2013 Multifamily Uniform Application – December 28 (XLS)

TEXAS DEPARTMENT OF HOUSING 8: COMMUNITY AFFAIRS

Building Ho1nes. Strengthening Conununities.

2013 Multifamily Housing Application Certification

Mailing Address: P.O. Box 13941, Austin, TX 78711-3941

Physical Address: 221 East 11th Street, Austin, TX 78701

Development Name: Delta Estates Apartments

----------------------------~------------------------The undersigned hereby makes an Application to Texas Department of Housing and Community Affairs. The Applicant

affirms that they have read and understand the Uniform Multifamily Rules (Title 10, Texas Administrative Code, Chapter

10) and Qualified Allocation Plan (Title 10, Texas Administrative Code, Chapter 11). Specifically, the undersigned

understands the requirements under 10 TAC §10.101 of the Uniform Multifamily Rules, Site and Development

Requirements and Restrictions, as well as Internal Revenue Code Section 42. By signing this document, Applicant is

affirming that all statements and representations made in this certification and application, including all supporting

materials, are true and correct under penalty of law, including Chapter 37 of the Texas Penal Code titled Perjury and

Other Falsification and subject to criminal penalties as defined by the State of Texas.

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

Delta Apartments Housing, LP

Applicant Name

By: ~~ ¢:=--=: Signature of Authorized Representative

Beatriz Farias

Printed Name

J b Title I bl-9 ~~

State of Texas

County of

Date

Sworn to and subscribed before me on the .=~;.....r.q_dayof \I(!}1 Ud.rl1 , ..tl)/!;J Beatriz Farias •

1 ~ --:J

(Perso_n_a_l-iz_e_d_S_e_a-1)------------------- ~Ok t. h/J (J ~ by

Notary Public ~ure ---r-ex as

Date

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

Certification of Development Owner

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

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

Development Owner Certification


All defined terms used in this certification and not specifically defined herein have the

meanings ascribed to them in Chapter 2306 of the Texas Government Code, §42 of the Internal

Revenue Code, and §10.3 of the Uniform Multifamily Rules.

The undersigned, in each and all of the following capacities in which it may serve or exist-

Applicant, Development Owner, Developer, Guarantor of any obligation of the Applicant,

and/or Principal of the Applicant and hereafter referred to as "Applicant" or "Development

Owner," whether serving in one or more such capacities, is hereby submitting its Application to

the Department for consideration of Department funding.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Department

and to the State of Texas that:

The Development will adhere to the Texas Property Code relating to security devices and other

applicable requirements for residential tenancies, and will adhere to local building codes or, if

no local building codes are in place, then to the most recent version of the International

Building Code.

This Application and all materials submitted to the Department constitute records of the

Department subject to Chapter 552, Texas Government Code, and the Texas Public Information

Act.

The Application is in compliance with all requirements related to the eligibility of an Applicant,

Application and Development as further defined in §§10.101 and 10.202 of the Uniform

Multifamily Rules. Any issues of non-compliance have been disclosed in the Waivers, Pre

clearance, Determinations, and Disclosure (WPDD) Packet.

All representations, undertakings and commitments made by Applicant in the Application

process for a Development expressly constitute conditions to any Commitment, Determination

Notice, Carryover Allocation, or Direct Loan Commitment for such Development which the

Department may issue or award, and the violation of any such condition shall be sufficient

cause for the cancellation and rescission of such Commitment, Determination Notice, Carryover

Allocation, or Direct Loan Commitment by the Department. If any such representations,

undertakings and commitments concern or relate to the ongoing features or operation of the

Development, they shall each and all shall be enforceable even if not reflected in the Land Use

Restriction Agreement. All such representations, undertakings and commitments are also

enforceable by the Department and the tenants of the Development, including enforcement by

Page 1 of 5


administrative penalties for failure to perform, in ac ordance with the Land Use Restriction

Agreement.

The Development Owner is and will remain in comph nee with state and federal laws, including

but not limited to, fair housing laws, including Chapt~r 301, Property Code, Title VIII of the Civil

Rights Act of 1968 (42 U.S.C. §§3601 et seq.), the Fa~· Housing Amendments Act of 1988 (42

U.S.C. §§3601 et seq.), the Civil Rights Act of 1964 (4 U.S.C. §§2000a et seq.), the Americans

with Disabilities Act of 1990 (42 U.S.C. §§12101 et s q.), the Rehabilitation Act of 1973 (29

U.S.C. §§701 et seq.), Fair Housing Accessibility, and the Texas Fair Housing Act; and the

Development design is consistent with the Fair Housing Act Design Manual produced by HUD,

the Code Requirements for Housing Accessibility 2000 (or as amended from time to time)

produced by the International Code Council and the Texas Accessibility Standards. {§2306.257;

§2306.6705(7))

The Development Owner has read and understands the Department's fair housing educational

materials posted on the Department's website as of the beginning of the Application

Acceptance Period.

The Development shall comply with the accessibility standards that are required under §504,

Rehabilitation Act of 1973 {29 U.S.C. §794), and specified under 24 C.F.R. Part 8, Subpart C.

For New Construction (excluding New Construction of non-residential buildings) Developments

where some Units are two-stories or single family design and are normally exempt from Fair

Housing accessibility requirements, a minimum of 20% of each Unit type (i.e., one bedroom,

two bedroom, three bedroom) must provide an accessible entry level and all common-use

facilities in compliance with the Fair Housing Guidelines, and include a minimum of one

bedroom and one bathroom or powder room at the entry level.

The Development Owner will establish a reserve account consistent with §2306.186 of the

Texas Government Code and as further described in §10.404 of the Uniform Multifamily Rules,

relating to Reserve for Replacement Requirements.

The Development will operate in accordance with the requirements pertaining to rental

assistance in Chapter 10, Subchapter F.

The Development Owner will contract with a Management Company throughout the

Compliance Period that will perform criminal background checks on all adult tenants, head and

co-head of households.

The Development Owner agrees to implement a plan to use Historically Underutilized

Businesses (HUB) in the development process consistent with the Historically Underutilized

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Business Guidelines for contracting with the State of Texas. The Development Owner will be

required to submit a report of the success of the plan as part of the cost certification

documentation, in order to receive IRS Forms 8609 or, if the Development does not have

Housing Tax Credits, release of retainage.

The Applicant will attempt to ensure that at least 30% of the construction and management

businesses with which the Applicant contracts in connection with the Development are

Minority Owned Businesses as further described in §2306.6734 of the Texas Government Code.

The Development Owner will affirmatively market to veterans through direct marketing or

contracts with veteran's organizations. The Development Owner will be required to identify

how they will affirmatively market to veterans and report to the Department in the annual

housing report on the results of the marketing efforts to veterans. Exceptions to this

requirement must be approved by the Department.

The Applicant has disclosed, in the Application, any Principal or any entity or Person in the

Development ownership structure who was or is involved as a Principal in any other affordable

housing transaction and who has, voluntarily or involuntarily, terminated within the past 10

years or plans to or is negotiating to terminate their relationship with any other affordable

housing development. The disclosure identified the person or persons and development

involved, the identity of each other development and contact information for the other

Principals of each such development, a narrative description of the facts and circumstances of

the termination or proposed termination, and any appropriate supporting documents. The

Applicant has read and understands §10.202(1)(L) of the Uniform Multifamily Rules related to

such disclosure.

The Applicant certifies that, for any Development proposing New Construction or

Reconstruction and located within the one-hundred (100) year floodplain as identified by the

Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps, the Development

Site will be developed so that all finished ground floor elevations are at least one foot above

the floodplain and parking and drive areas are no lower than six inches below the floodplain,

subject to more stringent local requirements. Applicant further certifies that, for any

Development proposing Rehabilitation (excluding Reconstruction) that is not a HUD or TRDO

USDA assisted property, the Development Site is not located in the one-hundred year

floodplain unless the existing structures already meet the requirements for New Construction

or Reconstruction or unless the Unit of General Local Government has undertaken and can

substantiate sufficient mitigation efforts.

Page 3 of 5


The Development site will be located within a one mile radius (two-mile radius for

Developments located in a Rural Area) of at least six (6) services as described further in

§10.101(a)(2) of the Uniform Multifamily Rules.

The Development is not located in an area with undesirable site features as further described in

§10.101(a)(3) of the Uniform Multifamily Rules. If such an undesirable site feature is present a

waiver request was submitted to the Department pursuant to §10.207 of the Uniform

Multifamily Rules.

The Development is not located in an area with undesirable area features as further described

in §10.101(a)(4) of the Uniform Multifamily Rules. If such an undesirable area feature is

present a request for pre-clearance was submitted to the Department pursuant to §10.207 of

the Uniform Multifamily Rules.

The Development shall have all of the mandatory Development amenities required in

§10.101(b)(4) of the Uniform Multifamily Rules at no charge to the tenants.

The Development will satisfy the minimum point threshold for common amenities as further

described in §10.101(b)(S)(A) of the Uniform Multifamily Rules.

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


The Development (excluding competitive Housing Tax Credit Applications) will include enough

amenities to meet the required minimum number of points as further described in

§10.101(b)(6)(B) of the Uniform Multifamily Rules.

The Development (excluding competitive Housing Tax Credit Applications) will include enough

supportive services, at no charge to the tenants, to meet the required minimum number of

points as further described in §10.101(b)(7) of the Uniform Multifamily Rules.

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

None of the criteria in subparagraphs (A)- (M) of §10.202(1) of the Uniform Multifamily Rules,

related to ineligible Applicants, applies to any member of the Development team.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of

Applicant, and in all other related capacities described above, as applicable, expressly

represents, warrants, and certifies that all information contained in this certification and in the

Application, including any and all supplements, additions, clarifications, or other materials or

information submitted to the Department in connection therewith as required or deemed

necessary by the materials governing the Housing Tax Credit Program are true and correct and

Page 4 of 5

Development Owner C<"rl 1f!c ;,i 1r1n

the Applicant has undergone sufficient investigation to affirm the validity of the statements

made. Further, the Applicant hereby expressly represents, warrants, and certifies that the

individual whose name is subscribed hereto has read and understands all the information

contained in this form of the Application.

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant,

and in all other related capacities described above, is affirming under penalty of Chapter 37 of

the Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties as

defined by the State of Texas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2003 & Supp.

2007) and subject to any and all other state or federal laws regarding the making of false

statements to governmental bodies or the false statements or the providing of false

information in connection with the procurement of allocations or awards that the Application

and all materials relating thereto constitute government documents and that the Application

and all materials relating thereto are true, correct, and complete in all material respects.

By: -~----':;.._-4---_' _____ _ Signature of Authorized Representative

Beatriz Farias Printed Name

President Title

Date

THE STATE OF TEXAS

COUNTY OF ldt d rJ /go §

§

§

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE thistl 9 day of ;:[rJ.nu~ ,M /~~~~:~~~;-, (OOflA L. MORENO { • {~;.A.;) •1 Notary Public, ~tate of Texas %_..):·.~/ / My Comm1S810n Exp1res

···t'!: .. ?t:j~~t- MARCH 30, 2013 ~;tt/!hz.~ Notary Publ1c Signature

Page 5 of 5

X The Certification of Principal is included behind this tab.

Certification of Principal





All defined terms used in this certification and not specifically defined herein have the meanings

ascribed to them in Chapter 2306 of the Texas Government Code, §42 of the Internal Revenue

Code, and §10.003 of the Uniform Multifamily Rules.

The undersigned, in each and all of the following capacities in which it may serve or exist-

Applicant, Development Owner, Developer, Guarantor of any obligation of the Applicant,

and/or Principal of the Applicant and hereafter referred to as "Applicant," whether serving in

one or more such capacities, is hereby submitting its Application to the Department for

consideration of an allocation of Housing Tax Credits.

Applicant hereby represents, warrants, agrees, acknowledges and certifies to the Department

and to the State of Texas that:

This Application and all materials submitted to the Department constitute records of the

Department subject to Chapter 552, Texas Government Code, the Texas Public Information Act.

All representations, undertakings and commitments made by Applicant in the Application

process for a Development, whether with respect to Threshold Criteria, selection criteria or

otherwise, expressly constitute conditions to any Commitment, Determination Notice, Carryover

Allocation, or Direct Loan Commitment for such Development which the Department may issue

or award, and the violation of any such condition shall be sufficient cause for the cancellation

and rescission of such Commitment, Determination Notice, Carryover Allocation,

or Direct Loan Commitment by the Department. If any such representations, undertakings and

commitments concern or relate to the ongoing features or operation of the Development, they

shall each and all shall be enforceable even if not reflected in the Land Use Restriction

Agreement. All such representations, undertakings and commitments are also enforceable by

the Department and the tenants of the Development, including enforcement by administrative

penalties for failure to perform, in accordance with the Land Use Restriction Agreement.

Applicant or any other member of the Development Team has not been or is not barred,

suspended, or terminated from procurement in a state or Federal program or listed in the List

of Parties Excluded from Federal Procurement or Non-Procurement Programs.

Applicant or any other member of the Development Team has not been convicted of a state or

federal felony crime involving fraud, bribery, theft, misrepresentation of material fact,

misappropriation of funds, or other similar criminal offenses within fifteen (15) years preceding

the Application submission.

