the occurrence of such event, and if Purchaser so terminates this Contract, Purchaser shall
recover the Deposit hereunder. If Purchaser fails to terminate this Contract within such 10-day
period, this transaction shall be closed in accordance with the terms of this Contract for the full
Purchase Price and Purchaser shall receive the full benefit of any condemnation award, less
(i) the costs, expenses and fees, including reasonable attorneys’ fees, expenses and
disbursements, incurred by Seller in connection with obtaining payment of any award or
proceeds in connection with any such condemnation or eminent domain proceedings, and (ii) any
portion of any such award or proceeds that is allocable to loss of use of the Property prior to
Closing. It is expressly agreed between the parties hereto that this Section shall in no way apply
to customary dedications for public purposes which may be necessary for the development of the
Property.
ARTICLE 13
MISCELLANEOUS
13.1 Binding Effect of Contract. This Contract shall not be binding on either party
until executed by both Purchaser and Seller. As provided in Section 2.3.5 above, the Escrow
Agent’s execution of this Contract shall not be a prerequisite to its effectiveness. Subject to
Section 13.3, upon execution this Contract shall be binding upon and inure to the benefit of
Seller and Purchaser, and their respective successors and permitted assigns.
13.2 Exhibits and Schedules. All Exhibits and Schedules, whether or not annexed
hereto, are a part of this Contract for all purposes.
13.3 Assignability. This Contract is not assignable by Purchaser without first

obtaining the prior written approval of Seller. Notwithstanding the foregoing, Purchaser may
assign this Contract, without first obtaining the prior written approval of Seller, to one or more
entities one time so long as (a) Purchaser is an affiliate of the purchasing entity(ies),
(b) Purchaser is not released from its liability hereunder, (c) Purchaser provides written notice to
Seller of any proposed assignment no later than 30 days prior to the Closing Date (including
evidence of the name and formation of such assignee), and (d) Purchaser pays any increase in
any obligation or liability under this Contract or with respect to the sale or Property as a result of
such assignment (including, but not limited to, any transfer, sales, stamp or similar tax). As used
herein, an affiliate is a person or entity controlled by, under common control with, or controlling
another person or entity.
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13.4 Captions. The captions, headings, and arrangements used in this Contract are for
convenience only and do not in any way affect, limit, amplify, or modify the terms and
provisions hereof.
13.5 Number and Gender of Words. Whenever herein the singular number is used,
the same shall include the plural where appropriate, and words of any gender shall include each
other gender where appropriate.
13.6 Notices. All notices, demands, requests and other communications required or
permitted hereunder shall be in writing, and shall be (a) personally delivered with a written
receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a
written acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified or registered mail, return receipt requested, or (d) sent by
confirmed facsimile transmission with an original copy thereof transmitted to the recipient by
one of the means described in subsections (a) through (c) no later than 3 Business Days
thereafter. All notices shall be deemed effective when actually delivered as documented in a
delivery receipt; provided, however, that if the notice was sent by overnight courier or mail as
aforesaid and is affirmatively refused or cannot be delivered during customary business hours by
reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address
with respect to which the addressor did not have either knowledge or written notice delivered in
accordance with this paragraph, then the first attempted delivery shall be deemed to constitute
delivery. Each party shall be entitled to change its address for notices from time to time by
delivering to the other party notice thereof in the manner herein provided for the delivery of
notices. All notices shall be sent to the addressee at its address set forth following its name
below:
If to Purchaser: SP SPRINGFIELD LP
c/o Southport Financial Services, Inc.
2430 Estancia Boulevard, Suite 101
Clearwater, Florida 33761
Attn: J. David Page
Telephone: 727.669.3660
Telecopy: 727.669.4233
With a copy to: Pepple, Johnson, Cantu & Schmidt, PLLC

2430 Estancia Blvd., Suite 114
Attn: David O. Cantu, Esq.
Telephone: 727.724.3222
Telecopy: 727.726.9272
- 44 -
If to Seller: NEWINGTON-OXFORD ASSOCIATES LIMITED
PARTNERSHIP
c/o Apartment Investment and Management Company
1740 N. Street, NW
2nd Floor
Washington, DC 20036
Attention: John Majeski
Telephone: 703.243.9194 x11
Facsimile: 703.243.9373
With a copy to: Trent A. Johnson, Esq.

Senior Counsel - Real Estate
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
Telephone: 303.691.4348
Telecopy: 720.200.6882
With a copy to: John G. Spiegleman, Esq.

4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
Telephone: 303.691.4303
Telecopy: 720.200.6882
With a copy to: Alston & Bird LLP

1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Attn: Christina Braisted Rogers, Esq.
Telephone: 404.881.7654
Telecopy: 404.881.7777
Any notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with the above provisions as follows:
Fidelity National Title Insurance Company

8450 E. Crescent Parkway, Suite 410
Greenwood Village, CO 80111
Attn: Lindsey Mann
Telephone: 720.200.1227
Telecopy: 720.489.7593
Unless specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in order to be
effective so long as it is delivered to the other party in accordance with the above provisions.
- 45 -
13.7 Governing Law and Venue. The laws of the Commonwealth of Virginia shall
govern the validity, construction, enforcement, and interpretation of this Contract, unless
otherwise specified herein except for the conflict of laws provisions thereof. All claims, disputes
and other matters in question arising out of or relating to this Contract, or the breach thereof,
shall be decided by proceedings instituted and litigated in a court of competent jurisdiction in the
state (or commonwealth, as the case may be) in which the Property is situated, and the parties
hereto expressly consent to the venue and jurisdiction of such court.
13.8 Entire Agreement. This Contract embodies the entire Contract between the
parties hereto concerning the subject matter hereof and supersedes all prior conversations,
proposals, negotiations, understandings and contracts, whether written or oral.
13.9 Amendments. This Contract shall not be amended, altered, changed, modified,
supplemented or rescinded in any manner except by a written contract executed by all of the
parties; provided, however, that the signature of the Escrow Agent shall not be required as to any
amendment of this Contract other than an amendment of Section 2.3.
13.10 Severability. In the event that any part of this Contract shall be held to be invalid
or unenforceable by a court of competent jurisdiction, such provision shall be reformed, and
enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall
be severed from this Contract and the remaining portions of this Contract shall be valid and
enforceable.
13.11 Multiple Counterparts/Facsimile Signatures. This Contract may be executed

in a number of identical counterparts. This Contract may be executed by facsimile signatures or
electronic delivery of signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.
13.12 Construction. No provision of this Contract shall be construed in favor of, or

against, any particular party by reason of any presumption with respect to the drafting of this
Contract; both parties, being represented by counsel, having fully participated in the negotiation
of this instrument.
13.13 Confidentiality. Purchaser shall not disclose the terms and conditions contained
in this Contract and shall keep the same confidential, provided that Purchaser may disclose the
terms and conditions of this Contract (a) as required by law, (b) to consummate the terms of this
Contract, or any financing relating thereto, or (c) to Purchaser’s or Seller’s lenders, attorneys and
accountants. Any information obtained by Purchaser in the course of the Inspections and any
Materials provided by Seller to Purchaser hereunder shall be confidential and Purchaser shall be
prohibited from making such information public to any other person or entity other than its
Consultants, without Seller’s prior written authorization, which may be granted or denied in
Seller’s sole discretion. In addition, Purchaser shall use reasonable efforts to prevent its
Consultants from divulging such confidential information to any unrelated third parties except as
reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing
and investigating such information for the purpose of consummating the transaction
contemplated by this Contract. Unless and until the Closing occurs, Purchaser shall not market
- 46 -
the Property (or any portion thereof) to any prospective purchaser or lessee without the prior
written consent of Seller, which consent may be withheld in Seller's sole discretion.
Notwithstanding the provisions of Section 13.8, Purchaser agrees that the covenants, restrictions
and agreements of Purchaser contained in any confidentiality agreement executed by Purchaser
prior to the Effective Date shall survive the execution of this Contract and shall not be
superseded hereby.
13.14 Time of the Essence. It is expressly agreed by the parties hereto that time is of
the essence with respect to this Contract and any aspect thereof.
13.15 Waiver. No delay or omission to exercise any right or power accruing upon any
default, omission, or failure of performance hereunder shall impair any right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. No waiver, amendment, release, or modification
of this Contract shall be established by conduct, custom, or course of dealing and all waivers
must be in writing and signed by the waiving party.
13.16 Attorneys Fees. In the event either party hereto commences litigation against the
other to enforce its rights hereunder, the substantially prevailing party in such litigation shall be
entitled to recover from the other party its reasonable attorneys’ fees and expenses incidental to
such litigation, including the cost of in-house counsel and any appeals.
13.17 Time Zone/Time Periods. Any reference in this Contract to a specific time shall
refer to the time in the time zone where the Property is located. Should the last day of a time
period fall on a weekend or legal holiday, the next Business Day thereafter shall be considered
the end of the time period. Any reference herein to days shall mean calendar days unless
otherwise specified as Business Days.
13.18 Intentionally Omitted.
13.19 No Personal Liability of Officers, Trustees or Directors of Seller’s Partners.