Page 1 of 5


Applicant or any other member of the Development Team is not, at the time of Application,

subject to an enforcement or disciplinary action under state or federal securities law or by the

NASD; is not subject to a federal tax lien; or is not the subject of a proceeding in which a

Governmental Entity has issued an order to impose penalties, suspend funding, or take adverse

action based on an allegation of financial misconduct or uncured violation of material laws,

rules, or other legal requirements governing activities considered relevant by the Governmental

Entity.

Applicant or any other member of the Development Team has not breached a contract with a

public agency and failed to cure that breach.

Applicant or any other member of the Development Team has not misrepresented to a

subcontractor the extent to which the Developer has benefited from contracts or financial

assistance that has been awarded by a public agency, including the scope of the Developer's

participation in contracts with the agency and the amount of financial assistance awarded to

the Developer by the agency.

Applicant or any other member of the Development Team has not been identified by the

Department as being in Material Noncompliance and has not repeatedly violated the LURA or if

such material Noncompliance or repeated violation is identified during the Application review

or the program rules in effect for such property as further described in Subchapter F of the

Uniform Multifamily Rules (relating to Compliance Administration), it does not remain

unresolved.

Applicant or any other member of the Development Team is not delinquent in any loan, fee, or

escrow payments to the Department in accordance with the terms of the loan, as amended, or

is otherwise not in default with any provisions of such loans.

Applicant or any other member of the Development Team has not failed to cure any past due

fees owed to the Department at least ten (10) days prior to the Board meeting at which the

decision for an award is to be made.

Applicant or any other member of the Development Team is not in violation of a state revolving

door or other standard of conduct or conflict of interest statute, including §2306.6733 of the

Texas Government Code, or a provision of Chapter 572 of the Texas Government Code, in

making, advancing, or supporting the Application.

Applicant or any other member of the Development Team does not have previous Contracts or

Commitments that have been partially or fully de-obligated during the twelve (12) months prior

to the submission of the Application and through the date of final allocation due to a failure to

Page 2 of 5


meet contractual obligations, and said person is not on notice that such de-obligation results in

ineligibility under these rules.

Applicant or any other member of the Development Team has not provided fraudulent

information, knowingly falsified documentation, or other intentional or negligent material

misrepresentation or omission in an Application or Commitment as part of a challenge to

another application, or any other information provided to the Department for any reason. Such

conduct is also a violation of these rules and will subject the Applicant to the assessment of

administrative penalties under Chapter 2306 of the Texas Government Code and Chapter 10 of


The Applicant or any other member of the Development Team has not and will not work to

create opposition to any Application, excluding any challenges filed pursuant to §11.10 of the

Uniform Multifamily Rules (relating to Challenges of Competitive HTC Applications), and has not

formed a Neighborhood Organization (excluding any allowable technical assistance), has not

given money or a gift to cause a Neighborhood Organization to take its position as it relates to

§11.9(d)(1) ofthe Housing Tax Credit Qualified Allocation Plan.

The Applicant will not violate §2306.1113 of the Texas Government Code relating to Ex Parte

Communication and further explained in §10.202(2)(A) of the Uniform Multifamily Rules.

For any Development utilizing Housing Tax Credit or Tax-Exempt Bonds, at all times during the

two-year period preceding the date the Application Round begins (or for Tax-Exempt Bond

Developments any time during the two-year period preceding the date the Application is

submitted to the Department), the Applicant or a Related Party is not or has not been a

member of the Board or employed by the Department as the Executive Director, Chief of Staff,

General Counsel, a Deputy Executive Director, the Director of Multifamily Finance, the Chief of

Compliance, the Director of Real Estate Analysis, a manager over the program for which an

Application has been submitted, or any person exercising such responsibilities regardless of job

title; or in violation of §2306.6733 of the Texas Government Code.

For any Development utilizing Housing Tax Credits, the Applicant will not propose to replace in

less than fifteen (15) years any private activity bond financing of the Development described by

the Application, unless the exceptions in §2306.6703(a)(2) of the Texas Government Code are

met.

All the instances in which any Principal or any entity or Person in the Development ownership

structure who was or is involved as a Principal in any other affordable housing transaction has

been the subject of a voluntary or involuntary termination of involvement in a rent or income

restricted multifamily development by the lender, equity provider, or any other owners or

investors, however designated, or any combination thereof or if any litigation to effectuate

Page 3 of 5


such removal is instituted in the past ten years for its failure to perform its obligations under

the loan documents or limited partnership agreement have been fully disclosed pursuant to

§10.202(1)(L) of the Uniform Multifamily Rules. Applicant understands that if the Department

learns at a later date that removal did take place as described and was not disclosed, the

Application will be terminated and any Allocation or Award made will be rescinded.

All housing developments with which Applicant, Development Owner, Developer, Guarantor

and/or Principal thereof participating, are in compliance with: state and federal fair housing

laws, including Chapter 301, Property Code, the Texas Fair Housing Act; Title VIII of the Civil

Rights Act of 1968 (42 U.S.C. Section 3601 et seq.); and the Fair Housing Amendments Act of

1988 (42 U.S.C. Section 3601 et seq.); the Civil Rights Act of 1964 (42 U.S.C. Section 2000a et

seq.); the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.); and the

Rehabilitation Act of 1973 (29 U.S.C. Section 701 et seq.).

The making of an allocation or award by the Department does not constitute a finding or

determination that the Development is deemed qualified to receive such allocation or award.

Applicant agrees that the Department or any of its directors, officers, employees, and agents

will not be held responsible or liable for any representations made to the undersigned or its

investors relating to the Housing Tax Credit Program; therefore, Applicant assumes the risk of

all damages, losses, costs, and expenses related thereto and agrees to indemnify and hold

harmless the Department and any of its officers, employees, and agents against any and all

claims, suits, losses, damages, costs, and expenses of any kind and of any nature that the

Department may hereinafter suffer, incur, or pay arising out of its decisions and actions

concerning this Application for Housing Tax Credits or the use of information concerning the

Housing Tax Credit Program.

Applicant, Development Owner, Developer, Guarantor or other Related Party is not subject to

any criminal proceedings and if any such proceeding or any other charges which would

invalidate the certifications herein occur prior to Carryover, the Applicant will immediately

notify the Department. Such notification must be presented to the Board for consideration at

the next available Board meeting.

The individual whose name is subscribed hereto, in his or her individual capacity, on behalf of

Applicant, and in all other related capacities described above, as applicable, expressly

represents, warrants, and certifies that all information contained in this certification and in the

Application, including any and all supplements, additions, clarifications, or other materials or

information submitted to the Department in connection therewith as required or deemed

necessary by the materials governing the Housing Tax Credit Program are true and correct and

the Applicant has undergone sufficient investigation to affirm the validity of the statements

made. Further, the Applicant hereby expressly represents, warrants, and certifies that the

Page 4 of 5







defined by the State of Texas. TEX. PENAL CODE ANN. §§37.01 et seq. (Vernon 2011) and

subject to any and all other state or federal laws regarding the making of false statements to

governmental bodies or the false statements or the providing of false information in connection

with the procurement of allocations or awards that the Application and all materials relating

thereto constitute government documents and that the Application and all materials relating

thereto are true, correct, and complete in all material respects.

By: ~cb-:: Signature of Authorized Representative

Delta Apartments Housing, LP Printed Name

Title

Date

THE STATE OF TEXAS § §

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE this &q day of JMU!f_j (Seal)

,~,~~~~'"'' DO /o~r.t:.'if(;--.. RA L. MORENO {.i·~f;~ Notary Public, State o1 Texas ~ 1-. ~ / § My Commission Expires '•;"· ....... ··:fP.•' M ··ttt .. ?: .. ~~t··· ARCH 30, 2013

Page 5













By: f6su;::!J·· J:e---Signature of Authorized Representative

Delta Apartments Development, LLC Printed Name

Title

Date

THE STATE OF TEXAS §

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ttJ.. q

day of .;;} (JJ) U tirU (Seal) r--~o-......... _"""""'_,____,~

Page 5

!~~~!:~~{;-., DORA L. MORENO f * /::C;,A,~\ * § Notary Public, State of Texas \~ .. ~.·~ j My CommiSSion Expires

··-::~:.?r:j~':.;,,•' MARCH 30, 2013













By: CJ.8fU5d--Signature of Authorized Representative

South Texas Economic Development Corporation, Inc. Printed Name

Title

, Date

THE STATE OF TEXAS § §

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE this

day of J(JJ1Ulij , 6fD JJl {Seal)

,,,~~~~,,,, DOR O l~~"t-~·f.t.:~;;-..., A L. M RENO f *,.::;.:.A==.\.~ Notary Public, State o1 Texas ~ \ 1'\ / g My Commisaion Expires "'-1'ti,ir·a·ti\~~l MARCH 30 2013 ,,,,llilll'''' t

Page 5

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By: ~·J--Signature of Authorized Representative


President Title

Date

THESTATEOFTEXAS §

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ..Jq day of \JMUL?j (Seal)

Page 5












thereto are t ect, and complete in all material respects.

Signature of Authorized Representative

Henry Rodriguez Printed Name

Vice President Title

Date


COUNTY OF 1-t j dQ/~0 ~ I, the undersigned, a Notary ublic in and for said County and State, do hereby certify that name is signed to the foregoing statement, and who is known to be one in the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.


day of .;Janu~ , ~DI1JJ (Seal)

,•'b~r:~~~'··· DORA L. MORENO >·-~··t>"<-f .. { 'i .. ~ Notary Public, State o1 Texas \ ;;,., :' i My Comm1ssion Expires

... ,;~~ ..... ·~~l ''''""'Y: .. rt.····· MARCH 30, 2013

Page 5

vJo.k t !no~ Notary Public Signature


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

By signing this document, the undersigned, in their individual capacity, on behalf of Applicant,and in all other related capacities described above, is affirming under penalty of Chapter 37 ofthe Texas Penal Code titled Perjury and Other Falsification and subject to criminal penalties asdefined by the State of Texas. TEX. PENALCODEANN. §§37.01 et seq. (Vernon 2011) andsubject to any and all other state or federal laws regarding the making of false statements togovernmental bodies or the false statements or the providing of false information in connectionwith the procurement of allocations or awards that the Application and all materials relatingthereto constitute government documents and that the Application and all materials relatingthereto are true, c rr t d complete in all material respects.

BY: __ ~~~-H~ __ ~ _

Jorge Javier RodriguezPrinted Name

DirectorTitle

Date

THE STATE OF TEXAS §§

COUNTY OF §I, the undersigned, a Nota Public in and for said County and State, do hereby certify thatname is signed to the foregoing statement, and who is known to be one in the same, hasacknowledged before me on this date, that being informed of the contents of this statement,executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDERMY HAND AND SEALOF OFFICEthis dO-fIJ

day of(Seal)

Tebru»: ,&DJ~",'-;s.y P'(;;;:',. DORA L. MORENO

•..•.•0•••••••.•••.~..-.'..f"'/~:r;:o"\ Notary Public, State of Texas~":,~..~" l"! My Commission Expires\if;;;....\\~~/ MARCH 30, 2013

"IIII8!\\\\\\

V-j{})tAj! iYla~, Notary Public Signature

Page 5












thereto are true, correct, and com~lete in all material respects.

ntative

Oscar Ramirez Printed Name

Director Title

Date


COUNTY OF f;Ji dtL~O ~ I, the undersigned, a Notaryublic in and for said County and State, do hereby certify that name is signed to the foregoing statement, and who is known to be one in the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 2J)

day of \J (1)1 Ud.lJ , ~01$1 (Seal)

Page 5 ,,\,,,,,~~~,,,,,,, DO

l~o.~r.':"··~;:,... RA L. MORENO {,. (~),.} Notary Public, State of Texas \~·~·'b l My Commiaslon Expires ""i:!"i'""'\,...·'" MAR , -.;,,,9.f,1"'''' CH 30, 2013

V}o)u._ t hto}«_r} Notary Public Signature












thereto are ~r,~, correct, and complete in all material respects.

By: I-----/ ',

Signature of Authorized Representative

Joanna Acevedo Printed Name

Director Title

Date

THE STATE OF TEXAS

name is signed to the foregoing statement, and who is known to be one in the same, has acknowledged before me on this date, that being informed of the contents of this statement, executed the same voluntarily on the date same foregoing statement bears.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this /sf day of ~rud.Ilj Jol~ (Seal)

--~¥:~~t:-- DORA L. MORENO f~·:X\ \ Notary Public, State of Texas i * \.~) *! My Commisaton Exp1res

Page 5 \f~ii·;;;-~~/ MARCH 30, 2013 ,..,ttn"''''\

X HOME Development Certification is included behind this tab.

HOME Development Certification





On behalf of the Applicant and all affiliates of the Applicant (hereinafter "Applicant"), I (We) hereby certify

that the Applicant is familiar with the provisions of the federal HOME Final Rule, as published in 24 CFR Part

92, the state HOME Rules, as published in 10 TAC Chapter 10, and other related administrative rules and

regulations and court rulings issued by the Federal government or State of Texas with respect to the HOME

Investment Partnerships Program and will comply with such rules during the application process and in the

event of award, for the duration of the proposed development.