Purchaser acknowledges that this Contract is entered into by Seller which is a Maryland limited
partnership, and Purchaser agrees that none of Seller’s Indemnified Parties shall have any
personal liability under this Contract or any document executed in connection with the
transactions contemplated by this Contract.
13.20 No Exclusive Negotiations. Seller shall have the right, at all times prior to the
expiration of the Feasibility Period, to solicit backup offers and enter into discussions,
negotiations, or any other communications concerning or related to the sale of the Property with
any third-party; provided, however, that such communications are subject to the terms of this
Contract, and that Seller shall not enter into any contract or binding contract with a third-party
for the sale of the Property unless such contract is contingent on the termination of this Contract
without the Property having been conveyed to Purchaser.
13.21 ADA Disclosure. Purchaser acknowledges that the Property may be subject to
the federal Americans With Disabilities Act, 42 U.S.C.A. §§ 12101-12213 (as amended from
time to time, the “ADA”) and the federal Fair Housing Act, 42 U.S.C.A. §§ 3601-3619, 3631 (as
- 47 -
amended from time to time, the “FHA”). The ADA requires, among other matters, that tenants
and/or owners of “public accommodations” remove barriers in order to make the Property
accessible to disabled persons and provide auxiliary aids and services for hearing, vision or
speech impaired persons. Seller makes no warranty, representation or guarantee of any type or
kind with respect to the Property’s compliance with the ADA or the FHA (or any similar state or
local law), and Seller expressly disclaims any such representation.
13.22 No Recording. Purchaser shall not cause or allow this Contract or any contract
or other document related hereto, nor any memorandum or other evidence hereof, to be recorded
or become a public record without Seller’s prior written consent, which consent may be withheld
at Seller’s sole discretion. If Purchaser records this Contract or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this Contract. Purchaser
hereby appoints Seller as Purchaser’s attorney-in-fact to prepare and record any documents
necessary to effect the nullification and release of the Contract or other memorandum or
evidence thereof from the public records. This appointment shall be coupled with an interest and
irrevocable.
13.23 Relationship of Parties. Purchaser and Seller acknowledge and agree that the
relationship established between the parties pursuant to this Contract is only that of a seller and a
purchaser of property. Neither Purchaser nor Seller is, nor shall either hold itself out to be, the
agent, employee, joint venturer or partner of the other party.
13.24 AIMCO Marks. Purchaser agrees that Seller, the Property Manager or AIMCO,
or their respective affiliates, are the sole owners of all right, title and interest in and to the
AIMCO Marks (or have the right to use such AIMCO Marks pursuant to license agreements with
third parties) and that no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract. Purchaser further agrees that Purchaser will
not use the AIMCO Marks for any purpose.
13.25 Non-Solicitation of Employees. Prior to the expiration of the Feasibility Period,

Purchaser acknowledges and agrees that, without the express written consent of Seller, neither
Purchaser nor any of Purchaser’s employees, affiliates or agents shall solicit any of Seller’s
employees or any employees located at the Property (or any of Seller’s affiliates’ employees
located at any property owned by such affiliates) for potential employment.
13.26 Survival. Except for (a) all of the provisions of this Article 13 (other than
Section 13.18 and 13.20), and (b) any provision of this Contract which expressly states that it
shall so survive, and (c) any payment obligation of Purchaser under this Contract (the foregoing
(a), (b) and (c) referred to herein as the “Survival Provisions”), none of the terms and provisions
of this Contract shall survive the termination of this Contract, and, if the Contract is not so
terminated, all of the terms and provisions of this Contract (other than the Survival Provisions,
which will survive Closing) shall be merged into the Closing documents and shall not survive
Closing.
13.27 Multiple Purchasers. As used in this Contract, the term “Purchaser” means all
entities acquiring any interest in the Property at Closing, including, without limitation, any
assignee(s) of the original Purchaser pursuant to Section 13.3 of this Contract. In the event that
- 48 -
“Purchaser” has any obligations or makes any covenants, representations or warranties under this
Contract, the same shall be made jointly and severally by all entities being a Purchaser
hereunder.
ARTICLE 14
LEAD–BASED PAINT DISCLOSURE
14.1 Disclosure. Seller and Purchaser hereby acknowledge delivery of the Lead Based
Paint Disclosure attached as Exhibit J hereto. The provisions of this Section 14.1 shall survive
the Closing and delivery of the Assignment of Ground Lease to Purchaser.
[Remainder of Page Intentionally Left Blank]
- 49 -
EXHIBIT A
LEGAL DESCRIPTION FOR WESTMINSTER OAKS
All that tract or parcel of land located in Fairfax County, Virginia, more particularly described as
follows:
BEGINNING at a point in the property of Stephen G. Yeonas, Trustee in the Easterly right-of-
way line of proposed Southrun Road, said point being North 25 degrees 18 minutes 00 seconds
East 84.12 feet from the Northwesterly corner of Parcel “RR”, Newington Forest, Section 15;
thence running through the property of the Stephen G. Yeonas, Trustee with the Easterly right-
of-way line of Southrun Road North 25 degrees 18 minutes 00 seconds East 388.42 feet and with
a curve to the left whose radius is 1033.98 feet (and whose chord is North 19 degrees 08 minutes
57 seconds East 221.57 feet) an arc distance of 222.00 feet to a point; thence departing from
Southrun Road and continuing through the property of Stephen G. Yeonas, Trustee the following
courses: South 77 degrees 00 minutes 06 seconds East 280.00 feet, South 56 degrees 27 minutes
33 seconds East 295.49 feet and South 33 degrees 32 minutes 27 seconds West 453.83 feet to a
point in the northerly right-of-way line of proposed Grandview Drive, thence with the northerly
right-of-way line of Grandview Drive and continuing through the property of Stephen G.
Yeonas, Trustee the following courses with a curve to the left whose radius is 55.00 feet (and
whose chord is North 72 degrees 08 minutes 28 seconds West 82.17 feet) an arc distance of
92.79 feet; with a curve to the right whose radius is 25.00 feet (and whose chord is South 87
degrees 24 minutes 52 seconds West 23.39 feet) an arc distance of 24.33 feet; with a curve to the
left whose radius is 235.00 feet (and whose chord is South 88 degrees 03 minutes 00 seconds
West 215.20 feet) an arc distance of 223.53 feet; with a curve to the right whose radius is 195.00
feet (and whose chord is South 88 degrees 03 minutes 00 seconds West 178.57 feet) an arc
distance of 185.48 feet and with a curve to the right whose radius is 25.00 feet (and whose chord
is north 19 degrees 42 minutes 00 seconds West 35.36 feet) an arc distance of 39.27 feet to the
point of beginning containing 6.50416 Acres of land.
Legal Description
EXHIBIT B
FORM OF ASSIGNMENT OF GROUND LEASE
PREPARED OUTSIDE THE COMMONWEALTH

OF VIRGINIA
UPON RECORDING RETURN TO:
Pepple Johnson Cantu & Schmidt PLLC Property Location: _______________

2430 Estancia Blvd., Suite 114 County of Fairfax
Clearwater, FL 33761 Commonwealth of Virginia
Attention: David O. Cantu, Esq.
ASSIGNMENT OF GROUND LEASE
THIS ASSIGNMENT OF GROUND LEASE (“Assignment”), made as of

_______________, 2009 by NEWTON-OXFORD ASSOCIATES LIMITED
PARTNERSHIP, a Maryland limited partnership (“Assignor” and “Grantor” for recording
and indexing purposes), in favor of [PURCHASER ASSIGNEE:
_______________________], [Assignee: a _______________________] (“Assignee” and
“Grantee” for recording and indexing purposes).
W I T N E S S E T H:
WHEREAS, Assignor is the owner of a leasehold estate (hereinafter, said leasehold

estate is referred to as the “Leasehold Estate”) under that certain Lease described in Exhibit A
(the “Ground Lease”); said Leasehold Estate covers real estate located in Fairfax County,
Virginia, which land (hereinafter, said land is referred to as the “Leasehold Property”) is more
particularly described on Exhibit B attached hereto and made a part hereof, and which Leasehold
Estate includes an ownership interest of Assignor in fee in and to all buildings and improvements
located on the Leasehold Property (collectively, the “Improvements”), subject to the Ground
Lessor’s (hereinafter defined) reversionary interest therein on the terms and conditions of the
Ground Lease;
WHEREAS, Assignor has agreed to assign, transfer, sell and convey to Assignee all the
right, title and interest of the tenant or lessee in, to and under the Leasehold Estate, the Ground
Lease and the Leasehold Property, and to quit-claim Assignor’s interest in and to the
Improvements to Assignee in connection therewith; and
WHEREAS, Assignee has agreed to assume the due and full performance of all of
Assignor's obligations, duties and covenants accruing on and after the date hereof under the
Ground Lease and to accept Assignor’s quit-claim conveyance in and to the Improvements as
aforesaid.
Assignment of Ground Lease

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration in hand paid and delivered by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby
assign, transfer, sell and convey to Assignee, its successors and assigns, without recourse or
warranty except as hereinafter expressly provided, all of assignor's right, title and interest in and
to the Leasehold Estate, the Ground Lease and the Leasehold Property, subject to those items set
forth on Exhibit C attached hereto and made a part hereof (the “Permitted Title Exceptions”).
TO HAVE AND TO HOLD the Leasehold Estate, and all of Assignor's right, title and
interest in and to the Leasehold Property and the Ground Lease, together with any easements
appurtenant thereto and any improvements thereon, and together with all other appurtenances
thereunto belonging, or in any manner appertaining, unto Assignee, its successors and assigns,
forever. Assignor does hereby covenant and warrant that Assignor has the right and authority to
so assign, transfer, sell and convey the Leasehold Estate to assignee, that the Leasehold Estate
hereby assigned, transferred, sold and conveyed to Assignee constitutes the entire interest of
Assignor under the Ground Lease and that the Leasehold Estate is free and clear of any and all
liens, restrictions and encumbrances arising from the lawful claims of all persons owning,
holding or claiming by, through or under Assignor, but not otherwise, other than (i) those set
forth in the Ground Lease, (ii) zoning ordinances and restrictions and (iii) the Permitted Title
Exceptions.
Without limiting the foregoing, it is the intent of this Assignment to, and for avoidance of
doubt Assignor hereby does, release, relinquish and quitclaim unto Grantee, without warranty, all
of Assignor’s right, title and interest in and to the Improvements.
Assignee accepts the foregoing quit-claim conveyance of the Improvements and

otherwise assumes and agrees, for itself and its successors and assigns, and for the benefit of
Robert Pierre Johnson Housing Development Corporation of the National Capital Area (“Ground
Lessor”), as lessor under the Ground Lease, to perform any and all obligations and duties of
Assignor as “tenant” or “lessee” under the Ground Lease, and to be personally liable and subject
to all of the conditions and restrictions to which Assignor is subject, for that period of time from
and after the date hereof.
-2-
IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment under
seal on the day and year first above written.
ASSIGNOR:
NEWINGTON-OXFORD ASSOCIATES
LIMITED PARTNERSHIP,
a Maryland limited partnership
By: OXFORD EQUITIES CORPORATION,

an Indiana corporation,
its managing general partner
By: ____________________________
Name:
Title:
STATE OF [ ])
) ss.:
COUNTY/CITY OF [ ])
On the [___] day of _____________, 2009 before me, the undersigned, a Notary
Public for said state, personally appeared [_________________], personally known to me OR
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument.1
____________________________
Notary Public
My commission expires:
Notary Registration No.: ________________
[SIGNATURES CONTINUED ON NEXT PAGE]
1
Acknowledgement to be confirmed with Local Counsel.
-3-
[SIGNATURES CONTINUED FROM PRECEDING PAGE]
ASSIGNEE:
[PURCHASER ASSIGNEE:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
STATE OF [ ])
) ss.:
COUNTY/CITY OF [ ])
____________________________
Notary Public
2
-4-
JOINDER
The undersigned, as lessor under the Ground Lease, hereby joins in the foregoing
Assignment of Ground Lease for the purpose of acknowledging the assignment of the Ground
Lease by Assignor to Assignee and the assumption of the Ground Lease by Assignee, and, by its
execution hereof, the undersigned hereby fully releases Assignor, its general partners, affiliates,
parent and subsidiary entities, successors, assigns, partners, managers, members, employees,
officers, directors, trustees, shareholders, counsel, representatives, agents, including without
limitation Oxford Equities Corporation and Apartment Investment and Management Company,
from any and all obligations arising or accruing under or related to the Ground Lease, whether
arising before, on or after the date hereof.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

caused this Joinder to be duly executed under seal, as of the date first above written.
WITNESSED BY: Robert Pierre Johnson Housing Development