I (We) hereby make application to the Texas Department of Housing and Community Affairs (the

"Department") for an award of HOME Investment Partnerships (HOME) Multifamily Development funds. The

undersigned hereby acknowledges that an award by the Department does not warrant that the development

is deemed qualified to receive such award. I (We) agree that the Department or any of its directors, officers,

employees, and agents will not be held responsible or liable for any representations made to the undersigned

or its investors relating to the HOME Program; therefore, I (We) assume the risk of all damages, losses, costs,

and expenses related thereto and agree to indemnify and save harmless the Department and any of its

officers, employees, and agents against any and all claims, suits, losses, damages, costs, and expenses of any

kind and of any nature that the Department may hereinafter suffer, incur, or pay arising out of its decision

concerning this application for HOME funds or the use of information concerning the HOME Program.

I (We) hereby acknowledge that this Application is subject to disclosure under Chapter 552, Texas

Government Code, the Texas Public Information Act, unless a valid exception exists.

I (We) acknowledge all representations, undertakings, and commitments made by Applicant in the

application process for a development, whether with respect to threshold criteria, selection criteria or

otherwise, shall be deemed to be a condition to any Commitment Notice, Determination Notice, Loan

Commitment or Contract for such development, the violation of which shall be cause for cancellation of such

Commitment Notice, Determination Notice, Loan Commitment or Contract by the Department and if

concerning the ongoing features or operation of the development, shall be enforceable even if not reflected

in the Land Use Restriction Agreement (LURA). All such representations are enforceable by the Department

and the tenants of the development, including enforcement by administrative penalties for failure to

perform, in accordance with the LURA.

I (We) certify I (We) have disclosed in the Application all instances in which the Developer or Principal of the

Applicant has been removed by a lender, equity provider, or limited partners in the past ten years for its

failure to perform obligations under loan documents or limited partnership agreements. I (We) understand

that if the Department learns at a later date that a removal did take place as described and was not disclosed,

the Application may be terminated and any award made will be rescinded.

I (We) agree the Department may, at its discretion, request additional information and/or documentation in

its evaluation of this Application.

I (We) hereby assert that the information contained in this Application as required or deemed necessary by

the materials governing the HOME Program are true and correct and that I (We) have undergone sufficient

investigation to affirm the validity of the statements made.

Page 1 of 6


Further, I (We) hereby assert that I (We) have read and understand all the information contained in the

application. By signing this document, I (We) affirm that all statements made in this government document

are true and correct under penalty of Chapter 37 of the Texas Penal Code titled Perjury and Other

Falsification and subject to criminal penalties as defined by the State ofTexas. TEX. PENAL CODE ANN. §37.01

et seq. (Vernon 2011).

I (We) understand and agree that if false information is provided in this Application which has the effect of

increasing the Applicant's competitive advantage, the Department will disqualify the Applicant and may hold

the Applicant ineligible to apply for HOME funds or until any issue of restitution is resolved.

If false information is discovered after the award of HOME funds, the Department may terminate the

Applicant's written agreement and recapture all HOME funds expended.

I (We) shall not, in the provision of services, or in any other manner discriminate against any person on the

basis of race, color, religion, sex, national origin, familial status, or handicap. Verification of any of the

information contained in this application may be obtained from any source named herein.

I (We) will at all times indemnify and hold the Department harmless against all losses, costs, damages,

expenses, and liabilities of any nature directly or indirectly resulting from, arising out of or relating to the

Department's acceptance, consideration, approval, or disapproval of this request and the issuance or non

issuance of HOME funds herewith.

I (We) have written below the name of the individual authorized to execute the TDHCA HOME agreement

and any and all future HOME commitments and contracts related to this application. If this individual is

replaced by the organization, I (We) must inform the Department within 30 days of the person authorized to

execute agreements, commitment and/or contracts on behalf of the Applicant.

I (We) certify that no person or entity that would benefit from the award of HOME funds has provided a

source of match.

I (We) certify that I (We) will meet Section 8 Housing Quality Standards detailed under 24 CFR §982.401,

Texas Minimum Construction Standards, as well as the Fair Housing Accessibility Standards and Section 504

of the Rehabilitation Act of 1973. I (We) certify that the development will meet all local building codes or

standards that may apply. If the development is located within a jurisdiction that does not have building

codes, I (We) will meet the most current International Building Code.

I (We) certify that if Department funds have a first lien position in the project for which assistance is being

requested, assurance of completion of the development will be provided in the form of payment and

performance bonds in the full amount of the construction contract, running to the Department as obligee, or

equivalent guarantee in the sole determination of the Department.

1 (We) certify that if refinancing is a component of the proposed development the Applicant must confirm

that HOME funds will not be used to replace loans, grants or other financing by any other Federal program.

I (We) certify that if other federal or governmental assistance is used in the financing of this development I

(We) will notify the Texas Department of Housing and Community Affairs.

Page 2 of 6


I (We) certify that I (We) do not and will not knowingly employ an undocumented worker, where

"undocumented worker" means an individual who, at the time of employment, is not lawfully admitted for

permanent residence to the United States or authorized under law to be employed in that manner in the

United States.

If, after receiving a public subsidy, I (We), am convicted of a violation under 8 U.S.C Section 1324a (f), 1 (We)

shall repay the amount of the public subsidy with interest, at the rate and according to the other terms

provided by an agreement under Tex. Government Code Section 2264.053, not later than the 120th day after

the date TDHCA notifies Name of Applicant of the violation.

Lead Based Paint

I (We) certify that documentation of compliance with 24 CFR Part 35 (Lead Safe Housing Rule), including but

not limited to the documentation reflected in the following clauses, will be maintained in project files. 1 (We)

understand that standard forms are available in the Federal Register (FR), as indicated by the sources noted

below.

1) Applicability Form 24 CFR §35.115- A copy of a statement indicating that the property is covered by or

exempt from Lead Safe Housing Rule.

a) If the property is exempt, the file should include the reason for the exemption and no further

documentation is required.

b) if the property is covered by the Rule, the file should include the appropriate documentation to

indicate basic compliance, as listed below:

i) Summary Paint Testing Report or Presumption Notice 24 CFR §35.930(a) -A copy of any report

to indicate the presence of lead-based paint (LBP) for projects receiving up to $5,000 per unit in

rehabilitation assistance. If no testing was performed, then LBP is presumed to be on all

disturbed surfaces;

ii) Notice of Evaluation 24 CFR §35.125(a)- A copy of a notice demonstrating that an evaluation

summary was provided to residents following a lead-based-paint inspection, risk assessment or

paint testing;

iii) Clearance Report 24 CFR §35.930(b) (3)- A report indicating a "clearance examination" was

performed of the work-site upon completion; and

iv) Notice of Hazard Reduction Completion 24 CFR §35.125(b)- Upon completion, a copy of a notice

to show that a LBP remediation summary was provided to residents.

HUD Section 3

I (We) hereby agree that the work to be performed in connection with any award of HOME funds is subject to

the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C.

1701u ("Section 3"). The purpose of Section 3 is to ensure that employment and other economic

opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the

greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are

recipients of HUD assistance for housing. I (We) agree to comply with HUD's regulations in 24 CFR part 135,

which implement Section 3. For more information about HUD Section 3, please reference the TDHCA website

dedicated to Section 3 at: http://www.tdhca.state.tx.us/program-services/hud-section-3/index.htm

Page 3 of 6


Environmental

I (We) understand that the environmental effects of each activity carried out with funds provided under this

application must be assessed in accordance with the provisions of the HOME Manual, National

Environmental Policy Act of 1969 (NEPA) (42 U.S.C. §4321 et seq.) and the related activities listed in HUD's

implementing regulations at 24 C.F.R. parts 50, 51, 55 and 58 (NEPA regulations}. Each such activity must

have an environmental review completed and support documentation prepared complying with the NEPA

and NEPA regulations. No loan may close or funds be committed to an activity before the completion of

the environmental review process, including the requirements of 24 C.F.R. Part 58, and the Department

has provided written clearance.

The Department as the Responsible Entity must ensure that environmental effects of the property are

assessed in accordance with the provisions of the National Environmental Policy Act of 1969 and the related

authorities listed in HUD's implementing regulations at 24 CFR Parts 50 and 58.

I (We} certify that I (we} have read and understand the requirements in 24 CFR §58.22, and I (we} understand

that acquisition of the site, even with non-HUD funds, prior to completion of the environmental review

process will jeopardize all HOME funding.

I (We) certify that all parties involved in any aspect of the development process began the project with no

intention of using Federal assistance.

I (We} certify that as of the date of the HOME application all project work, other than as allowed in 24 C.F.R.

Part 58, has ceased.

I (We) must certify that no choice limiting actions will continue until the site has achieved Environmental

Clearance as required in 24 C.F.R. Part 58.

Relocation and Anti-Displacement

Demolition and Conversion

Development Owner will replace all occupied and vacant occupiable low-income housing that is demolished

or converted to a use other than low-income housing as a direct result of the project. All replacement

housing will be provided within three (3} years after the commencement of the demolition or conversion.

Before receiving a commitment of HOME funds for a project that will directly result in demolition or

conversion, the project owner will make the information public in accordance with 24 CFR Part 42 and submit

to TDHCA the following information in writing:

1) The location map, address, and number of dwelling units by bedroom size of lower income housing that

will be demolished or converted to use other than as lower income housing as a direct result of the

project;

2} A time schedule for the commencement and completion of the demolition and conversion;

3} To the extent known, the location, map, address, and number of dwelling units by bedroom size of the

replacement housing that has been or will be provided;

4) The amount and source of funding and a time schedule for the provision of the replacement housing;

Page 4 of 6


5) The basis for concluding that the replacement housing will remain lower income housing beyond the

date of initial occupancy;

6) Information demonstrating that any proposed replacement of housing units with similar dwelling units

(e.g. a 2-bedroom unit with two 1-bedroom units) or any proposed replacement of efficiency or SRO

units with units of a different size is appropriate and consistent with the housing needs of the

community; and

7) The name and title of the person or persons responsible for tracking the replacement of lower income

housing and the name and title of the person responsible for providing relocation payments and other

relocation assistance to any lower-income person displaced by the demolition of any housing or the

conversion of lower-income housing to another use.

Displacement of Existing Tenants

Consistent with the goals and objectives of activities assisted under the Act, the project owner must prepare

and submit the following to TDHCA to minimize the direct and indirect displacement of persons from their

homes:

1) A detailed explanation of the reasons for displacement relocation;

2) A detailed plan of the relocation, including evidence of comparable replacement housing; and

3} Estimated costs and funding sources available to complete the permanent relocation.

Threshold Certification

On behalf of the Applicant and all affiliates of the Applicant (hereinafter "Applicant"), I (We) hereby certify

that the Applicant is familiar with the provisions and requirements of the Multifamily Development Notice of

Funding Availability (NOFA) for which I (We) am applying.

I (We) understand that housing units subsidized by HOME funds must be affordable to low, very low or

extremely low-income persons. I (We) understand that mixed income rental developments may only receive

funds for units that meet the HOME program affordability standards. I (We) understand that all Applications

intended to serve persons with disa-bilities must adhere to the Department's Integrated Housing Rule at 10

TAC §1.15.

I (We) understand that funds being used for Multifamily Developments must establish a reserve account

consistent with §2306.186, Texas Government Code, and as further described in 10 TAC §10.404.

I (We) understand that, pursuant to 10 TAC §10.403, all contractors, consulting firms, Borrowers,

Development Owners and Contract Administrators must sign and submit an affidavit with each draw to attest

that each request for payment of HOME funds is for the actual cost of providing a service and that the service

does not violate any conflict of interest provisions in 24 CFR Part 92.

I (We) certify that I (We) am eligible to apply for funds or any other assistance from the Department. I (We)

certify that all audits are current at the time of application. I (We) certify that any Audit Certification Forms

have been submitted to the Department in a satisfactory format on or before the application deadline for

funds or other assistance pursuant to 10 TAC §1.3(b).

Page 5 of 6

By:_}......._·~;.___· -+-. -=~=------Signature of Authorized Representative


President Title

1 };uq )J~ Date

THE STATE OF TEXAS

COUNTY OF !:Ji dO lg () § § §

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ~day of;(OJ)Ut!..hj , t.2_Dl.!;J (<;;p:oll..

v~ t tft{);.uJJ Notary Public Si ature

Page6of6

1. Applicant Contact InformationName: Phone:

Email:

Mailing Address:Street

City

2. Second ContactName: Phone:

Email:

3. Consultant Contact (if applicable)Name: Phone:

Email:

Mailing Address:Street

City

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

(210) 228-0560

State Zip

Office Extension(956) 325-6282

State Zip

Office

Extension

Applicant Information Page

Beatriz Farias (956) 969-3024

Mobile

Weslaco TX 78596

1800 N. Texas Blvd.

David Marquez

Extension

Mobile

(210) 216-5611

[email protected]

[email protected]

Office

Criteria Promoting the Efficient Use of Limited Resources and Applicant Accountability

Extended Affordability or Historic Preservation §11.9(e)(5) 2Right of First Refusal §11.9(e)(6) 1

Leveraging of Private, State, and Federal Resources §11.9(e)(4) 36

18Cost of Development per Square Foot §11.9(e)(2)

Tenant Populations with Special Needs §11.9(c)(7) 2

Community Support from State Representative or Senator §11.9(d)(4)Commitment of Development Funding by Unit of General Local Government §11.9(d)(3) 13

Points Selected

Opportunity Index §11.9(c)(4) 0

Income Levels of Tenants

§11.9(c)(6)§11.9(c)(5)

20Educational Excellence

14

Underserved Area

QAP Reference

Tenant Services §11.9(c)(3)

QAP Reference Points Selected

Point Item Description QAP Reference Points Selected

Declared Disaster AreaCommunity Revitalization Plan §11.9(d)(6)

§11.9(d)(5)6

Competitive Housing Tax Credit Selection Self-Score

§11.9(b)(1)(b) 7

Criteria to Serve and Support Texans Most In Need

Sponsor Characteristics §11.9(b)(2) 0High Quality Housing Total

Criteria Promoting Development of High Quality HousingPoints

SelectedQAP ReferencePoint Item Description

Unit Sizes §11.9(b)(1)(a) 7Unit Features

8Rent Levels of Tenants §11.9(c)(2) 9

15§11.9(c)(1)

Point Item Description

§11.9(e)(1)

Serve and Support Texans Most in Need Total 36

Community Support and Engagement Total 27

Criteria Promoting Community Support and Engagement

Quantifiable Community Participation

Point Item Description

8

§11.9(d)(1)Community Input other than Quantifiable Community Participation §11.9(d)(2)

§11.9(e)(7) 0Development Size

Pre-application Participation §11.9(e)(3)

Financial Feasibility

Total Application Self Score 107

Efficient Use of Limited Resources and Applicant Accountability Total 30Point Deductions §11.9(f)

1.

Address CityDevelopment is: In a Participating Jurisdiction?

2.

Census Tract Number: QCT? Census Tract Map Provided behind this tab?

Median Household Income: Median Household Income Quartile: Poverty Rate:

3.

X

4.

Mark only one box below:Development received Department pre-clearance for any undesirable area features; or

X No undesirable area features are present.

5.

Mark the appropriate boxes below:

X

X

If box above IS checked, then choose one opton below:

The Development is located in a Place with a population of less that 100,000

6.

Development Site is appropriately zoned? Zoning Designation:

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

7.

Residents of the proposed development will attend:

District Wide Rating (if applicable) :

This application is seeking points for Educational Excellence. Total Points Claimed:

Development is located in a municipality, or if located outside of a municipality, a county that has more than twice the state average of units per capita supportedby Tax Credits or Private activity Bonds.

The Development is located in a Place with a population of 100,000 or more, and the Applicant has a resolution from appropriate Governing Body specificallyallowing for construction of the Development

Yes

0

R-2

If box above IS checked, the Development meets one of the exceptions identified in §11.3(c) of the QAP.

Elementary

School Name

Site Location (All Programs)

11

300 South Mile 2 West Edcouch

Site Information Form Part I

Development Address (All Programs)

Census Tract Information (All Programs)

78538 YesHidalgo

Overall Rating

107Self Score Total:

NoETJ?

Rural

Educational Excellence (Competitive HTC Applications Only)

YesNo

Yes

Development is New Construction or Adaptive Reuse and is located one linear mile or less (measured by a straight line on a map) from another Development that serves the same type of household as the proposed Development and has received an allocation of Housing Tax Credits or private activity bonds for any New Construction at any time during the three-year period preceding the date the Application Round begins (or for Tax-Exempt Bond Developments the three-year period preceding the date the Certificate of Reservation is issued) and has not been withdrawn or terminated from the Housing Tax Credit Program

48215024500

Zip

Evidence of rating is provided

Resolutions (All Programs, if applicable)

Site Characteristics (All Programs)

County Region

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

24,173$ 3rd Q 45.0%

Zone X

Grades X through X

If box above IS checked, Applicant has prior approval of the Development from the Governing Body of the appropriate municipality or county

Overall Rating

Undesirable Area Features (All Programs)

For all other applications and for HTC applications where no pre-application was submitted, the WPDD Packet was submitted with this application; or

For HTC Applications that submitted a pre-application, the WPPD Packet at the time of pre-application, but pre-clearance is pending.

through

throughthrough

High Schoolthrough

Middle Schoolthrough

Development is in a census tract that has more than 30% Housing Tax Credit Units per total households in the census tract.

Acceptable

8.

One box below must be marked:

Development is located in a census tract that has a poverty rate below 15 percent for individuals.ORDevelopment is located in either Region 11 or 13 and has a poverty rate below 35 percent for individuals.OR

x Development is located in a Rural Area.

Appropriate School Rating for scoring (Elementary or district):

Application is seeking Opportunity Index Points: Total Points Claimed:

If necessary, provide a brief summary of how the Development Site is justifying the points selected:

9.

Applications may qualify for up to two (2) points for proposed Developments located in one of the following areas:

Colonia;

Economically Distressed Area;

Application is seeking Underserved Area Points: Total Points Claimed:

10.

Region:

Mark one of the five boxes below:

Applicant obtained pre-clearance for a community revitalization plan, and evidence of pre-clearance is provided behind this tab.

X

For an additional 2 points under §11.9(d)(6)(A)(ii)(III):

Application is seeking Community Revitalization Points: Total Points Claimed:

11.

X Applicant has included one or more letters of support for points.

12.

Development is in a "STATEWIDE" declared disaster area, and evidence is provided behind this tab.

X Development is in a "LOCALIZED" declared disaster area, and evidence is provided behind this tab.

* Applicants are encouraged to ensure declaration is not pre-emptive in nature. Total Points Claimed:

Declared Disaster Area Scoring (Competitive HTC ONLY)*

2

Summary (lines 61-69 are hidden, and available if needed)

11

Not Qualified

Acceptable

Rural

No

No

Yes

No

Underserved Area (Competitive HTC Only)

6

Tract Quartile:

8

Community Revitalization (Competitive HTC Only)

0

8

Input other than Quanifiable Community Participation (Competitive HTC Only)

0

General

Development is in an Urban Area. Pre-clearance for a community reitalization plan was requested prior to the submission of the pre-application and is pending.

Opportunity Index (Competitive HTC Only)

Target Population:

Development is in an Urban Area outside of Region 3, and supporting documentation that meets the requirements of §11.9(d)(6)(B)(ii) was provided with the pre-application. If a commitment of CDBG-DR funding was not provided at pre-application, it is attached here.

Development is in a Rural Area, and supporting documentation that meets all the requirements of §11.9(d)(6)(C) is provided behind this tab.

Note: Developments serving the elderly are eligible for 1 point; supportive housing developments or those serving the general population are eligible for 2 points.

Development is explicitly identified by the city or county as contributing most significantly to the concerted revitalization efforts of the city or county; resolution stating such is provided behind this tab

A municipality, or if outside of the boundareis of any municipality, a county that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation; or

For Rural Areas only, a census tract that has never received a competitive tax credit allocation or a 4 percent non-competitive tax credit allocation servingthe same Target Population.

X Census Tract Map with Development Site identified

X Site Characteristics Map identifying which type of service each location offers pursuant to §10.101(a)(2)

Evidence of Department Pre-Clearance of Undesirable Area Feature(s)

X Twice the State Average of Units Per Capita Resolution

0 One Mile Three Year Resolution or evidence of other exception

0 30% Housing Tax Credit Units per total household Resolution

X Evidence of Zoning and/or Evidence of Re-Zoning process

X Evidence of Flood Zone Designation

School Attendance Zone Map and/or school rating

X Evidence of Underserved area (HTC Only)

X for economically distressed area, letter or correspondence from Texas Water Development Board

0 Department Pre-Clearance of Revitalization Plan

X Letter from a governmental official with specific knowledge regarding infrastructure improvements

X Letters for points under §11.9(d)(2) Community Input other than QCP

3 Number of letters submitted

X Evidence of Declared Disaster Area

Supporting Documentation for the Site Information Form

for a colonia, a map of the colonia clearly outlining its boundaries and indicating the location of the Development Site

HUD USER GIS Maps

http://www.huduser.org/QCT2013/qctmap.html[12/27/2012 10:59:28 AM]

QCT Legend (%): Tract Outline Qualified Census Tracts (2013) LIHTC Project

THURSDAY, DECEMBER 27, 2012

Select a State Select a County

Map Options : Clear | Reset

Click Mode: Zoom | Info

QCT Options13 Current Zoom Level

Show Tracts Outline (Zoom 11+)

Show LIHTC Projects (Zoom 11+)

Color Qualified Tracts

The Address "300 S. Mile 2, Edcouch,TX 78538" falls under Tract"48215024600". This tract isQualified for 2013

Map data ©2012 Google - Terms of Use

Map Terrain

HOME ABOUT PD&R RESEARCH FINDER PERIODICALS DATA SETS QUICK LINKS CONTACT US

Tract 245.00County Hidalgo CountyState TXStatus (2013) Not QualifiedPoverty Rate 45.0%Ratio of Tract Median Income to TractIncome Limit 1.156

Full Tract Number 48215024500

LIHTC Projects in this Tract

Project Total UnitsCIELO LINDO APARTMENTS 34

Qualified Census Tract Information

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javascript:showLihtcInfo("CIELO LINDO APARTMENTS,34,34,,,,,")

Print- Mans

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Page 2 of2

g Legend

l [ 1. Cielo Lindo (LIHTC)

! 2. Kennedy Elem. School 0:

3. Dollar General Store

4. Edcouch Vol. Fire Dept.

-Y. 5. Edcouch Police Dept.

~ 6. Quick Mart

7 .1Ptdcouch City Hall

8. Casadelafrarero Church

9. Post Office

10. Jackets Taco Loco

11 . Elsa Bank and Trust

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11tAI"U\t't

City of EdcouchRESOLUTION NO. 2013-11

Delta Estates Apartment Resolution(Twice the State Average Per Capita)

WHEREAS, Delta Apartments Housing, LP has proposed a development for affordablerental housing at 300 Mile 2 West named Delta Estates Apartments in the City ofEdcouch, Hidalgo County: and

WHEREAS, Delta Apartments Housing, LP intends to submit an application to theTexas Department of Housing and Community Affairs (TDHCA) for 2013 Housing TaxCredits or Private Activity Bonds for Delta Estates Apartments; and

WHEREAS, the TDHCA application by Delta Apartment Housing, LP intends torehabilitate the existing Delta Estates Apartments; and

WHEREAS, pursuant to 11.3(b), Texas Administrative Code, we acknowledge that theCity of Edcouch, Hidalgo County has more than twice the state average of units percapita supported by Housing Tax Credits or Private Activity Bonds; and

NOW, THEREFORE, BE IT RESOLVED that the City of Edcouch, Hidalgo Countyhereby supports the proposed Delta Estates Apartments, and the rehabilitation of theDevelopment, and to authorized an allocation of Housing Tax Credits for theDevelopment pursuant to 2306.6703(A)(4).

Approved and adopted by the Board of Aldermen of the City of Edcouch, HidalgoCounty, Texas, at a Regular Meeting dated this 19th day of February, 2013

ATTEST:

CI YOF DCOUCRobert S. Schmalzried • MayorEddy Gonzalez· Mayor Pro-tempVeronica S Ramirez· Alderwoman PLNoe GarciaJr Alderman PL 2Ruth Ruiz ~ Alderwoman PL JDaniel GUZllHm Alderman PL 4Juan Cedillo City Manager

February 14, 2013

Beatriz Farias, PresidentSouth Texas Development Corporation1800 N. Texas Ave.Weslaco, Texas 78596

RE: Zoning Verification Request300 Mile 2 West, Edcouch, Texas 78538Delta Estates Apartments, TDHCA #13000

Dear Mrs. Farias,

As per your request, please be advised that the zoning classification for the abovereferenced property (300 Mile 2 West, Edcouch, Texas 78538) for the Delta EstatesApartments is R-2. The zoning classification R-2 means High Density ResidentialDistrict I Multi-dwelling and derives from our City Ordinance 82-2 approved by our Citycommission in January 27, 1982. This ordinance allows the development of high densityresidential district I multi-dwelling as per City Ordinance 82-2, under Section 400 ZoningDistricts, Section 403.01 & 403.02.

The official description of the Delta Estates Apartments is as follows:

A 6.523 acres tract of land, more or less, being the south 6.523 acre of the East 15.00acres of Farm Tract 2161, North Capisallo District.

Please feel free to call me at (956) 262-2140 if you need additional information.