Corporation of the National Capital Area
______________________ By:_______________________________
Name:
Its:
______________________
STATE OF [ ])
) ss.:
COUNTY/CITY OF [ ])
____________________________
Notary Public
3
-5-
EXHIBIT A
GROUND LEASE
That certain Lease Agreement by and between Robert Pierre Johnson Housing Development
Corporation of the National Capital Area and Newton-Oxford Associates Limited Partnership
(f/k/a Newton-Oxford Associates), dated as of March 30, 1982, and recorded at Deed Book
5641, page 330 in the records of Fairfax County, Virginia.
-6-
EXHIBIT B
follows:
[INSERT DESCRIPTION FROM GROUND LEASE]
-7-
EXHIBIT C
PERMITTED TITLE EXCEPTIONS
1. Real Estate Ad Valorem Taxes for the year in which Closing occurs and subsequent years,
not yet due and payable.
2. All other matters of record recorded or filed in the applicable records of Fairfax County,
Virginia with respect to the real property conveyed hereby.
3. Rights of tenants (and subtenants) and/or lessees (and sublessees) in possession under any
recorded or unrecorded leases or rental agreements.
4. All matters that would be disclosed by a current and accurate survey of the property
conveyed hereby.
-8-
EXHIBIT C
FORM OF BILL OF SALE
THIS BILL OF SALE (“Bill of Sale”) is made as of _______________, 2009 by

NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited
part
UPON RECORDING RETURN TO:
ners
hip
Pepple Johnson Cantu & Schmidt PLLC Property Location: _______________
(“S
2430 Estancia Blvd., Suite 114 County of Fairfax
elle
Clearwater, FL 33761 Commonwealth of Virginia
r”),
Attention: David O. Cantu, Esq.
in
favor of [PURCHASER ASSIGNEE: _______________________], [Assignee: a
_______________________] (“Purchaser”).
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract
dated as of May ___, 2009 (“Contract”) with respect to the sale of certain the Land identified
on Exhibit A attached thereto and the Improvements located thereon. (Any term with its initial
letter capitalized and not otherwise defined herein shall have the meaning set forth in the
Contract.)
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller does hereby absolutely and
unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm
and deliver to Purchaser all of the Fixtures and Tangible Personal Property, without
representation or warranty of any kind whatsoever except as set forth in and subject to the
terms of the Contract.
WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER

TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY
DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR
FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED
OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE
UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY
IS LOCATED OR ANY OTHER STATE.
This Bill of Sale shall be binding upon and inure to the benefit of the successors and
permitted assigns of Purchaser and Seller.
This Bill of Sale shall be governed by, interpreted under, and construed and
enforceable in accordance with, the laws of the State of Virginia.
Bill of Sale
IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale as of the
date first set forth hereinabove.
SELLER:

By: ____________________________
Name:
Title:
-2-
Bill of Sale
PURCHASER:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
-3-
Bill of Sale
EXHIBIT D
GENERAL ASSIGNMENT AND ASSUMPTION
THIS GENERAL ASSIGNMENT AND ASSUMPTION (this “Assignment”) is

executed by NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a
Maryland limited partnership (“Seller”), in favor of [PURCHASER ASSIGNEE:
_______________________], [Assignee: a _______________________] (“Purchaser”) as of
_______________, 2009 (the “Effective Date”).
Seller and Purchaser, have entered into that certain Purchase and Sale Contract dated as
of May ___, 2009 (“Contract”), in which Seller has agreed to sell and Purchaser has agreed to
purchase the Land described on Exhibit A attached thereto and the improvements located thereon
(collectively, the “Project”). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Contract.
Pursuant to the Contract, Seller has agreed to assign, without recourse or warranty, to
Purchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous Property
Assets, the Permits (other than the Excluded Permits), and the Property Contracts.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. Assignment. As of the Effective Date, Seller hereby assigns, sells and transfers,
without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and to
the Miscellaneous Property Assets, the Permits (other than the Excluded Permits), and the
Property Contracts.
2. Assumption. As of the Effective Date, Purchaser expressly agrees to assume and

hereby assumes all liabilities and obligations of Seller in connection with the Miscellaneous
Property Assets, the Permits (other than the Excluded Permits), and the Property Contracts;
provided, however, that to the extent that any Property Contract constitutes a Terminated
Contract, Purchaser assumes such Property Contract only (a) through the effective date of the
termination of such Property Contract pursuant to its express terms, and (b) to the extent of any
cancellation fees, penalties or damages, including liquidated damages, due as a result of such
termination.
3. Counterparts. This Assignment may be executed in counterparts, each of which

shall be deemed an original, and both of which together shall constitute one and the same
instrument.
4. Attorneys’ Fees. If any action or proceeding is commenced by either party to

enforce its rights under this Assignment, the substantially prevailing party in such action or
proceeding shall be awarded all reasonable costs and expenses incurred in such action or
General Assignment
proceeding, including reasonable attorneys’ fees and costs (including the cost of in-house
counsel and appeals), in addition to any other relief awarded by the court.
5. Applicable Law. This Assignment shall be governed by and interpreted in

accordance with the laws of the Commonwealth of Virginia.
6. Binding Effect. This Assignment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE

OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A
WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A
PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT
MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL
CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED OR ANY OTHER
STATE.
WITNESS the signatures of the undersigned.
SELLER:

By: ____________________________
Name:
Title:
-2-
General Assignment
PURCHASER:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
-3-
General Assignment
EXHIBIT E
ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY

DEPOSITS (this “Assignment”) is executed by and between NEWINGTON-OXFORD
ASSOCIATES LIMITED PARTNERSHIP, a Maryland limited partnership (“Assignor”), and
[PURCHASER ASSIGNEE: _______________________], [Assignee: a
_______________________] (“Assignee”), as of _______________, 2009 (the “Effective
Date”).
Assignee and Assignor have entered into that certain Purchase and Sale Contract, dated
May ___, 2009 (“Purchase Contract”), in which Assignor has agreed to sell and Assignee has
agreed to purchase the real property described on Exhibit A attached hereto and the
improvements located thereon (collectively, the “Project”).
Assignor, as landlord, has entered into certain leases for the use of the Project by tenants
(collectively, together with all amendments, modifications, supplements, restatements and
guarantees thereof, the “Leases”) for the Project.
The Purchase Contract requires Assignor and Assignee to execute this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Capitalized Terms. Unless the context otherwise requires, all capitalized terms
used, but not otherwise defined herein, shall have the meanings set forth for the same in the
Purchase Contract.
2. Assignment and Assumption. As of the Effective Date, Assignor hereby

irrevocably assigns, sets over, transfers and conveys to Assignee all of Assignor’s right, title and
interest in and to (a) the Leases and (b) the Tenant Security Deposit Balance. Assignee hereby
accepts this Assignment and the rights granted herein, and Assignee hereby expressly assumes,
for itself and its successors, assigns and legal representatives, the Leases and the Tenant Security
Deposit Balance and all of the obligations and liabilities, fixed and contingent, of Assignor
thereunder accruing from and after the date hereof with respect to the Leases and the Tenant
Security Deposit Balance and agrees to (i) be fully bound by all of the terms, covenants,
agreements, provisions, conditions, obligations and liability of Assignor thereunder, which
accrue from and after the date hereof, and (ii) keep, perform and observe all of the covenants and
conditions contained therein on the part of Assignor to be kept, performed and observed, from
and after the date hereof.
Assignment of Leases
3. Indemnification. Assignee shall indemnify, protect, defend and hold harmless
Assignor from and against any and all claims incurred by Assignor with respect to the Security
Deposits assigned herein.
4. General Provisions.
a. Successors. This Assignment shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns.
b. Counterparts. This Assignment may be executed in as many

counterparts as may be deemed necessary and convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same instrument.
c. Governing Law. This Assignment and the legal relations between the
parties hereto shall be governed by and construed and enforced in accordance with the laws of
the State (or Commonwealth, as the case may be) wherein the Project is located, without
reference to the conflict of law provisions thereof.
d. Attorney’s Fees. If any action or proceeding is commenced by either

party to enforce its rights under this Assignment, the substantially prevailing party in such action
or proceeding shall be awarded all reasonable costs and expenses incurred in such action or
proceeding, including reasonable attorneys’ fees and costs (including the cost of in-house
counsel and appeals), in addition to any other relief awarded by the court.
[Remainder of Page Intentionally Left Blank]
-2-
IN WITNESS WHEREOF, this Assignment was made and executed as of the date first
above written.
ASSIGNOR:

By: ____________________________
Name:
Title:
-3-
ASSIGNEE:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
-4-
EXHIBIT A
follows:
-5-
EXHIBIT F
NOTICE TO VENDOR REGARDING TERMINATION OF CONTRACT
Westminster Oaks
_______________, 2009
TO: ___________________
___________________
___________________
[INSERT VENDOR
INFORMATION]
Re: Termination of [Insert Name and Date of Contract] (the “Contract”)
Dear [Insert Name]:
Effective as of _______________, 2009 (the “Closing Date”), NEWINGTON-OXFORD

ASSOCIATES LIMITED PARTNERSHIP (“Seller”), has sold the property located at 8200-
3227 Maple Leaf Court and 8200-8245 Beach Monarch Court, Springfield, Virginia to
[Purchaser Assignee: _______________________], [Assignee: a _______________________]
(“Purchaser”). In connection with such purchase and sale, Purchaser has elected to terminate
the Contract Accordingly, this letter shall serve as notice that the Contract is terminated as of
_______________, 2009 [OPTION: INSERT LATER DATE IF REQUIRED BY
TERMINATED CONTRACT: __________, 200__] (the “Termination Date”).
To the extent that the Contract requires payment of any penalty or premium as a result of
the termination of the Contract, Purchaser shall be solely responsible for the payment of any such
cancellation fees or penalties. Also, to the extent that the Termination Date is after the Closing
Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under the Contract as
of the Closing Date.
Any and all future notices and inquiries that you may have regarding the termination of
the Contract should be forwarded to Purchaser at the following address:
[Purchaser Assignee: _______________________]