Respectfully,

<> C:J1~~cedillo,

City Manager

City of Edcouch P.o. Box 100,211 W. Southern SI. Edcouch TX 78538 ~ Phone (956) 262·2140 - Fax (956) 262-2920

FEMA MAP

ZONE A

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ZONE D

ZONE UNDES

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ZONE AH

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NDA - DIGITAL DATA NOT AVAILABLE

www.geo-search.net - phone: 888-396-0042 - fax: 512-472-9967

1 Mile

1/2 Mile

1/4 Mile

1/8 Mile

JOB #: 52576 - 2/1/2013

Delta EstatesEDCOUCH, Texas

78538

0' 1000' 2000' 3000'

SCALE: 1" = 2000'

Target Property (TP) Panel #: 4803340350B

Economically Distressed Areas Program Status Report - November 30, 2012

Zavala Co. WCID #1 - La Pryor Water & Wastewater System Improvements

Economically Distressed Areas Program

STATUS REPORT

Counties meeting Model Subdivision Rule requirements for EDAP eligibility as of November 30, 2012

Table of Contents

Background

2

Summary of EDAP Funding

3

Index by County Projects Listed by County

4

5-22

During this quarter (September 1, 2012 – November 30, 2012), no additional counties adopted Model Subdivision Rule requirements.

2

Background

Counties with Communities that have received EDAP funding as of November 30, 2012

The Texas Water Development Board (TWDB), state leaders, legislators and the citizens of Texas have been active in providing water and wastewater services to economically distressed areas of the state for over 20 years. The Economically Distressed Areas Program (EDAP), including its related programs, has provided over $718 million in grants and loans to fund the planning, acquisition, design, and construction of much-needed basic water and wastewater infrastructure. The EDAP can also be used to pay for first-time service connections for homes in an area to be served by an EDAP project that meets additional federal low-income criteria.

In 1989 the 71

st Legislature passed comprehensive legislation

that established EDAP to be administered by the TWDB and established the Model Subdivision Rules (MSR) for the regulation of future residential subdivisions. These laws focused on two major goals: delivering water and wastewater services to meet the immediate health and safety concerns, and stopping the proliferation of sub-standard subdivisions through tougher enforcement of development standards.

The EDAP program provides financial assistance in the form of

a grant, or a combination grant/loan to disadvantaged political subdivisions, including cities, counties, water districts and non-profit water supply corporations. EDAP projects provide adequate water and wastewater to Texas residents without service and to those with existing systems that do not meet minimum state standards. Throughout its history, the EDAP has involved collaborative funding with state and federal agencies, such as the Environmental Protection Agency, the United States Department of Agriculture-Rural Development, the Texas Department of Agriculture, North American Development Bank, the Border Environmental Cooperation Commission, local governments including counties, cities, water and wastewater utilities, and non-profit groups.

Since September 1, 2012, the TWDB approved planning and design funding for two projects. Additionally, two projects completed construction.

Texas Water Development BoardSFY 2012 Clean Water State Revolving Fund

Intended Use PlanFundable Projects ListFirst Quarter SFY 2012

DisadvantagedSubsidized

Green(5) Mainstream Green(5) NPSSmall

Community

POTW (Sec. 212)1 1 D 102 Alba TX0022489 9459 WWTP Improvements PD 30% $149,060 Y $44,060 $105,000 $149,0601 2 D 100 DeKalb TX0069671 9466 Rehabilitate Treatment Plant PAD 30% $165,000 N1 3 D 93 Kerr County 9271 Center Point Wastewater System PADC 70% $14,108,500 Y $9,873,500 $4,235,000 $14,108,5001 4 M 90 Springtown TX0032646 9164 WWTP Upgrade PADC $3,575,000 Y $3,575,000 $3,575,0001 5 M 76 Houston TX0062201 9258 Collection Rehabilitation - Sims Bayou PADC $8,965,000 Y $8,965,0001 6 D 75 Ranger TX0118702 9126 Facultative Lagoon WWTP PADC 50% $4,407,500 Y $2,202,500 $2,205,000 $4,407,5001 7 D 71 La Grulla(6) 9432 Collection System Phases 3 & 4 ADC 70% $21,540,000 X1 8 M 71 Pinehurst TX0024171 9109 WWTP Diversion PAD $385,000 Y $385,000 $385,0001 9 D 86 McAllen TX0093106 9440 Sprague Sewer - Agua SUD Diversion PAD 30% $1,734,435 Y $519,435 $1,215,0001 10 M 70 Deport TX0054721 9471 WWTP Improvements PAD $115,000 X

1,2 11 M,D 70 Edgewood TX0023710 9458 WWTP Improvements PAD 30% $250,000 N1,2 12 M,D 70 Hidalgo Co MUD # 1 9438 New WWTP PADC 30% $2,406,098 Y $721,098 $1,685,000 $2,406,0981 13 M 70 Laredo(7) TX0085316 9204 South Laredo WWTP Expansion PDC $48,750,000 Y $48,750,0001 14 M 67 Maverick County 9166 Quemado WWTP PADC $1,670,000 X1 15 M 67 Nueces River Authority(8) 9430 Leakey Collection System PAD $780,000 N2 16 M 66 Anahuac(9) TX0033944 9364 Constructed Wetlands WWTP PA $880,000 X1 17 M 66 Houston TX0034924 9256 Collection Rehabilitation - Almeda Sims PADC $8,070,000 Y $8,070,0001 18 M 66 Houston TX0098191 9257 Collection Rehabilitation - Keegans Bayou PADC $5,380,000 Y $5,380,000

1,2 19 M,D 65 Brady TX0034312 9168 Two WWTPs & Reuse (212) PADC 50% $20,996,297 Y $2,331,297 $18,665,000 $20,996,2972 20 M 65 Brady(9) TX0034312 9170 Brady Lake Collection & Reuse PADC $8,970,000 N1 21 M 64 Laguna Madre WD TX0117072 9482 Manhole Rehabilitation PDC $785,000 X2 22 M 62 Laguna Madre WD(9) TX0117072 9455 Laguna Vista WWTP Reuse PDC $545,000 X1 23 M 61 Primera 9422 Collection System Extension PDC $3,270,000 X

24 61 Grand Prairie(10) 9446 Projects 20 & GP 10 DC $580,200 $85,200 $495,000 $568,0001 25 M 60 Kemp TX0023396 9469 WWTP Improvements PAD $155,000 X1 26 M 60 Omaha TX0071633 9122 WWTP Renovation PADC $3,020,000 X1 27 M 60 La Grulla 9433 New WWTP ADC $12,650,000 X1 28 M 60 West Tawakoni TX0064513 9369 WWTP Rehabilitation PADC $3,080,000 X

29 G 60 Gatesville(11) TX0024953 9165 Collection System Rehabilitation PDC $3,090,0001 30 M 60 Laredo(7) TX0025461 9207 Sewer Rehabilitation PDC $23,370,000 N1 31 M 57 Robert Lee TX0022942 9195 Irrigation Facilities & Lift Station PADC $1,750,000 N

32 57 Glen Rose(11) TX0033316 9444 WWTP Expansion PAD $695,00033 57 McAllen(10) TX0047449 9437 Effluent Reuse System PADC $7,956,600 $1,171,600 $6,785,000 $7,810,666

1 34 M 56 Nueces River Authority 9427 Leakey WWTP PAD $780,000 N1 35 M 56 Falls City TX0054771 9294 New WWTP PAD $645,000 X1 36 M 56 Menard TX0025712 9143 WWTP Replacement PAD $440,000 N1 37 M 55 Wolfe City TX0023558 9468 WWTP Improvements PAD $190,000 X1 38 M 55 Electra TX0026964 9121 Effluent Irrigation System PADC $1,750,000 X1 39 M 55 Cisco TX0053716 9234 Mechanical WWTP PD $540,000 Y $540,000 $540,0002 40 M 55 Mercedes TX0021547 9481 Effluent Reuse System PADC $1,313,829 Y $1,313,829 $858,8571 41 M 52 Maverick County 9167 Quemado Collection System PADC $1,790,000 X1 42 M 52 Rio Hondo TX0027782 9407 Collection System Expansion PADC $4,105,000 X1 43 M 52 Edcouch TX0057614 9355 Collection Extension & Upgrade PADC $3,610,000 Y $3,610,000 $3,610,0001 44 M 51 Blanco TX0054623 9483 Collection & Conveyance Facilities PAD $445,000 X1 45 M 50 Point TX0071579 9423 Chlorination Systems PADC $565,000 X1 46 M 50 Omaha TX0071633 9123 Collection System Rehabilitation PADC $2,070,000 X1 47 M 50 Cooper TX0027936 9246 Collection System Replacement PAD $430,000 Y $430,000 $430,0001 48 M 50 Mount Vernon TX0063096 9428 Collection System Renovation PADC $3,815,000 Y $3,815,000 $3,815,0001 49 M 50 New Boston TX0026018 9475 New WWTP PDC $4,450,000 Y $4,450,000 $4,450,0002 50 M 50 La Feria(9) 9487 Inflow/Infiltration Improvements PADC $4,690,000 X

51 50 Raymondville(12) TX0024546 9420 Collection System Replacement PADC $5,552,976 $5,552,976 $3,019,839 $5,552,97652 50 Mercedes(12) TX0021547 9434 Collection System Rehabilitation PADC $4,650,000 $4,650,000 $2,700,000

1 53 M 50 Grand Prairie 9266 Clay Pipe Replacement PADC $2,145,000 X1 54 M 47 Houston TX0063061 9255 Golden Glade Collection System PADC $4,820,000 Y $4,820,0001 55 M 45 Blanco TX0054623 9447 New WWTP PAD $700,000 X

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1 As of: December 1, 2011

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1 56 M 43 Vinton 9372 New Collection System PADC $19,620,000 N1 57 M 42 Alba TX0022489 9186 Collection Line Replacement PAD $35,000 X

58 G 42 Hico(11) TX0026590 9261 Reuse Project PD $485,0001 59 M 42 Sabine River Authority TX0054810 9477 Orange Co Jackson St Diversion PA $640,000 X2 60 M 42 Del Rio TX0053830 9275 Collection System Improvements PADC $48,750,000 Y $48,750,000 $48,750,0002 61 M 41 Center TX0076953 9359 New South WWTP PADC $3,190,000 Y $3,190,000 $3,190,0002 62 M 40 Cranfills Gap TX0122360 9357 Collection System Improvements PDC $105,000 X2 63 M 40 Cranfills Gap TX0122360 9358 WWTP Improvements PDC $375,000 X

64 40 Deport(13) TX0054721 9250 Collection System Improvements PAD $35,000 $35,000 $35,0002 65 M 40 Rogers TX0027103 9404 WWTP Upgrade PADC $460,000 X2 66 M 40 Blossom TX0075957 9449 Collection System Rehabilitation PAD $95,000 N2 67 M 40 Honey Grove TX0117951 9240 New Wastewater Lines PADC $220,000 N2 68 M 40 DeKalb TX0069671 9245 Collection System Rehabilitation PAD $545,000 X2 69 M 40 Mart TX0026051 9178 Wastewater treatment Plant Rehabilitation PDC $1,020,000 X

70 40 Mart(13) TX0026051 9229 Collection system rehabilitation to address I & I PDC $2,045,000 $2,045,000 $2,045,00071 40 Colorado City(11) 9137 Relief Interceptors PADC

2 72 M 40 Falfurrias 9296 Sewer Line Replacement PDC $1,525,000 X2 73 M 40 San Juan TX0057592 9399 Lift Station Rehabilitation PADC $5,060,000 Y $5,060,0002 74 M 40 Pharr TX0062219 9157 South Pharr Relief Lines DC $13,995,000 X2 75 M 40 Laredo TX0025461 9210 WWTP & LS Generators PAD $3,460,000 N2 76 M 36 Houston TX0096172 9260 Collection Rehabilitation - Citywide PADC $9,860,000 Y $9,860,0002 77 M 36 Houston TX0062995 9262 Collection Rehabilitation - Southwest PADC $18,375,000 Y $11,655,000 $11,655,000

78 35 Baird(12) TX0053384 9142 Lagoon WWTP & Irrigation PADC $3,605,000 $3,605,000 $3,600,000 $3,605,0002 79 M 35 Ingleside TX0020401 9147 New WWTP PAD $1,045,000 X

80 35 Greenville(11) TX0055611 9441 Sewer Rehabilitation PADC $4,080,0002 81 M 34 Harris Co FWSD # 1A TX0072834 9473 New Treatment Plant PD $265,000 X2 82 M 33 Ballinger TX0099759 9228 WWTP Rehabilitation & Expansion PDC $1,940,000 Y $1,940,000 $106,5762 83 M 33 Rio Grande City TX0068764 9414 Valle Rico & Westridge Collection PDC $1,595,000 Y $1,595,000 $1,595,0002 84 M 32 Cuney TX0112593 9273 Collection System Extension PADC $960,000 X2 85 M 32 Sabine River Authority TX0025500 9192 Orange Co FM 1006 WWTP PA $765,000 X2 86 M 31 Lower Valley WD 9452 Sewer System Improvements PADC $5,500,000 Y $5,500,000 $5,500,0002 87 M 30 Graford TX0104752 9270 WWTP Renovation PADC $385,000 Y $385,000 $385,0002 88 M 30 Refugio Co WCID # 1 TX0054101 9418 WWTP Renovation PDC $225,000 Y $225,000 $225,0002 89 M 30 Kemp TX0023396 9470 Collection System Improvements PAD $410,000 X2 90 M 30 Granger TX0071030 9445 Collection System Replacement PDC $800,000 Y $800,000 $800,0001 109 M 21 Rio Hondo(14) TX0027782 9410 West WWTP PADC $1,005,000 X1 147 M 11 Edcouch(14) TX0057614 9305 Mechanical WWTP PADC $11,965,000 Y $11,965,000 $11,965,0002 148 M 11 Center(14) TX0076953 9360 Conveyance Facilities PADC $2,035,000 Y $2,035,000

Subtotal, POTW (Sec. 212) 93 9 $430,215,495 $15,691,890 $1,256,800 $248,341,805 $18,663,938 $0 $154,175,431

NPS (Sec. 319)1 81 La Feria(6)(12) TX0128112 9435 NPS Constructed Wetlands PADC 50% $7,252,332 $1,181,110 $6,071,222 $7,252,332 $7,252,332 $7,252,332

1 2 N 81 La Feria TX0128112 9484 NPS Collection Improvements PADC $3,375,000 X1 3 N 71 Buda TX0057436 9280 Hillside Terrace Collection System PADC $5,600,000 N1 4 N 70 Brownsville TX0055484 9304 Collection - South Colonias PAD $245,000 Y $245,000 $245,0001 5 N 70 Brownsville TX0071340 9306 Collection - North Colonias PDC $2,035,000 Y $2,035,000 $2,035,0001 6 N 62 Paris* TX0027910 9461 Collection Extension PAD $45,000 N1 7 N 60 Buffalo Gap 9105 New Wastewater System PADC $4,400,000 X1 8 N 60 Blossom TX0075957 9454 Collection System Extension PAD $85,000 X2 9 N 54 Aqua WSC TX0127809 9293 Stony Point Collection System PDC $1,720,000 X2 10 N 50 Cooper TX0027936 9465 Neighborhood Collection System PAD $70,000 X2 11 N 50 Bonham TX0021814 9230 Lake Bonham Collection System PADC $4,840,000 Y $4,840,000 $4,840,000

12 44 Brady(14) TX0034312 9169 Two WWTPs & Reuse (NPS) PADC


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2 13 N 30 Deport TX0054721 9472 Collection Extension PAD $15,000 XSubtotal, NPS(Sec. 319) 13 1 $29,682,332 $1,181,110 $0 $13,191,222 $7,252,332 $14,372,332 $7,252,332

Grand Total 106 10 $459,897,827 $16,873,000 $1,256,800 $261,533,027 $25,916,270 $14,372,332 $161,427,763

Funds Available for SFY 2012 $16,873,000 $3,374,600 $304,752,400 $13,498,400 $22,750,000 $10,123,800% of Funds Encumbered 100% 37% 86% 192% 63% 1595%

(1)

(2) Phase(s): P = Planning, A = Acquisition, D = Design, C = Construction(3)

(4) The encumbered amount is based on the latest project priority list, application, or commitment amount available when the fundable projects list is published.(5) Projects with green component costs ≥30% of total project costs may receive principal forgiveness of 15% of total green component costs. Subsidized Green and Green Project Reserve amounts will be finalized at the time of commitment.(6) In accordance with section VIII.C. of the Intended Use Plan, the order of invitation for funding may limit the amount of funds available to the last entity invited for a specific funding option.(7) In accordance with section VIII.G. of the Intended Use Plan, the amount of funding available to an individual entity is limited to 15% ($48,750,000) of total funds available. (8) Project bypassed for Disadvantaged Community funding because the eligible phases were scheduled to receive funding under the SFY 2011 IUP.(9) Project bypassed for green project reserve consideration because entity declined to submit green project information worksheets.

(10) Green project review complete. Invitation will be extended in Round 3.(11) Project bypassed because the entity indicated it does not wish to pursue CWSRF funding.(12) Review of green project components and associated costs are in progress.(13) Project bypassed for green project reserve consideration because entity declined to submit green project information worksheets. Invitation will be extended in Round 3.(14) Project invited because it is considered integral to a higher-ranked project on the list.(15) Project bypassed because it is identical to a POTW project for which funding was previously offered.

Notes:Projects listed in priority order that are not represented on the Fundable Projects List are bypassed in order to fulfill capitalization grant requirements.* A portion of this project may be eligible for Disadvantaged Community funding, which will be determined during the application phase.Invitation Response Deadlines: Round 1 = September 26, 2011 and Round 2 = November 14, 2011.Application Deadlines: Round 1 = November 28, 2011 and Round 2 = January 17, 2012.

Invitation Category (Reason Invited): D = Disadvantaged, G = ≥30% Green, M = Mainstream, N = NPS

Invitation Response: Y = Accepted, N = Declined, X = No response. Projects that do not submit an invitation response form before the 30-day deadline are bypassed.


Office of the Governor Rick Perry - [Proclamation] Gov. Perry Again Renews Proclamation Extending Drought Emergency

http://governor.state.tx.us/news/proclamation/18013/#.UPc1LrZq6bg.email[1/16/2013 5:21:00 PM]

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Press Release Speech Editorial Noteworthy Appointment Proclamation Executive Order Legislative Multimedia Archive

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Friday, December 28, 2012 • Austin, Texas • Proclamation

Gov. Perry Again Renews ProclamationExtending Drought Emergency

TO ALL TO WHOM THESE PRESENTS SHALL COME:

I, RICK PERRY, Governor of the State of Texas, issued an Emergency DisasterProclamation on July 5, 2011, certifying that exceptional drought conditions posed athreat of imminent disaster in specified counties in Texas.

WHEREAS, record high temperatures, preceded by significantly low rainfall, haveresulted in declining reservoir and aquifer levels, threatening water supplies anddelivery systems in many parts of the state; and

WHEREAS, prolonged dry conditions continue to increase the threat of wildfire acrossmany portions of the state; and

WHEREAS, these drought conditions have reached historic levels and continue topose an imminent threat to public health, property and the economy; and

WHEREAS, this state of disaster includes the counties of Andrews, Archer,Armstrong,Austin, Bailey, Bandera, Bastrop, Baylor, Bee, Bell, Bexar, Blanco, Borden,Bosque, Bowie, Brazos, Briscoe, Brooks, Brown, Burleson, Burnet, Caldwell, Callahan,Cameron, Carson, Castro, Childress, Clay, Cochran, Coleman, Collin, Collingsworth,Colorado, Comal, Comanche, Concho, Cooke, Coryell, Cottle,Crockett, Crosby,Culberson, Dallam, Dallas, Dawson, Deaf Smith, Delta, Denton, Dewitt, Dickens,Donley, Duval, Eastland, Edwards, Ellis, El Paso, Erath, Falls, Fannin, Fayette, Fisher,Floyd, Foard, Freestone, Gaines, Garza, Gillespie, Goliad, Gonzales, Gray, Grayson,Grimes, Guadalupe, Hale, Hall, Hamilton, Hansford, Hardeman, Hartley, Haskell,Hays, Hemphill, Henderson, Hidalgo, Hill, Hockley, Hood, Hopkins, Hudspeth, Hunt,Hutchinson, Irion, Jack, Jackson, Jeff Davis, Jim Hogg, Jim Wells, Johnson, Jones,Karnes, Kaufman, Kendall, Kenedy, Kent, Kerr, Kimble, King, Kinney, Kleberg, Knox,Lamar, Lamb, Lampasas, Lavaca, Lee, Leon, Limestone, Lipscomb, Live Oak, Llano,Lubbock, Lynn, Mason, Maverick, McCulloch, Mclennan, McMullen, Medina,Menard,Milam, Mills, Mitchell, Montague, Moore, Motley, Navarro,Nolan, Nueces,Ochiltree,Oldham, Palo Pinto, Parker, Parmer, Potter, Presidio, Rains, Randall, Real,Red River, Refugio, Roberts, Robertson, Rockwall, San Patricio, San Saba,Schleicher, Scurry,Shackelford, Sherman, Somervell, Stan, Stephens, Stonewall,Sutton, Swisher, Tarrant, Taylor, Terry, Throckmorton, Tom Green, Travis, Tyler,Uvalde, Val Verde, Van Zandt, Washington, Webb, Wharton, Wheeler, Wichita,Wilbarger, Willacy, Williamson, Wilson, Wise, Yoakum, Young and Zapata.

THEREFORE, in accordance with the authority vested in me by Section 418.014 ofthe Texas Government Code, I do hereby renew the disaster proclamation and directthat all necessary measures, both public and private as authorized under Section418.017 of the code, be implemented to meet that threat.

As provided in Section 418.016 of the code, all rules and regulations that may inhibit

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RELATED NEWS December 13, 2012 • Austin, Texas • Appointment

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Gov. Perry Again Renews Proclamation Extending Drought Emergency

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Office of the Governor Rick Perry - [Proclamation] Gov. Perry Again Renews Proclamation Extending Drought Emergency

http://governor.state.tx.us/news/proclamation/18013/#.UPc1LrZq6bg.email[1/16/2013 5:21:00 PM]

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

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

IN TESTIMONY WHEREOF, I have hereunto signed my name and have officiallycaused the Seal of State to be affixed at my office in the City of Austin, Texas, this the28th day of December, 2012.

RICK PERRYGovernor of Texas

Contact the Governor's Office Employment Accessibility Site Policies Report Fraud Texas.gov TRAIL Search

Office of the Governor • P.O. Box 12428 • Austin, Texas 78711 • (512) 463-2000


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1.Please identify site acreage as listed in each of the following exhibits/documents.

Site Control: Site Plan: Appraisal: ESA:

Please provide an explanation of any discrepancies in site acreage below:

2.

The current owner of the Development Site is (If scattered site, & more than one owner, refer to Scattered Site Info. Tab.):

Entity Name Contact Name Date of Last Sale

Address City

Is the seller affiliated with the Applicant, Principal, sponsor, or any Development Team member?

If "Yes," please explain:

Did the seller acquire the property through foreclosure or deed in lieu of foreclosure?

Applicant or Applicant Representative Reminder:

Site Control is in the form of:X Contract for sale.

Recorded Warranty Deed with corresponding executed closing/settlement statement.

Contract for lease.

Expiration of Contract or Option: Anticipated Closing Date:

3.

Pursuant to §10.204(11) of the Uniform Multifamily Rules, a Title Commitment or Policy must be provided.

X

4.

Development qualifies for the boost for:

- Qualified Census tract

X Rural Development (Competitive HTC only)

- Development is Supportive Housing (Competitive HTC Only)

-

Site Information Form Part II

The difference is the drain area ditch. The net is the 5.89.

78596Zip

Weslaco1800 N. Texas Blvd

Green Valley Estates Partners, Ltd

State

107

6.523

Development meets the criteria for the Opportunity Index as identified in §11.9(c)(4) of the Qualified Allocation Plan (Competitive HTConly)

Development is non-Qualified Elderly not located in a QCT and is targeted under a Community Revitalization Plan. (Competitive HTConly)

A Title Commitment in the name of the Development Owner as the proposed insured and lists the seller or lessor as the current ownerof the Development Site.

Title Commitment/Policy

According to county records, the last transaction occurred between South Texas Economic Development Corporation, Inc. to Green Valley Estates Partners, LP on September 28, 1998. No other records are showing since then. No title changes within the past ten years. (Steven Nittler, Scroggin Appraisal Services)

A title policy that shows the ownership (or leasehold) of the Development Site is vested in the name of the Development Owner.

Site Acreage

30% increase in Eligible Basis "Boost" (9% and 4% HTC Only)

Yes

3/1/2014

Identify all of the sellers of the proposed Property for the 36 months prior to the first day of the Application Acceptance Period and theirrelationship, if any, to members of the Development Team:

12/31/2013

Self Score Total:

6.523

No

Site Control

the 100% member of both GPs is South Texas Economic Development Corporation, Inc.

TX

1998

5.89(net)

Beatriz Farias

X Site Control Documentation

X Title Commitment or Policy

Each of the HOME exhibits identified below (as applicable)

Confirm the following supporting documents are provided behind this exhibit.

Census data about the city where the proposed site will be located addressing the following: race/ethnicity of thepopulation, poverty, basic counts/population, housing and financial characteristics. Census data can be found atwww.census.gov. Documentation included the entire Census tract number for the proposed Development.

A statement confirming that travel time and cost via public transportation or private automobile, from the neighborhood toplaces of employment providing a range of jobs for lower-income workers, is not excessive. This is not applicable forDevelopments proposing to serve Elderly.

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

Site & Neighborhood Standards (New Construction HOME only)

Letters on company letterhead from local utility providers confirming the site has access to the following services: water andwastewater, sewer, electricity, garbage disposal and natural gas, if applicable.

Statement explaining how the Development will promote greater choice of housing opportunities and avoid undueconcentration of assisted persons in areas containing a high proportion of low-income persons.

HOW PAID

RECEIVED FROMADDRESS _

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Earnest Money Contract

THIS EARNEST MONEY CONTRACT ("this Contract") is made and entered onto by andbetween Green Valley Estates Partners, LTD., Texas ("Seller"), and Delta Apartments Housing, L,P' orassigns, a Texas Corporation ("Purchaser").