2430 Estancia Boulevard, Suite 101
Attention: Property Manager
Notice of Sale to Service Contract Parties

Very truly yours,
SELLER:

By: ____________________________
Name:
Title:
-2-
PURCHASER:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
-3-
EXHIBIT G
[FORM TO BE PROVIDED BY VHDA AND REASONABLY APPROVED BY SELLER

AND PURCHASER, IF APPLICABLE PURSUANT TO THE TERMS OF THE CONTRACT]
Loan Assumption Agreement

EXHIBIT A
LEGAL DESCRIPTION FOR Westminster Oaks
follows:
-2-
Loan Assumption Agreement
EXHIBIT H
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF SECTION 8

HOUSING ASSISTANCE CONTRACT (herein called the “Agreement”) is made as of
_______________, 2009, by the UNITED STATES OF AMERICA, acting through the
VIRGINIA HOUSING DEVELOPMENT AUTHORITY (herein called “the Contract
Administrator”), NEWINGTON-OXFORD ASSOCIATES LIMITED PARTNERSHIP, a
Maryland limited partnership (herein called “the Seller”), and [PURCHASER ASSIGNEE:
_______________________], [Assignee: a _______________________] (herein called “the
Buyer”).
WHEREAS, the Contract Administrator and Seller, pursuant to Section 8 of the United
States Housing Act of 1937, 42 U.S.C. 1437(f), entered into a Section 8 Housing Assistance
Payments Contract (herein called the “HAP Contract”) identified as HAP Contract Number
[Section 8/HAP No.: __________________] for units in the Westminster Oaks (herein called
“the Property”), a copy of which is attached hereto as “Exhibit A”.
WHEREAS, the Seller, and the Buyer have entered into a Purchase and Sale Contract
(the “Sale Contract”), dated as of May ___, 2009, wherein the Seller agrees to sell the Property
and the Buyer agrees to purchase the Property, including, without limitation, the improvements
situated thereon, and has agreed to accept the assignment of and assume all obligations under the
HAP Contract;
WHEREAS, the Buyer has submitted to the Contract Administrator and the Secretary of
HUD (herein called "the Secretary") an Application and documents in support thereof (herein
collectively referred to as the "Application") requesting the Contract Administrator’s and the
Secretary's approval of the proposed assignment of the HAP Contract to the Buyer as set forth in
the aforesaid Sale Contract; and
WHEREAS, the Seller and the Buyer mutually desire to assign the HAP Contract; and it
is necessary to and the Contract Administrator and the Buyer mutually desire to amend the HAP
Contract to allow for physical inspections in accordance with 24 CFR Part 5, Subpart G and
require financial reporting in accordance with 24 CFR Part 5, Subpart H.
NOW, THEREFORE, in consideration of the foregoing, the sum of Ten Dollars

($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to comply with the requirements of the Secretary, the U.S. Housing
Act of 1937, and the regulations adopted pursuant thereto, the parties hereto agree as follows:
1. The Seller hereby irrevocably assigns the HAP Contract to the Buyer together
with all rights and obligations in and under said contract; provided, however, in no event shall
this assignment or assumption be effective unless and until the Buyer takes title to the Property.
2. Effective as of the date of this Agreement, the Buyer agrees to assume and to be
bound by said HAP Contract as modified herein, and is responsible for filing the Annual
HUD Assignment
Financial Statement (AFS) from the date of this Agreement through the end of the Buyer’s fiscal
year.
3. Effective as of the date of this Agreement, the Seller is released from any further
liability under the HAP Contract, excepting that the Seller shall remain responsible for filing the
AFS through the day before this Agreement if said HAP Contract includes an AFS filing
requirement.
4. Part II of the HAP Contract shall be amended as follows to include the following
provisions:
Physical Conditions Standards and Inspection Requirements. The Owner

shall comply with the Physical Condition Standards and Inspection Requirements
of 24 CFR Part 5, Subpart G, including any changes in the regulation and related
Directives. In addition, the Owner shall comply with HUD’s Physical Condition
Standards of Multifamily Properties of 24 CFR Part 200, Subpart P, including any
changes in the regulation and related Directives. This obligation shall apply both
during the current term of the HAP contract and during each successive renewal
term.
Financial Reporting Standards. The Owner shall comply with the Uniform
Financial Reporting Standards of 24 CFR Part 5, Subpart H, including any
changes in the regulation and related Directives. This obligation shall apply
during the current term of the HAP contract and for each successive renewal term.
5. This Agreement shall be construed under the laws of the Commonwealth of

Virginia and to the extent inconsistent with the laws of the Commonwealth of Virginia, the laws
of the United States of America. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
6. This Agreement may be executed in any number of counterparts, each of which

shall be considered an original for all purposes; provided, however, that all such counterparts
shall together constitute one and the same instrument.
7. The Contract Administrator and Secretary, by the signatures of their respective

authorized representatives below, consent to assignment made hereby. Said consent shall be
void ab initio if the Contract Administrator or the Secretary determine that Buyer, or any
principal or interested party of the Buyer, is debarred, suspended or subject to a limited denial of
participation under 24 CFR Part 24, or is listed on the U.S. General Services Administration list
of parties excluded from Federal procurement or nonprocurement programs.
NOTHING in this Agreement shall in any way impair the HAP Contract or alter, waive,
annul, vary or affect any provision, condition, covenant therein, except as herein, specifically
provided, or affect or impair any rights, powers, or remedies under the HAP Contract, it being
the intent of the parties hereto that the terms and conditions of the HAP Contract shall continue
in full force and effect except as amended hereby.
-2-
HUD Assignment
IN WITNESS WHEREOF, the Seller, the Buyer and the Contract Administrator have
caused this agreement to be executed.
SELLER:

By: ____________________________
Name:
Title:
-3-
HUD Assignment
BUYER:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
-4-
HUD Assignment
CONTRACT ADMINISTRATOR (HUD or

PHA)
Name of Contract Administrator (Print)
VIRGINIA HOUSING DEVELOPMENT

AUTHORITY
By: __________________________________
Signature of authorized representative
_____________________________________
Name and title (Print)
-5-
HUD Assignment
APPROVED BY:
SECRETARY:
SECRETARY OF HOUSING AND

URBAN DEVELOPMENT
_____________________________________
By: __________________________________
Signature of authorized representative
_____________________________________
Name and title (Print)
-6-
HUD Assignment
EXHIBIT I
TENANT NOTIFICATION
_______________, 2009
To Tenants of Westminster Oaks
Ladies and Gentlemen:
This is to advise you that, effective this date, Westminster Oaks has been sold to
[Purchaser Assignee: _______________________] (“Purchaser”).
Effective immediately, please make all rent checks payable to “[Purchaser Assignee:
_______________________]” and make all rental payments to _______________. Any security
deposit you made at the time of signing your lease has also been transferred to Purchaser, and
Purchaser is solely responsible for returning any security deposit to which you are entitled at the
termination of your lease.
Additionally, effective immediately, [Property Manager Company: _____________], is

no longer the manager of Westminster Oaks. The new manager of Westminster Oaks is
__________________________.
Please contact _________________ at _____________ if you have any questions

regarding this transfer.
Very truly yours,
PURCHASER:
_______________________], [Assignee: a
_______________________]
By:______________________________
Name: ________________________
Title: _________________________
Notice of Sale to Tenants

SELLER:

By: ____________________________
Name:
Title:
-2-
LEGAL02/31276559v2/s12 Notice of Sale to Tenants
Westminster Oaks, Springfield, VA, Property No. 039170
EXHIBIT J
LEAD-BASED PAINT DISCLOSURE
EVERY PURCHASER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY

ON WHICH A RESIDENTIAL DWELLING WAS BUILT PRIOR TO 1978 IS
NOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEAD FROM
LEAD-BASED PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OF
DEVELOPING LEAD POISONING. LEAD POISONING IN YOUNG CHILDREN
MAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDING
LEARNING DISABILITIES, REDUCED INTELLIGENCE QUOTIENT,
BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEAD POISONING
ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. THE SELLER OF
ANY INTEREST IN RESIDENTIAL REAL PROPERTY IS REQUIRED TO
PROVIDE THE PURCHASER WITH ANY INFORMATION ON LEAD-BASED
PAINT HAZARDS FROM RISK ASSESSMENTS OR INSPECTIONS IN THE
SELLER’S POSSESSION, IF ANY, AND NOTIFY THE PURCHASER OF ANY
KNOWN LEAD-BASED PAINT HAZARDS. A RISK ASSESSMENT OR
INSPECTION FOR POSSIBLE LEAD-BASED PAINT HAZARDS IS
RECOMMENDED PRIOR TO PURCHASE.
LEGAL02/31276559v2
SCHEDULE 1-A
LIST OF EXCLUDED PERMITS
NONE
-4-
LEGAL02/31276559v2
SCHEDULE 1-B
LIST OF EXCLUDED FIXTURES AND TANGIBLE PERSONAL PROPERTY
1. “Buyer’s Access” Computer Hardware and Software;
2. AIMCO Benchmark Series Books;
3. Connect: Remote Horizon Software;
4. All other software installed on any computers transferred as part of the sale;
provided, however, that if "RealPage" software is used at the Property for rent roll
purposes, in order for Purchaser to continue to use the software, Purchaser must
(1) notify RealPage by emailing them at: contracts@realpage.com, (2) purchase a
license, and (3) cause RealPage to advise Seller by email to
richard.briemann@aimco.com and Deanna.washington@aimco.com that
Purchaser has purchased a license. Otherwise, the realpage software shall be
removed upon Closing with all other excluded software; and
5. All of the items set forth in clauses (a) through (c) of the definition of “Fixtures
and Tangible Personal Property” set forth in the Contract.
-5-
LEGAL02/31276559v2
SCHEDULE 2.2.1
TITLE COMPANY WIRING INSTRUCTIONS
FIDELITY’S WIRING INSTRUCTIONS
Wire To: U.S. BANK

COMMERCIAL CUSTOMER
SERVICE
535 WESTMINSTER MALL
1 S T F L O O R WESTMINSTER, CA 92683
1-866-617-2611
ABA: 102000021
Account Number: 194313995376
Account Name: FIDELITY NATIONAL TITLE
NTS - DENVER, CO
CUSTODIAL ESCROW DEPOSIT ACCOUNT
Please include these references:
File Number: F222533
Branch: FN
Closer: Valena
Bloomquist
-6-
LEGAL02/31276559v2
SCHEDULE 3.5
LIST OF MATERIALS
IN ALL INSTANCES, THE FOLLOWING MATERIALS WILL BE DELIVERED OR

MADE AVAILABLE AT THE PROPERTY ONLY TO THE EXTENT THE SAME
EXIST AND ARE IN SELLER’S POSSESSION OR REASONABLE CONTROL.
ALL DELIVERIES ARE MADE SUBJECT TO THE PROVISIONS OF
SECTION 3.5.2 OF THE CONTRACT.
1. The Rent Roll, together with the form tenant lease currently in use at the Property,
copies of tenant leases and copies of tenant files. HUD 50059 forms for each
Tenant.
2. Copies of the most current real estate or personal property ad valorem tax
statements for the Property.
3. Copies of Property Contracts and Utility Contracts, if any.
4. Surveys, architectural, mechanical, electrical, plumbing, drainage, construction,

and similar plans, specifications and blueprints relating to the Improvements.
5. Any private or governmental acquisition and/or inspection report relating to the

Property or any of the Improvements or Fixtures and Tangible Personal Property
which is in Seller’s possession, but specifically excluding any physical needs
assessment reports relating to the Property.
6. Any environmental reports and any written notice of environmental violations

which Seller has received from any governmental entity.
7. The utility bills for the Property for the past six (6) calendar months.
8. Operating statements itemizing income and expense items for the Property for the
past two (2) full calendar years and year-to-date. Any HUD audits for the
Property for the past two (2) full calendar years in Seller’s possession.
9. Termite inspection reports, if any.
10. The Ground Lease.
11. As and to the extent available from the Lender, evidence of all current reserves,
impounds and other accounts described in Section 4.5.3.5 of the Contract.
12. The most recent report prepared by Seller in the ordinary course of Seller’s
business showing utility deposits held by utility companies as described in
Section 5.4.3 of the Contract.
-7-
LEGAL02/31276559v2
TAB L
(Plan of Development Certification Letter)

NA
TAB M
(Zoning Certification Letter)
TAB N
(Copies of 8609’s To Certify Developer Experience)

Baltic
169 Units

Hampton Ridge
110 Units

New York Avenue
150 Units

Pinewood Pointe
136 Units

Place One
114 Units

Timuquana
100 Units
TAB Q
(Documentation of Rental Assistance)
TAB R
(Documentation of Operating Budget)
D. Operating Expenses
Administrative:
1. Advertising/Marketing $500
2. Office Salaries $0
3. Office Supplies $1,500
4. Office/Model Apartment (type______) $0
5. Management Fee $25,000
3.64% of EGI 500 Per Unit
6. Manager Salaries $18,000
7. Staff Unit (s) (type______) $0
8. Legal $2,000
9. Auditing $7,500
10. Bookkeeping/Accounting Fees $0
11. Telephone & Answering Service $800
12. Tax Credit Monitoring Fee $1,250
13. Miscellaneous Administrative $0
Total Administrative $56,550
Utilities
14. Fuel Oil $2,800
15. Electricity $3,500
16. Water $9,000
17. Gas $0
18. Sewer $19,000
Total Utility $34,300
Operating:
19. Janitor/Cleaning Payroll $0
20. Janitor/Cleaning Supplies $0
21. Janitor/Cleaning Contract $0
22. Exterminating $2,400
23. Trash Removal $0
24. Security Payroll/Contract $0
25. Grounds Payroll $0
26. Grounds Supplies $0
27. Grounds Contract $6,000
28. Maintenance/Repairs Payroll $20,000
29. Repairs/Material $5,000
30. Repairs Contract $0
31. Elevator Maintenance/Contract $0
32. Heating/Cooling Repairs & Maintenance $0
33. Pool Maintenance/Contract/Staff $0
34. Snow Removal $0
35. Decorating/Payroll/Contract $0
36. Decorating Supplies $0
37. Miscellaneous $2,500
Operating & Maintenance Totals $35,900
Taxes & Insurance
38. Real Estate Taxes $59,350
39. Payroll Taxes $2,907
40. Miscellaneous Taxes/Licenses/Permits $35,000
41. Property & Liability Insurance $12,500
42. Fidelity Bond $0
43. Workman's Compensation $1,500
44. Health Insurance & Employee Benefits $4,000
45. Other Insurance $0
Total Taxes & Insurance $115,257
6544
Total Operating Expense $242,007
D1. Total Oper. Ex. Per Unit $4,840 D2. Total Oper. Ex. As % EGI (from E3) 35.25%
Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $15,000
Total Expenses $257,007
2009 Page 16
TAB S
(Documentation of Project Budget)
Renovation
Budget
Westminster Oaks - Renovation Analysis
# of units 50
# of Bldgs 8
# Acres 6.5 (+/-)
Hard Cost $$/Unit # Units # Bldgs Total Scope of Work
Site
Parking Lot 500.00 50 8 25,000.00 Fill potholes, pave, as needed, seal & stripe parking lot.
Site Improvements 500.00 50 8 25,000.00 Regrade areas with standing water; add drop inlets & French drains.
Landscaping 350.00 50 8 17,500.00 Add fill and topsoil, as needed; patch bare areas with sod; restore mulch areas.
Signage/Exterior Lighting 350.00 50 8 17,500.00 Add additional exterior bldg lights. Install brick entrance sign with lighting.
Other 500.00 50 8 25,000.00 Add new playground equipment. Create park areas
Total Exterior 2,200.00 50 8 110,000.00
Builldings & Units Avg/$$/Unit # Units # Bdgs Total
Roofing 1,600.00 50 8 80,000.00 Repair sheeting as needed, add new felt, replace roofing shingles with new 30 year variable width asphalt
Exterior Brickwork, Siding, Trim, Gutters 3,500.00 50 8 175,000.00 Brick veneer all exterior walls; replace trim, gutters, etc.
Windows/Patio Doors 3,200.00 50 8 160,000.00 Replace all windows & patio doors with Energy Saver windows & doors
Insulation/Weatherization 800.00 50 8 40,000.00 Repair insulation, as needed, weatherize areas currently exposed
Exterior Doors 800.00 50 8 40,000.00 Replace all unit entrance doors, with metal doors, double lock hardware
Kitchen Cabinets, Countertops, Sinks, Fixtures 3,000.00 50 8 150,000.00 Replace cabinets, countertops, sinks & faucets in all units, to VHDA specifications
Appliances 2,000.00 50 8 100,000.00 Replace range, refrigerator, disposal, washer, dryer; add diishwasher all Energy Star
Interior Doors & Trim 1,000.00 50 8 50,000.00 Repair or Replace, as needed
Interior Drywall & Painting 1,000.00 50 8 50,000.00 Repair & Paint as needed
Add Shower Stall to 3 BR units 4,010.00 20 8 80,200.00 Remodel 1/2 bath in 3 BR units, add Shower Stall
Bath Vanities, Countertops, Sinks, Toilets, Fixtures 1,000.00 50 8 50,000.00 Replace vanities, countertops, sinks, toilets & fixtures in all baths, all to VHDA specifications.
Tubs, Showers & Tile Surrounds 525.00 50 8 26,250.00 Repair or Repair, as needed
Electrical /Lighting 650.00 50 8 32,500.00 Repair Service, as needed; Replace fixtures all units, to VHDA specifcations
Plumbing-HW Heaters 820.00 50 8 41,000.00 Replace existing units with "Energy Smart" low flow, quick recovery 40 gallon units.
HVAC 3,500.00 50 8 175,000.00 Replace existing units with 14 SEER Heat Pump; clean & upgrade duct work
Flooring (Vinyl) 500.00 50 8 25,000.00 Replace as needed with Vinyl in kitchen, baths & utility areas
Carpet 1,500.00 50 8 75,000.00 Replace as needed in LR,Steps, Halls & BRs
Unit Clean Up 500.00 50 8 25,000.00 Clean up units after renovation complete
Office/Maintainance Bldg. (pro-rate/unit) 975.00 50 8 48,750.00 Renovate Ofiice, furnish; renovate Maintainance Area, furnish
General Construction (pro-rated/unit) 975.00 50 8 48,750.00 Demolition, Trash removal, general construction materials & labor
Average/ Unit - Interior 29,449.00 50 8 1,472,450.00
Subtotal 31,649.00 50 1,582,450.00

Gen. Requirements 4% 1,265.00 50 63,250.00 Completion Assurance Bond or LC; Bldg. Permits, Administrative support, misc.
Overhead 4% 1,265.00 50 63,250.00
Profit 6% 1,900.00 50 95,000.00
Total Const. Cost 36,079.00 50 1,803,950.00
Contingency 10% 3,608.00 50 180,400.00 funds will be used to cover any overages, any remaining will be used for additional upgrades.
Total Cost 39,687.00 50 1,984,350.00
RHA 3.22.05
TAB T
(Documentation of Financing Sources)
May 12, 2009
Mr. J. David Page

2430 Estancia Blvd
Suite 101
Clearwater, FL 33761
Re: Partnership: SP Springfield LP

Property Name: Westminster Oaks
City/State: Springfield, Virginia
Dear Mr. Page:
This letter will confirm our agreement (“Agreement”) whereby Raymond James Tax Credit
Funds, Inc. (“RJTCF”) shall attempt to effect a closing (“Closing”) of an investment by a Fund sponsored
by RJTCF (the “RJTCF Fund”) in the above named partnership (“Partnership”) on the assumptions,
terms, and conditions contained in this letter, or such other assumptions, terms and conditions as are
acceptable to you, RJTCF and the RJTCF Fund.
CURRENT ASSUMPTIONS:
I. DESCRIPTION OF THE PROJECT AND THE INVESTMENT.
A. Project:
1. Acquisition/Rehabilitation
2. Units: 50.
3. Estimated Construction Start Date: November 2009.
4. Estimated Construction Completion Date: July 2010.
5. Estimated 100% Occupancy Date: September 2010.
6. Set-aside Requirements: 30 units at 50% or less of median income and 20 units
at 60% or less of median income.
7. Rental Assistance:
a. Number Of Units: 50.
b. Term: Approximately three years remaining on 30 year HAP Contract.
c. Source: HUD Section 8.
8. Management:
a. Company: RPJ Housing Development Corporation of the National
Capital Area, Inc, or other VHDA approved entity, subject to RJTCF
approval.
b. Management Fee: $25,000 (estimated).
9. General Contractor: SP Mid-Atlantic Construction LLC.
B. Tax Credit Information:
1. Reserved or Allocated Credits: $421,669.