ARTICLE 1

SALE AND PURCHASE

1.1 Subject to the terms and provisions hereof, Seller agrees to sell to Purchaser,and Purchaser agrees to purchase from Seller, the following (collectively, the"Property"):

(a.) Land: Fee simple title to that certain parcel of land located in Edcouch, HidalgoCounty, Texas, known generally as the" Delta Estates Apartments" located at 300 Mile 2West, Edcouch, Hidalgo County, TX and being more particularly described in Exhibit Aattached hereto, together with any right, title and interest of the seller in and to (i) adjacentpublic streets, roads and right-of way, (ii) all minerals, oil gas and other hydrocarbonsubstances therein and (iii) any easements, rights-of-way or other rights appurtenantthereto or used in connection therewith (collectively, the "Land").

(b) Improvements: All improvements, structures and fixtures located on theLand, including, without limitation, all buildings, parking lots, and infrastructure on the Land(all of the foregoing being collectively referred to as the "Improvements").

(c) Personal Property: All machinery, equipment, fixtures signage and otherpersonal property of every kind character owned by Seller and located upon and used inconnection with the Land or the Improvements.

(d) Intangible Property: All intangible property (the "Intangible Property") nowand hereafter owned and held by Seller in connection with the Land, Improvements, thePersonal Property, or any business or businesses conducted on the Land or with the usethereof (to the extent the same exists, is in the possession and control of Seller and isassignable or transferable), including, but not limited to:

(i) the owners interest under all contracts and contract rights, includingwithout limitation, any management, maintenance, service, or supplycontracts and agreements;

(ii) the lessor's interest under all rental agreements and leases covering all orany part of the Property (the "Leases") and all security deposits held bySeller as of the closing pursuant to the Leases;

(iii) all licenses, permits, applications, authorizations, certificates of occupancy,and other governmental approvals relating to the Property and theoperation thereof (collectively, the Permits");

(iv) all environmental reports and studies, preliminary and as built plans andspecifications and floor plans and studies owned by and in Seller'spossession or control which relates to the Property (collectively, the "Plansand Studies");

Article 2

CONSIDERATION FOR CONVEYANCE AND FINANCING

2.1 The purchase price ("Purchase Price") for the property is one million, sixhundred thousand dollars ($1,600,000.00), payable at closing.

Article 3

Earnest Money

3.1 Upon full execution hereof, Purchaser shall pay to Seller the sum of one hundredand no/100 dollars ($100) as consideration for the execution hereof, which sum shall benonrefundable to Purchaser and in no event shall be applied against the Purchase Price.Further, as a condition precedent to sustaining this Contract, Purchaser shall have three (3)business days following the execution hereof by Seller and Purchaser to deliver cash amountof one hundred ($100) to the Valley Land Title Company (hereinafter defined) as earnestmoney ("Earnest Money"). In the event purchaser fails to deposit the Earnest Money withinthe time prescribed herein, this contract shall automatically terminate and the parties hereto shall obligations hereunder except as provided herein. In the event this Contract is closed,then the Title Company shall disburse the Earnest Money in the manner provided forelsewhere herein.

3.2 Seller and Purchaser hereby authorize and direct the Title Company to invest theEarnest Money locally in such manner as Purchaser may reasonably direct, providedhowever, the Title Company shall invest the Earnest Money only in such a manner as willallow the Title Company to be in position to disburse the Earnest Money as herein providedupon two (2) days notice. Any interest or other income accruing from the Earnest Moneyshall become a part of the Earnest Money and shall be disbursed together with and to theparty entitled to the Earnest Money. All interest earned shall be reported to the InternalRevenue Service under Purchaser's U.S. taxpayer identification number.

Article 4

AS 15. WHERE IS

4.1 PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THATPURCHASER HAS OR WILL HAVE, PRIOR TO THE END OF THE FEASIBILITY PERIOD.ACCESS TO THE PROPERTY TO THE EXTENT DEEMED NECESSARY TO THE PURCHASER INORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY.PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER ISRELYING SOLELY UPON THE INSPECTION, EXAMINATION AND EVALUATION OF THEPROPERTY BY PURCHASER IS PURCHASING THE PROPERTY ON AN "AS IS", "WHERE IS"AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION (OTHER THAN THELIMITED REPRESENTATIONS SET FORTH HEREIN), WARRANTIES OR COVENANTS,EXPRESS OR IMPLIED, OF ANY KIND OF NATURE, PROVIDED, HOWEVER, NOTHINGCONTAINED IN THIS SECTION 4.1 SHALL LIMIT THE WARRANTIES SET FORTH IN THEDEED (hereinafter defined) TO BE DELIVERED FROM SELLER TO PURCHASER AT THECLOSING, PURSUANT TO SECTION 9.2 HEREOF, TO THE EXPRESS INTENTION OFPURCHASER AND SELLER IS THAT PURCHASER SHALL PURCHASE THE PROPERTY FROMSELLER WITHOUT ANY REPRESENTATIONS (OTHER THAN THE LIMITEDREPRESENTATIONS SET FORTH HEREIN AND IN THE DEED), WARRANTIES ANDCOVENANTS, WHETHER EXPRESSED OR IMPLIED, WHICH MAY HAVE BEEN MADE ORGIVEN, BY SELLER. IN ADDITION PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND

AGREES THAT SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN BEACCOMPLISHED THROUGH PURCHASER'S OR SELLER'S EFFORTS WITH REGARD TO THEPLANNING, PLATTING OR ZONING PROCESS TO THE CITY OF PENITAS, HIDALGO COUNTY,OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS OR ENTITIESWITHOUT LIMITING THE GENERALITIES OF THE FOREGOING, PURCHASER HEREBYFURTHER ACKNOWLEDGES THE WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE ARE EXCLUDED FROM THE TRANSACTION CONTEMPLATEDHEREBY, AS ARE ANY WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGEOF TRADE, AND THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANTTHAT THE PROPERTY OR THE PROJECT NOW OR IN THE FUTURE WILL MEET OR COMPLYWITH THE REQUIREMENTS OF ANY HEALTH, ENVIRONMENTAL OR SAFETY CODE ORREGULATION OF THE STATE OF TEXAS, THE CITY OF PENITAS, THE COUNTY OF HIDALGO,OR ANY OTHER AUTHORITY OR JURISDICTION. WITHOUT LIMITING THE GENERALITY OFTHE FOREGOING, IN THE EVENT PURCHASER ACTUALLY TAKES TITLE TO THE PROPERTY,PURCHASER HEREBY ASSUMES ALL RISK AND AGREES THAT SELLER SHALL NOT BELIABLE TO PURCHASER, ITS SUCCESSORS AND ASSIGNS FOR A SPECIAL DIRECT, INDIRECT,CONSEQUENTIAL OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TOTHE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATIONOF THE PROPERTY ACCURING ON OR AFTER THE CLOSING DATE.

Article 5

SURVEY AND TITLE POLICY

5.1 Within ten (10) days from the Effective Date (hereinafter defined) Seller, atSeller's sole cost and expense as provided below, shall deliver, or cause to be delivered toPurchaser a current on the ground as-built survey ("Survey") of the Property, containing adescription of the Property that is prepared by a Registered Professional Land Surveyor.The survey shall be sufficient to permit the Title Company, at Purchaser's sole option andexpense, to modify the standard printed exception in the Owner's Title Policy (hereinafterdefined) pertaining to discrepancies in areas or boundary lines, encroachments, overlappingof improvements, or similar matters (herein called the "Survey Exception"). Seller shallinstruct the surveyor to show on the Survey all easements and applicable FEMA maps.

5.2 Within twenty (20) days from the Effective Date of this Contract, Seller shallfurnish to Purchaser a current commitment ("Title Commitment") for the issuance of anOwner's Title Policy to the Purchaser from Valley Land Title Company, 2300 West Pike Blvd.,Suite 104, Weslaco, Texas Attn: Zulema Ochoa (the Title Company) from an underwriterreasonable acceptable to Purchaser, together wi th legible copies of all documentsconstituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shallhave twenty (20) days from the last to be delivered of the Survey, Title Commitment asconditions or exceptions to title to the property, in which to review such items and to deliverto Seller in writing such obligations as Purchaser may have to anything contained or setforth in the Title Commitment, title exception documents or Survey. Any items to whichPurchaser does not object within such period shall be deemed to be permitted exceptions(the "Permitted Exceptions"). In the event that Purchaser timely objects to any mattercontained in the Title Commitment, title exception documents and/or the Survey ashereinabove provided, Seller shall have a reasonable period of time, not to exceed ten (10)days, after the receipt of Purchaser's objections within which Seller may attempt, at Seller'soption, to cure such objections specified as aforesaid by Purchaser, provided, however, Sellershall be under no obligation to incur any costs whatsoever in connection with such cure. Inthe event Seller has been unable or unwilling to cure any such objection as aforesaid withinsuch reasonable period of time not to exceed ten (10) days, then, and in such event,Purchaser may, at its option, either terminate this contract (Whereupon the Earnest Money

shall be immediately returned to the Purchaser) or Purchaser may waive any such objectionand the transaction contemplated hereby shall be consummated as provided herein.

5.3 At closing, Seller shall furnish the Purchaser, at Seller's sole cost and expenseexcept as set forth in Section 5.1 with as Owner's Policy of Title Insurance (the "Owner'sTitle Policy") issued by the Title Company in the standard form in use in the State of Texas,insuring good and indefeasible title to the Property in the Purchaser, subject only to theExisting Deed of Trust and the Permitted Exceptions and the standard printed exceptions,except:

(a) the exception relating to restrictions against the property shall either be deletedor reflect such restrictions as may be included in the Permitted Exceptions;

(b) the exception relating to ad valorem taxes shall except only to taxes owing forthe current and subsequent years and subsequent assessments for prior years dueto change in last use:

(c) there shall be no general exception for "parties in possession" but there shall bean exception for "The right of tenant, as tenants only, under existing leaseagreements";

(d) there shall be no exception for any lien for service, labor or material heretoforeor hereafter provided, imposed by law and not shown by the public records; and

(e) there shall be no general exception for visible and apparent easements of roadsand highways or similar items (with any such exception specifically referenced to,and shown on, the Survey and also identified by any applicable recording data).

5.4 Within ten (10) days from the Effective Date of this Contract, Seller shall, atSeller's sole cost and expense, deliver to Purchaser, to the extent available to Seller. Copies ofthe following:

(a) contracts and agreements affecting the Property and/or services relating tooperation of the Property (the "Agreements");

(b) tax statements covering the Property for 2011 - 2012

(c) a copy of Seller's existing environmental report, if any; and

(d) true and correct copies of the Underlying Loan Documents.

SELLER, TO OUR KNOWLEDGE, EXPRESSLY MAKES AFFIRMATIVE REPRESENTATION ANDWARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THEAFOREMENTIONED INFORMATION FURNISHED TO PURCHASER AND FURTHER,PURCHASER HEREBY AGREES THAT SUCH INFORMATION SHALL BE PROVIDED ON THISBASIS HOWEVER SELLER SHALL HAVE NO OBLIGATION TO COMPILE SUCH DATA ORREPORTS.

Article 6

INSPECTION, AUDIT AND FINANCING

6.1 Purchaser, at Purchaser's sole cost and expense, shall have through and until5:00 p.m., Edcouch, Texas, time on the fifteenth (15th) day following the date the Purchaser

has received the Title Commitment, the Survey, and the items described in Section 5.5 (the"Inspection Period"), within which to conduct any and all engineering, economic, feasibilityand other studies of the Property which Purchaser may, at Purchaser's reasonablediscretion, deem necessary or helpful to determine whether or not the Property is suitablefor Purchaser's intended use; PROVIDED, HOWEVER, IN NO EVENT SHALL THE INSPECTIONPERIOD EXTEND BEYOND 5:00 P.M., EDCOUCH, TEXAS TIME ON March 1, 2013. Upon noless than 24 hours prior notice to Seller, Purchaser's representative may enter upon theProperty for the purpose of conducting any reasonable studies or tests, including, butwithout limitation, structural tests, conducting engineering, economical feasibility and otherstudies; provided, however, Purchaser shall and does hereby indemnify and of damage thatSeller may suffer or incur or that may be threatened against by Seller or the Property as aresult of such claims or activities and (i) mechanic's liens or claims that may be filed on oractivities and (ii) mechanic's liens or claims that may be filed on or asserted against theProperty by contractors, subcontractors or materialmen performing such work forPurchaser; Seller agrees to notify Purchaser of the pendency of any such claims,costs, expenses or threats and allow Purchaser to pay, defend or settle same as longas all of the same are finally settled or discharged within ninety (90) days after thesooner to occur of (i) the Closing Date or (ii) expiration or termination of this contract, asapplicable. All such inspections shall be conducted during normal business hours; Sellermay require that a representative of Seller accompany Purchaser's representatives on alltests and inspections. Subject to Section 12.1 hereof, in making any inspection hereunder,Purchaser will treat, and will cause any representative of Purchaser to treat, all informationobtained by Purchaser pursuant to the terms of this Contract as strictly confidential.Further, Purchaser shall, immediately upon receipt of same, deliver to Seller copies of anyand all reports, studies and tests prepared by or for Purchaser, including, but withoutlimitation, soil tests, serial photographs, topographical information, environmental reports,structural tests, engineering and economic feasibility studies, and other similar preliminarywork and/or studies obtained by Purchaser ("Purchaser's Inspection Items").

6.2 In the event Purchaser shall notify Seller in writing on or before the expiration ofthe Inspection Period, that Purchaser, for any reason whatsoever, does not desire toconsummate this Contract, then, and in such event, this Contract shall, ipso facto terminate,whereupon the Earnest Money shall be immediately returned to the Purchaser by the TitleCompany and the parties hereto shall have no further obligations to the other hereunderexcept as expressly provided herein. Absent Purchaser's timely written notice to Seller ofPurchaser's election to do terminate this Contract Pursuant of Article 6, and shall proceed toClosing hereunder.

Article 7

CONDEMNATION. ASSESMENTS AND RISK OF LOSS

7.1 Risk of loss, destruction or damage to the Property of any portion thereof, fromany and all causes whatsoever until consummation of the Closing shall be borne by Seller. Inthe event that prior to the date of Closing any portion of the Property which is not materialto the use of the remainder, shall be damaged by fire or other casualty. or condemned ortaken by eminent domain by any authority, then in such case, this Contract shall notterminate, but shall remain in full force and effect, and Seller shall assign or pay to Purchaserat Closing, Seller's interest in and to any insurance proceeds, condemnation award orproceeds from any such proceedings or actions in lieu thereof. In the event of damage by fireor other casualty or by taking condemnation or similar proceedings or actions of all of theProperty, or any portion of the Property which is material to the use of the remainder,Purchaser shall have the option to terminate the Contract upon written notice to Sellerwithin ten (10) days after Purchaser receives notice of the casualty or taking, in which eventthe Earnest Money and all earnings thereon shall be promptly refunded by the TitleCompany to Purchaser, and neither Purchaser nor Seller shall have any further right orobligation hereunder except as expressly set forth herein. Should Purchaser elect not totimely exercise its option as provided hereunder, then the Contract shall remain in full forceand effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to allinsurance proceeds, condemnation awards of proceeds from any such proceedings oractions in lieu thereof. As used in this section, a casualty or condemnation affects more thatten percent (10%) of the Property (in value).

Article 8

SELLER'S REPRESENTATION

8.1 Seller makes the following representations and warranties to Purchaser, as ofthe date of this Contract and as of the Closing Date:

(a) Title. Seller owns good and indefeasible title to the Property, subject to theUnderlying Deed of Trust and the Permitted Exceptions and such other matters as may bereflected in the Title Commitment and/or a current survey. Seller is duly organized andvalidly existing under the laws of the state of its organization and has all requisite power andauthority to enter into and perform this Contract. Each person executing this Contract, theDeed and all other Closing documents on behalf of Seller represents and warrants thathe/she has all requisite authority to do so.

(b) Foreign Investor Disclaimer: Seller is not a "foreign person", as such item isdefined in Section 1445 of the Internal Revenue Code of 1986, as amended, and theregulations promulgated thereunder ("Code"), and the sale of the Property is not subject tothe federal income tax withholding requirements of such section of the Code.

(c) Pending Actions: To the best actual knowledge of Seller on the date hereof, thereare not current, pending or threatened lawsuits, condemnation action, or specialassessments with respect to the Property.

Subsection 8.1 (a) and (b) shall survive the Closing; subsection 8.1 (c) shall survive for aperiod of one year following Closing.

Article 9

CLOSING

9.1 The Closing (the 'Closing") hereunder at 10:00 o'clock a.m., Edcouch, Texas time,at the offices of the Title Company. The date of closing (the "Closing Date") shall be byDecember 31, 2013. Purchaser shall have the unconditional right to extend any closingperiod of sixty (60) days by depositing $100 with the Title Company as additional earnestmoney. In no event shall the closing be extended beyond March 1,2014.

9.2 At the Closing, Seller shall deliver or cause to be delivered to Purchaser, atSeller's sole cost and expense, each of the following items dated as of the Closing Date:

(a) a Special Warranty Deed (the "Deed") duly executed and acknowledged bySeller, and in form of recording, conveying good and indefeasible title in the Property toPurchaser, subject only to the title exceptions (described in terms reasonably acceptable toPurchaser and Seller) which are the Permitted Exceptions;

(b) the Owner's Title Policy in the form specified in Section 5.3 hereof (or the TitleCompany's commitment to issue same promptly following the Closing);

(c) a Certification as to Non- Foreign Status of Seller;

(d) an affidavit regarding unpaid debts and liens pertaining to the Propertyexecuted by Seller;

(e) a bill of sale (the "Bill of Sale") covering the Personal Property

(f) an assignment (the "Intangible Assignment") in favor of Purchaser of theIntangible Property;

(g) written notice to each tenant under the Leases in accordance with §92.105 (b)of the Texas Property Code (the "Tenant Notice Letters");

(h) such evidence or documents as may reasonably be required by the Purchaser orthe Title Company evidencing the status and capacity of the Seller and the authority of theperson or persons who are executing the various documents on behalf of the sale of theProperty; and

(i) all additional documents and instruments as in the mutual and reasonableopinion of the Seller's and Purchaser's counsel are reasonably necessary to the properconsummation of this transaction.

9.3 At the Closing, Purchaser, at Purchaser's sole cost and expense, shall deliver, orcause to be delivered, the following items:

(a) the Cash Amount;

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(b) execute and deliver to Seller the Second Lien Note and the Second Lien Deed ofTrust;

(c) an original counterpart of the Deed, the Bill of Sale and the IntangibleAssignment;

(d) a Mortgagees Policy of Title Insurance (or the Title Company's commitment toissue same promptly following Closing), at Purchaser's sole expense, containing the sameexception as in Schedule B of the Owner's Title Policy except the exception for taxes shallalso be endorsed "not yet due and payable";

(e) a current original Certificate of Insurance in favor of Seller showing Seller as amortgagee and additional insured and indicating coverage by an insurance companyreasonably acceptable to Seller, and containing a covenant to provide 30-days written noticeto Seller of any termination, cancellation, expiration or modification;

(f) original counterparts of the Tenant Notice Letters;

(g) such evidence or documents as may reasonably be required by Seller or the TitleCompany evidencing the status and capacity of Purchaser and the authority or the person orpersons who are executing the various documents on behalf of the Purchaser in connectionwith the sale of the Property; and

(h) all additional documents and instruments as in the mutual and reasonablenecessary to the proper consummation of this transaction.

9.4 At the Closing, ad velorum taxes for the Property for the current calendar yearshall be prorated to the Closing Date, and Seller shall pay to the Purchaser in cash at Closing,Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be basedupon taxes actually assessed for the current calendar year. If, for any reason, ad velorumtaxes for the current calendar year have not been assessed on the Property, such pro-rationshall be estimated based upon ad velorum taxes for the immediately preceding calendar yearsuch pro-ration shall be final. Purchaser shall be responsible for all special assessmentsassessed against the Property subsequent to the Closing Date for the land use changes orchanges in ownership resulting after the sale of the Property pursuant to this Contract.

9.S In connection with the Underlying Loan Documents, Seller shall receive in cashfrom Purchaser by Seller at the Closing, subject only to the Permitted Exceptions.

9.6 In connection with the Underlying Loan Documents, Seller shall receive in cashfrom Puchaser an amount equal to the balance at Closing of all capital reserve, tax, insurance,replacement, and other escrows held by Lender or any other party in connection with theUnderlying Loan Documents; Seller shall assign to Purchaser its interest in all such escrows.

9.7 Except as otherwise provided herein, all costs and expenses in connection withthe transaction contemplated by the Contract shall be borne by Seller and Purchaser in themanner in which such costs and expenses are customarily allocated between the parties atclosings of real property similar to the Property in the area in which the Property issituated.

Article 10

REAL ESTATE COMMISSION

10.1 Each party hereto represents and warrants to the other party that it has notemployed any broker or finder in connection with the transaction contemplated by thisContract. Except as expressly set forth in the immediately preceding sentences each partyhereto hereby agrees to indemnify and holds the other harmless against and from claims,costs, fees, expenses, and liabilities in connection with claims to fees, commissions or othercompensation by any other broker or finder allegedly employed by such party or arisingfrom such party's own acts, commitments or agreements. This Section 10.1 shall bePurchaser's sole remedies.

Article 11

REMEDIES ON DEFAULT

11.1 In the event all conditions of this Contract are satisfied by Purchaser (ifPurchaser's obligation) or waived and in the event all covenants and agreements to beperformed by Purchaser prior to Closing are fully performed, and in the event thatperformance of this Contract is tendered by Purchaser and the sale is not consummatedthrough default on the part of the Seller on the Closing Date, then Purchaser shall be entitledto either (i) enforce specific performance hereunder; or (ii) terminate this Contract andreceive full refund of the Earnest Money. The remedies set forth in this Section 11.1 shall bePurchaser's sole remedies.

11.2 Provided Seller is not in default under the Contract and in the event ofPurchaser's default hereunder, Purchaser shall immediately deliver to Seller copies of all ofPurchaser's Inspection Items. Further, the Earnest Money shall be paid to Seller by the TitleCompany as liquidated damages, due to the difficulty and inconvenience of ascertaining andmeasuring actual damages, and the uncertainty thereof; and no other damages, rights orremedies shall in any case be collectable, enforceable or available to Seller other than in thisArticle 11, but Seller shall accept said cash payment as Seller's total damages and relief. Theremedy set forth in this Section 11.2 shall be Seller's sole remedy. Miscellaneous

Article 12

MISCELLANEOUS

12.1 Seller, Purchaser, Broker and Title Company agree not to cause any publicannouncements to be made of the execution of this Contract and further agree not to discussto any party the Purchase Price payable hereunder until after Closing. Seller, Purchaser andBroker further agree not to disclose the execution and delivery of this Contract.Notwithstanding the foregoing, Seller, Purchaser, Broker or Title Company may disclose anyaspect of this transaction to any of its representatives, agents, officers and governmentalagency, or any officer thereof, upon proper request thereof, where required, in accordancewith applicable law.

12.2 Any notice or communication required or permitted hereunder shall be givenin writing, sent by (a) personal delivery (provided that such delivery is confirmed by thecourier delivery service), Or (b) expedited delivery is confirmed by the courier delivery, or(c) expedited delivery with proof of delivery, or (d) United States Mail, postage prepaid,registered or certified mail, or (e) prepaid telegram or telex (provided that such telegram or

telex is confirmed by expedited delivery service or by mail in the manner previouslydescribed), addressed as follows:

If to Seller: Green Valley Estates Partners, LTD.Attn.: Beatriz Farias1800 N. TexasWeslaco, Texas 78596-0000Fax: 956-969-5863Phone:956-969-586)

With Copy to:

And a Further Copy to:If to Purchaser: Delta Apartments Housing, L.P.

Assigns Attn: Beatriz Farias1800 N. TexasWeslaco, Texas 78596-0000Fax: 956-969-5863Phone: 956-969-5865

With a Copy to: Andrew Johnson, AttorneyJohnson Radcliffe Petrov & Bobbitt PLLC1001 McKinney Street, Suite 1000Houston, Texas 77002-6424Fax: 713-237-1313Phone: 713-237-1221

Or in such other addresses or to the attention of such other person as hereafter shall be designated inwriting by the application party sent in accordance herewith. Any such notice or communicationshall be deemed to have been given either at the time of personal delivery or, in the case of deliveryservice or certified or registered mail, as of the date of deposit or delivery to the United States mail orexpedited delivery service in the manner provided herein, or in the case of telegram or telex, uponreceipt. Any notice required by this Contract or in any way related to the transaction contracted forherein, shall be void and of no effect unless given in accordance with the provisions of this Section12.2. Either party hereto may change the address for notice specified above by giving the other partyten (10) days advance notice of such change of address.

12.3 For purposes of determining the time for performance of various obligations the time forperformance of various obligations under this Contract, the "Effective Date" of this Contract shall bethe later of the date this Contract is executed by Seller or Purchaser.

12.4 Specifically excepting Sections 4.1, 5.3, 5.5, 6.1, 8.1 (as indicated herein) 10.1 and 12.16hereof and the warranties contained in the Deed, any other representation, warranty, covenant oragreement of either party to this Contract whether to be performed before or after the time Closingshall survive the Closing, but rather shall be deemed to be merged into and waived by the instrumentof Closing.

12.5 This Contract shall be binding upon and inured to the benefit of the parties and theirrespective heirs, legal representatives, and permitted successors and assigns. The rights ofPurchaser under this Contract are assignable without prior written consent of Seller.

12.6 THE OBLIGATIONS OF THE PARTIES HERETO ARE AND SHALL BE PERFORMABLE INHIDALGO COUNTY, TEXAS. THIS CONTRACT SHALL BE CONSTRUCTED AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. Where required for proper

interpretation, words in the singular shall include the plural; the masculine gender