2. Assumed Partnership Annual Credits: $421,669.
3. The RJTCF Fund’s Share of Partnership Annual Credits: 99.99%
4. Assumed the RJTCF Fund ‘s Annual Credits: $253,001.
5. Applicable Fraction: 100%.
6. Applicable Percentage: 3.28% (floating) and 9.00%.
7. First Credit Year: 2010.
The RJTCF Fund will purchase 99.99% of 60% of the Reserved or Allocated Credits.
The remaining 40% of the Reserved or Allocated Credits will be exchanged through
VHDA and will provide 40% of the Estimated Total Capital described in Section C
below.
C. Equity Investment:
1. Estimated $0.75 per dollar of the RJTCF Fund’s Credits (“Credit Price”), subject
to market conditions and availability of funds.
2. Estimated $0.85 per dollar of the Reserved or Allocated Credits exchanged

through VHDA.
3. The Estimated Total Capital: $3,330,848 (of which the RJTCF Fund will
contribute $1,897,320).
Note that the RJTCF Fund’s estimated actual contributions are based on actual
credits delivered. If actual RJTCF Fund Credits are less than the assumed
amount, estimated capital contributions will be reduced by the shortfall times the
Credit Price. If actual The RJTCF Fund Credits are greater than the assumed
amount (“Excess Credits”), then the RJTCF Fund estimated Capital
Contributions will be increased by an amount equal to the Excess Credits times
the Credit Price up to 110% of the Estimated Total Capital, unless such increase
is attributable to an additional reservation of Credits. The RJTCF Fund will
specify under which terms it will purchase any Excess Credits attributable to an
additional reservation of Credits, and/or those that would otherwise cause capital
contributions to exceed 110% of the Estimated Total Capital. The General
Partners can accept or reject those terms. Any Excess Credits that the RJTCF
Fund is unwilling to buy or that the General Partners are unwilling to sell at the
price specified by the RJTCF Fund shall be allocated to the General Partners.
4. Installment Payment of Estimated Capital Contributions:

a. $330,848 (10%) ($189,732 from the RJTCF Fund) at Closing of which
$35,000 shall be paid to RJTCF as reimbursement of expenses incurred
in connection with due diligence
b. $1,852,749 (56%) ($1,062,499 from the RJTCF Fund) during
Construction pursuant to draws requested by the General Partner pro rata
with other construction funding
c. $694,781 (21%) ($398,437 from the RJTCF Fund) at Construction
Completion
d. $430,102 (13%) ($246,652 from the RJTCF Fund) at Stabilized
Operations (“Stabilization Capital Contribution”)
All payments will be subject to various deliveries required by the RJTCF Fund as
described in the definitive documents, including without limitation, updates of
representations and warranties previously given to the RJTCF Fund.
5. Timing Adjusters:
The capital contribution of the RJTCF Fund shall be reduced by 70% of the
shortfall between the Credits actually delivered and the Credits assumed to be
2
delivered in 2010 and 2011. Currently, it is assumed that the Partnership will
deliver $272,185 of Credits in 2010 and $421,669 of Credits in 2011. The capital
contribution of the RJTCF Fund shall be adjusted if and to the extent that the
RJTCF Fund is admitted after Credits have begun to run by an amount equal to
the credits not received by the RJTCF Fund times the credit price.
D. Allocation of Distributions:
1. Asset Management Fee: The RJTCF Fund shall receive an annual asset
management fee of $15,000, increasing at 4% per year prior to any cash
distributions. The Asset Management Fee shall begin once the Project has been
placed in service and shall be prorated for the year that the Project is placed in
service. The fee shall be cumulative to the extent unpaid in any year and shall be
payable from sale proceeds of the property to the extent not previously paid. The
fee must be paid in order for the Partnership to remain Current; thus, if cash flow
is not sufficient to pay the fee, it shall be paid from available reserves or from
loans made by the Guarantors under the Operating Deficit Guaranty.
2. Cash From Operations: Cash available to be distributed after paying Partnership

expenses, funding the Replacement Reserve, and maintaining working capital
reserves. Cash From Operations shall be allocated in the following order:
a. To the RJTCF Fund until reimbursed under Tax Credit Guaranty;

b. To the Developer to pay any unpaid Deferred Development Fee;
c. To the Guarantors to repay any loans due under the Operating Deficit
Guaranty;
d. 89.99% to the General Partners as an incentive management fee;
e. The balance 0.01% to the General Partners, and 99.99% to the RJTCF
Fund.
In all events, the RJTCF Fund must receive at least 10% of the amount available
for distributions to partners and payment of incentive management fees to the
General Partners.
3. Cash From Sale or Refinancing: Proceeds available after paying all debts and
liabilities and establishing any required reserves shall be allocated in accordance
with capital accounts, in the following order:
a. To the RJTCF Fund until reimbursed under Tax Credit Guaranty, to the
extent not reimbursed from Cash From Operations;
b. To pay any accrued but unpaid Asset Management Fee;
c. To the Guarantors to repay any loans due under the Operating Deficit
Guaranty;
d. To the Developer to pay any unpaid Deferred Development Fee;
e. The balance, 90% to the General Partners and 10% to the RJTCF Fund
The distribution of Cash From Sale or Refinancing shall be subject to the requirement of
the Internal Revenue Code that liquidating distributions be made in accordance with
capital accounts.
3
E. Allocations of Profits and Losses:
1. Operating Profits and Losses: 99.99% RJTCF Fund; 0.01% General Partner.
2. Credits and Depreciation: 99.99% RJTCF Fund; 0.01% General Partner.
3. Gain or Loss on Sale: So as to bring the capital accounts into the ratios that will
allow Proceeds of Sale to be distributed 90% to the General Partners and 10% to
the RJTCF Fund, to the extent possible given the requirements of the Internal
Revenue Code and the Treasury Regulations.
4. Operating Losses Prior to Credit Delivery: At the discretion of the RJTCF Fund,
Operating Losses attributable to the period prior to the start of Credit delivery
may be specially allocated to the General Partners.
F. Developer and Development Fee:
1. Developer: Southport Financial Services, Inc., or an affiliate thereof

2. Estimated Development Fee: $1,025,000.
3. Timing of Development Fee payments to be negotiated prior to closing.
If necessary, part of the development fee, not to exceed $500,000, will be

deferred beyond the date of the RJTCF Fund’s final capital contribution
installment, without interest, and shall be paid in accordance with the terms of
allocations of Cash From Operations and Cash from Sale or Refinancing or, if
not paid within 10 years after placed-in-service date, from General Partners’
capital as described below. It is currently estimated that there will be a deferred
development fee in the amount of $384,243.
G. Reserves:
1. Replacement Reserve: $15,000 per year beginning at the earlier of six months
after completion of construction or the first month of Stabilized Operations. In
the aggregate, no more than $10,000 will be withdrawn from the Replacement
Reserve in any calendar year without the approval of the RJTCF Fund.
2. Operating Reserve: $348,000 to be funded at the time of the Stabilization Capital
Contribution. The Operating Reserve shall be used to fund operating deficits
that occur after the Stabilization Capital Contribution and shall not be used to
reimburse the General Partners or Guarantors for amounts expended prior to such
contribution, including without limitation for cost overruns or operating deficits.
Amounts held in the Operating Reserve shall not be released (other than to fund
operating deficits) and will not become Cash From Operations without the
written consent of the RJTCF Fund. The RJTCF Fund must be notified if
aggregate draws of more than $10,000 are made from the Operating Reserve in
any year.
H. Obligations of General Partners:
1. General Partners: SP Springfield GP, Inc..

2. General Partners’ Capital: $0 (estimate).
3. The General Partners agree that to the extent any deferred development fee has
not been repaid from cash flow at the end of ten years from the date the property
4
is placed in service, they will contribute sufficient capital so that the partnership
can pay any amount of the deferred fee outstanding at that time.
I. Obligations of the Guarantors:
1. Guarantors: To be determined.
2. Guaranties:
a. Completion Guaranty – The Guarantors will guarantee lien-free
completion of the Property and will pay any of the below costs that are in
excess of the allowed sources of funds (including any allowed deferred
development fee). Such costs include costs to:
(1) acquire the Property and complete construction substantially in

accordance with plans and specifications and free from any
defects;
(2) pay all acquisition and construction costs, including any
construction period interest, costs, fees, and reserves; and
(3) pay all operating expenses, debt service and capital maintenance
items that exceed rental and other income through the date the
RJTCF Fund makes its final capital contribution.
Any excess costs will not be considered loans or capital contributions.

Guarantors will also advance funds as needed during construction if
proceeds of financing and/or capital contributions are not yet available to
pay such costs. Such advances will be repaid, without interest, once such
sources of funds become available.
In the event that certain events occur, the RJTCF Fund shall have the
right to require the Guarantors to repurchase the RJTCF Fund's interest
for a price that returns its investment to date plus interest. Examples of
such events include failure to complete construction by an agreed-upon
drop dead date, failure to replace withdrawn commitments for permanent
financing or rental assistance, failure to qualify for at least seventy (70%)
of the expected Credits, failure to achieve Stabilized Operations within a
specified period, etc.
b. Tax Credit Guaranty – Guaranty that expected Credits will be available

to the RJTCF Fund and Credits taken will not be recaptured. If the
actual annual Credits available to the RJTCF Fund in any year are lower
than the Credits expected, the Guarantors shall reimburse the RJTCF
Fund for the shortfall on a dollar for dollar basis. If it is determined that
the shortfall in Credits will apply to future years as well, Guarantors will
refund the purchase price of those future credits. If the RJTCF Fund is
subject to recapture (including disallowance of credits) of previously
claimed credits, the Guarantors shall reimburse the RJTCF Fund for its
recapture amount.
This guaranty shall apply to a period that ends at the end of the LIHTC
compliance period.
The maximum obligations of the Guarantors will not exceed the RJTCF
5
Fund's expected Total Payments. The Guarantors will not be obligated if
the reduction in the amount of Credits or recapture is a result of a change
in the tax law or the disposition by the RJTCF Fund of its interest.
To the extent that payments under the Tax Credit Guaranty are not made
or are insufficient to compensate the RJTCF Fund for amounts due the
RJTCF Fund as a result of reduced or recaptured Credits, the amounts,
plus interest, will be paid as a priority from all available cash, including
Cash From Operations or Sale Proceeds.
c. Operating Deficit Guaranty – Guaranty that the Partnership will have

sufficient funds to remain current in its obligations during a specified
period and that Guarantors will make subordinated, interest-free loans to
the Partnership to the extent necessary to meet obligations, including
Asset Management Fee, debt service and the funding of reserves, for the
period beginning with the Stabilization Capital Contribution and ending
on the December 31st which (i) is at least five years following the
Stabilization Capital Contribution and on which each of the following is
true:
(1) The guarantors have not been required to make any payments or
loans to the Partnership under the Operating Deficit Guaranty.
(2) The Partnership is current with regards to all liabilities.
(3) The Partnership's Replacement Reserve account balance is an
amount equal to 80% of the Annual Replacement Reserve times
the length of time since completion of construction or
rehabilitation.
(4) The Guarantors have not been obligated to make any payments
under the Tax Credit Guaranty.
Guarantors shall also be responsible throughout the entire Compliance

Period for deficits attributable to the failure to obtain or the loss of any
property tax abatement expected to be received by the Project.
Operating deficit loans shall not bear interest and shall be payable on a
subordinated basis from available cash, including Cash from Operations
and Sale Proceeds.
The maximum obligations of the Guarantors under this Operating Deficit

Guaranty will not exceed $315,000 (approximately six months’ operating
expenses, debt service and replacement reserves).
J. Total Depreciable Basis: $7,890,320 (of which 60% will be allocated to the RJTCF
Fund).
1. $7,042,111 (89.25%) - 27.5 year depreciable property

2. $315,613 (4.00%) - 15 year depreciable property
3. $532,597 (6.75%) - 5 year depreciable property
K. Financing:
6
1. Construction Financing – To be determined
2. Permanent Financing - First Mortgage

a. Not to Exceed Amount: $3,200,000.
b. Lender: VHDA (Restructured Assumption Loan).
c. Funds at closing.
d. Non recourse.
e. Not tax-exempt bond financed.
f. Term (years): 35.
g. Amortization period (years): 35.
h. Interest rate: 8.00%.
i. Fixed.
ii. Annual payment: Not to exceed $272,740.
i. Prepayment provisions: To be determined.
j. Other provisions: To be determined.
3. Permanent Financing - Second Mortgage

a. Not to Exceed Amount: $1,500,000.
b. Lender: VHDA (SPARC Funds).
c. Funds at closing.
d. Recourse or Non recourse: Non recourse.
e. Not tax-exempt bond financed.
f. Term (years): 35.
g. Amortization period (years): 35.
h. Interest rate: 5.95%.
i. Fixed.
ii. Annual payment: Not to exceed $102,030
i. Prepayment provisions: To be determined.
j. Other provisions: To be determined.
L. Additional Financing.
1. Reserves Transferred - $500,000
M. Intentionally Deleted
N. Definitive Documents
All of the terms and conditions of the investment shall be set forth in definitive documents to be
negotiated by the parties including but not limited to an Amended and Restated Agreement of Limited
Partnership and a Subscription Agreement, together with certain closing exhibits (including various
Guaranty Agreements). Such documents shall be consistent with the terms and conditions set forth in this
letter with such changes as the parties may agree are appropriate. Once executed, the definitive
documents shall supersede this letter, which shall be of no further force or effect. RJTCF will begin
preparation of the definitive documents upon the completion of our due diligence to our satisfaction, as
determined in our sole discretion.
II. INTENTIONALLY DELETED
7
III. THE RJTCF FUND EXIT RIGHTS
The RJTCF Fund shall have the right to require the General Partners to acquire its interest after
the end of the compliance period for a price equal to the amount the RJTCF Fund would receive if the
Partnership sold the Project at fair market value, paid its debts and distributed the remaining assets in
accordance with the provisions relating to distribution of sales proceeds. If the General Partners fail to
acquire the RJTCF Fund’s interest, then the RJTCF Fund shall have the right, without the concurrence of
the General Partners, to order a sale of the Project.
IV. OTHER ASSUMPTIONS TO CLOSING
1. Prior to Closing, there shall have been no changes in tax laws or Treasury
pronouncements, or changes in interpretations of existing tax issues that would materially
and adversely affect this investment.
2. In the event an investment in the Partnership requires HUD Previous Participation
Certification (HUD Form 2530), the ability of the RJTCF Fund and its investor members
to request and obtain HUD 2530 approval in accordance with the electronic filing
requirements promulgated by HUD.
3. RJTCF and the RJTCF Fund's review and approval in its sole discretion of all due
diligence materials, including the construction and permanent loan commitments,
proposed extended use agreement, real estate, plans and specifications, market study
(including any additional market studies determined by the RJTCF Fund and the fund to
be necessary - at RJTCF expense), basis for the Credits, operating budgets, construction
and lease-up budgets, current financial statements of the General Partners, other
guarantors and their affiliates, verification of background information to be provided by
the General Partners and their affiliates, and references to be provided by the General
Partners.
4. Satisfactory inspection of the property by RJTCF and the RJTCF Fund investors.
5. Approval by the Investment Committee of RJTCF and the RJTCF Fund investors of the
terms and conditions of the investment in their sole discretion based on then current
market conditions.
6. Availability of investment funds.
7. The negotiation of definitive documents as described herein (and this Agreement shall
terminate if all such documents are not executed and delivered by the Closing date).
V. TERM
The initial term of this Agreement shall be for a period of seven months from the date of
this letter, with a closing (Closing Date) no later than November 30, 2009, providing that either party may
terminate this Agreement by giving the other party at least 30 days written notice and both parties can
agree in writing to an extension. If due diligence activities and negotiation of definitive documents
continue beyond termination of this Agreement, the parties shall not be bound hereunder, but only to the
extent provided in definitive documents or other written agreements that are actually executed and
delivered.
VI. EXCLUSIVITY
You acknowledge that RJTCF Fund will expend significant effort and expense, and may forego
other investment opportunities, in connection with its best efforts to effect a Closing. You agree that you
will not solicit or entertain any offers by other parties to acquire an equity interest in the Partnership
8
TAB V
(Nonprofit or LHA Purchase Option or Right of First Refusal)

NA
TAB W
(Original Attorney’s Opinion)
TAB Y
(Marketing Plan for units meeting accessibility
requirements of HUD section 504)
Tab Y
Marketing Plan for Accessible Units
MARKETING PLAN FOR UNITS MEETING ACCESSIBILITY

REQUIREMENTS OF HUD SECTION 504
Westminister Oaks will create a brochure and an electronic apartment listing that include
a list of the basic accessibility features of the units that meet the accessibility
requirements of HUD Section 504 regulations (“504 units”). This brochure and listing
will be available in alternative formats upon request, including large print, computer
diskette, and audiotape. Once all accessibility renovations are completed, the brochure
and listing will be distributed via mail and email to:
1. Access Virginia (Statewide accessible housing registry)

http://www.accessva.org
2. Endependence Center of Northern Virginia (the local independent living center)

2300 Clarendon Blvd Suite 305
Arlington, VA 22201
(703) 525-3268 V
(703) 525-3553 TTY
(703) 525-3585 FAX
3. Coalition for Housing Opportunities In the Community for Everyone

(703) 851-5257 V
choicenova@comcast.net
4. Disabled Action Committee

dac4va@aol.com
5. Fairfax Area Disability Services Board

12011 Government Center Parkway Suite 708
Fairfax, VA 22035
(703) 324-5421 V
(703) 449-1186 TTY
(703) 449-8689 FAX
6. Fairfax-Falls Church Community Services Board

12011 Government Center Parkway
Fairfax, VA 22035
(703) 324-7000 V
(703) 802-3015 TTY
(703) 324-7092 FAX
7. The Arc of Northern Virginia

98 North Washington Street
Tab Y
Falls Church, VA 22046

(703) 532-3214 V
(703) 532 -3398 FAX
8. Easter Seals of Northern Virginia

The Walter Reed Community Center
2909 16th Street
Arlington, VA 22204
703-228-0964 V
703-228-0946 FAX
9. United Cerebral Palsy of Washington, DC & Northern Virginia

1818 New York Avenue, NE, #101
Washington, DC 20002
202-526-0146
202-529-5205 FAX
10. Spina Bifida Association of the National Capital Area

P.O. Box 523415
Springfield, VA 22152-5415
(703) 455-4900 V
11. HOPWA Waiting List Contact:

Michelle Simmons
Northern Virginia Regional Commission
3060 Williams Drive, Suite 510
Fairfax VA 22031
(703) 642-0700
(703) 642-5077
12. Northern Virginia AIDS Ministry

803 W. Broad Street, Suite 700
Phone (703) 533-5505
Fax (703) 533-5506
13. Northern Virginia HIV Resources Project

3060 Williams Drive, Suite 510
Fairfax VA 22031
(703) 642-4627
14. SERAS (Hispanic AIDS Organization)

929 Broad St. Route 7, Suite 203
Phone (703) 533-9881
Fax (703) 533-9882
Tab Y
serasva@hotmail.com
15. Wholistic Agape Family Ministries

2423 Mount Vernon Ave
Alexandria, VA 22301
(703) 519-9129
After an additional week, if an eligible applicant does not emerge, the property manager
will expand outreach efforts to broader governmental organizations and local
rehabilitation hospitals, including:
Fairfax County Department of Family Services

Adult and Aging Services
12011 Government Center Parkway Suite
Fairfax, VA 22035
(703) 324-7500 V
(703) 449-1156 TTY
Social Security Administration

6295 Edsall Road
Alexandria, VA 22312
(703) 274-0145 V
Virginia Department of Rehabilitative Services

11150 Fairfax Blvd # 300
Fairfax, VA 22030
(703) 934-7400 11150 Fairfax Blvd # 300
Fairfax, VA 22030
(703) 359-1124 V
(703) 277-3500 FAX
Virginia Department of the Blind and Visually Impaired

Fairfax Regional Office
(703) 359-1100 V
Virginia Department of the Deaf and Hard of Hearing

Suite 203
1602 Rolling Hills Drive
Richmond, VA 23229-5012
1-800-552-7917 (Voice / TTY)
frontdsk@vddhh.virginia.gov
INOVA Mount Vernon Rehabilitation Center

2501 Parkers Ln, Alexandria
(703) 664-7190 V
Tab Y
Woodrow Wilson Rehabilitation Center

Department Name, Box W
P O Box 1500
Fishersville, VA 22939-1500
(540) 332-7000 V
(540) 332-7132 FAX
The property manager will be trained to use the Virginia Relay Service (dial 711 or 1-
800-828-1140 V), to promote effective communication with prospective applicants with
hearing or communication impairments. Likewise, the property manager will offer
reasonable accommodations to prospective applicants during the application process,
including but not limited to:
• reading the rental application to someone with a vision impairment or

learning disability
• assisting a person with a cognitive disability in filling out an application
• mailing an application to someone who does not have accessible
transportation
• conducting a home visit if necessary (e.g., for individuals currently in nursing
homes)
The accessible units will be held vacant until eligible applicants are found who require
some or all of the units’ accessibility features and the applicants sign a lease.
VHDA Locality Notification Information Form
Westminster Oaks / Springfield
Locality Notification Information Form
PART I - INSTRUCTIONS:
Section 42 (m)(1)(A)(ii) of the Internal Revenue Code requires allocating agencies to notify "the Chief Executive
Officer (CEO) or equivalent of the local jurisdiction within which the building is located and provide such
individual a reasonable opportunity to comment on the development." VHDA uses information you provide in this
form to comply with this requirement. If your development overlaps two or more jurisdictions, you are required to
submit this form for each.
New in 2009!
In addition to contacting the Locality CEO, VHDA will also be contacting the Mayor or Chairman of the Board of
Supervisors. It is probable that each position will have a separate mailing address.
Although VHDA prepares the documents sent to each locality, we rely on you, the developer/Applicant, to
provide us with key information, including the name of the locality having jurisdiction over the development,
names, addresses and salutations, as well as a summary of basic development information.
If you already have a local support letter, you can include it with the application at TAB I. However, you must still
complete this form and submit it to VHDA or the application for this development will be penalized 50 points!
For information about additional points associated with receiving a Support Letter from the local jurisdiction,
please refer to the Application Manual.
Developers seeking tax-exempt bond 4% credits or Non-Competitive 9% credits, should submit this form at least 30
days prior to submission of the tax credit application.
50-Point Penalty:
Failure to complete and submit this form prior to 5:00 p.m. EST time on March 25, 2009 will result in a 50-point
penalty (-50 points) for any application submitted in connection with the 2009 competitive tax credits.
Delivery of Electronic Copy of this form to VHDA:

via e-mail to TaxCreditApps@VHDA.com. E-mail only one form at a time!
If you use this e-mail option, you will receive an auto reply message confirming "message received." The system
DOES NOT confirm that an attachment has been received.
via regular mail (on CD) to:
VHDA
Tax Credit Allocation Department
c/o Debbie Griner
601 S. Belvidere Street
Richmond, VA 23220-6500
VHDA Contact Information:

Call Debbie Griner at 804-343-5518 if you have questions about completing this form.

PART II - CEO & JURISDICTION INFORMATION

Please read INSTRUCTIONS above carefully before completing the following sections.
A. Chief Executive Officer (CEO) Information
Name of CEO:
Anthony H. Griffin
First Name Middle Initial Last Name
This is the full name of the City Manager, Town Manager, County Administrator, Chief Administrative
Officer, Executive Officer, etc.
Job Title: County Executive

e.g. "City Manager", "Town Manager", "County Administrator", "Executive Officer", "Chief
Administrative Officer", etc.
Local Jurisdiction: County of Fairfax
e.g. "City of…", "Town of…" or "[ ] County"
Mailing Address/P.O. Box: Government Center 12000 Government Center Parkway,
This is the mailing address of the CEO and may not always be the same as the physical address of
the courthouse, town hall, municipal building, city hall, etc. Please double check the address before
entering.
Suite/Room # (if applicable): 552
City: Fairfax
State: VA
Zip: 22035
This zip code must correspond to the P.O. Box or street address that you are using. Note: Zip codes for
P.O. boxes are usually different from the zip codes for the street addresses.
Salutation: Mr.
e.g. "The Honorable", "Mr.", "Mrs.", "Ms.", "Rev.", etc.
B. Mayor or Chairman of the Board of Supervisors Information
Name:
Sharon Bulova
First Name Middle Initial Last Name
Job Title: Chairman, Board of Supervisors

"Mayor" or "Chairman of the Board of Supervisors"
Local Jurisdiction: County of Fairfax
Mailing Address/P.O. Box: Government Center 12000 Government Center Parkway,
This is the street address for the Admnistrator. May be different from CEO address. Please double
check the address before entering.
Suite/Room # (if applicable): 530

City: Fairfax
State: VA
Zip: 22035
Be sure the zip code you pick up corresponds to the P.O. Box or street address that you are using.
Note: Zip codes for P.O. boxes are usually different from the zip codes for the street addresses.
Salutation: Chairwoman
e.g. "The Honorable", "Mr.", "Mrs.", "Ms.", "Rev.", etc.

C. Jurisdiction Detail
Circuit Court Clerk's office in which the deed to the property is or will be recorded: County of Fairfax
City/County of
Does the site overlap one or more jurisdictional boundaries? Yes No If yes, add the names of
the other jurisdiction(s) here:
City/County of City/County of
Development is located in a Metropolitan Statistical Area (MSA)? Yes No
Development's Census Tract: 51059492400
Census Tract Number
Is this a Qualified Census Tract? Yes No
Is the development located in a Difficult Development Area? Yes No
Is the development located in a revitalization area? Yes No
Congressional District 11 http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf

Planning District 8 http://www.vapdc.org/aboutpdcs.htm#PDC%20Map
State Senate District 36 http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdf
State House District 42 http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf
Local Planning/Zoning Contact Info:
Best Person to Contact: James P. Zook

This is the person with whom you've previously spoken about the development and whom can answer
anticipated questions from the CEO.
Job Title: Director of Planning & Zoning

e.g., "Director of Planning", "Planning Administrator", "Zoning Administrator", etc.
Contact Phone: (703) 222-1082
PART III - DEVELOPMENT INFORMATION

Proposed Development Name: Westminster Oaks
This is the marketing name of your development
Proposed Development Address: 8227 Maple Leaf Court Springfield VA 22153
Street Address City State Zip
VHDA Tax Credit Pool: Northern VA MSA
In the space below, give a brief description of the proposed development.

Install new roofing, siding, windows, exterior doors; install new HVAC units, new HWHs, renovate kitchens, baths, install new appliances,
including dishwashers; renovate maintainace bldg.
Development Type: (Family or Elderly) Family

Describe Architectural Style: Traditional Townhouses, One & Two Story
Describe Exterior Finish: Brick veneer & cedar siding
Describe Community Facilities: None, Maintainance Bldg.
1. Units:
Number of low-income units 50 # bedrooms 120
% Low-Income Units 100%
Number of new units 0 # bedrooms 0
Number of adaptive reuse units 0 # bedrooms 0
Number of rehabilitation units 50 # bedrooms 120
Total number of all units 50 Total # bedrooms 120
2. Floor Area:
Gross Residential Floor Area 46,500
Commercial Floor Area 0
Low-Income Floor Area 46,500
% Low-Income Unit Floor Area 100%
3. Number/Age of Buildings
Number of Buildings 8
Age of Building(s) 26 Number of stories: One & Two
4. Structural Features (check all that apply):

Row House/Townhouse Garden Apartments Slab on Grade
Detached Single-family Detached Two-family Basement
Elevator Crawl Space
5. Building Systems:
Describe Heating/AC System: Forced Air Electric Heating & Air Conditioning

PART IV - OWNER & SELLER INFORMATION
A. Owner Information
Owner Name: SP Springfield LP Phone: 202-723-4351
Best Person to Contact: Roberta Ujakovich
Street Address: 2430 Estancia Boulevard, Suite 101
City, State & Zip: Clearwater FL 33761
City State Zip
Type of entity: Limited Partnership Other:

Individual(s) Corporation
List of Principals. Use the following as a guide to listing principals.
1. If Partnership (owner or otherwise) - all GPs, regardless of % interest in GP

2. If an LLC - all members regardless of % interest
3. If a Corporation (public or private), Organization or Governmental Entity - officers who are directly responsible to the Board of
Directors (or equivalent) and any stockholder having a 25% or more interest
4. If a Trust - all persons having a 25% or more beneficial ownership interest in the assets of the trust
5. If an Individual (owner or otherwise) - anyone having a 25% or more ownership interest of the named individual
6. If Any Person that Directly or Indirectly Controls or Has the Power to Control a Principal
Names Phone Type of Ownership % Ownership
SP Springfield GP Inc. 727-669-3660 General Partner .01%
J. David Page 727-669-3660 Limited Partner until 99.99%
investor partner enters
B. Seller Information:
Seller Name: Newington-Oxford Associates, c/o AIMCO Attn: John Majeski
Seller Phone: 703-243-9194
Street Address: 23OO Clarendon Blvd. - Suite 200
City, State & Zip: Arlington VA 22201
City State Zip
Is there an identity of interest between the seller and owner/applicant? Yes No If yes, complete
the following:
Nature of Identity of Interest (1):

e.g. general partner, managing member, controlling shareholder, etc.
Name
Street Address
City, State & Zip:
City State Zip
Nature of Identity of Interest (2):

e.g. general partner, managing member, controlling shareholder, etc.
Name
Street Address
City, State & Zip:
City State Zip

West Minster Oaks - 2009 VA

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2009 Federal Low Income Housing

Tax Credit Program

Application For Reservation

Deadline for Submission

Tax Exempt Bonds

Virginia Housing Development Authority

Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

2009 Submission Checklist

VHDA TRACKING NUMBER 2009-Z-139

A. Development Name and Location:

14. Location Map Attached (TAB A)

2. Credits requested from:

Tax Exempt Bonds

This development will receive federal subsidies for:

D. Type(s) of Allocation/Allocation Year

E. Acquisition Credit Information

Ten-Year Rule For Acquisition Credits

F. Rehabilitation Credit Information

Minimum Expenditure Requirements

II. OWNERSHIP INFORMATION

Must be an individual or legally formed entity

Federal I. D. No. 26-4756821 (If not available, obtain prior to Allocation)

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

C. Development Team Information:

1. Tax Attorney: David O. Cantu Related Entity? Yes No

2. Tax Accountant: Michael Favors Related Entity? Yes No

3. Consultant: Related Entity? Yes No

4. Management Entity (Contact): Terry Newton Related Entity? Yes No

5. Contractor (Contact): Richard Armstrong Related Entity? Yes No

6. Architect: James Snowa, Mitchell Ayers Related Entity? Yes No

7. Real Estate Attorney: David O. Cantu Related Entity? Yes No

8. Mortgage Banker: Charles Wilson Related Entity? Yes No

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

1. Nonprofit Involvement (All Applicants)

4. Identity of Nonprofit (All nonprofit applicants)

(Contact Person) (Street Address)

(City) (State) (Zip code)

5. Percentage of Nonprofit Ownership (All nonprofit applicants)

III. DEVELOPMENT INFORMATION

A. Structure and Units:

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

Row House/Townhouse Detached Single-family

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

8. Number of Buildings (containing rental units) 8

9. Commercial Area Intended Use: None

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

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

Exterior Finish: Brick

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

project upon completion of construction/rehabilitation:

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

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

Earthcraft or LEED Development Certification

LEED Accredited Design Team Member

Universal Design - Units Meeting Universal Design Standards

VHDA Certified Property Management Agent

IV. TENANT INFORMATION

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

Units Provided Per Household Type:

B. Special Housing Needs/Leasing Preference:

5. If leasing preference will be given to individuals and families with children.

V. LOCAL NEEDS AND SUPPORT

If the property overlaps another jurisdiction please fill in the following: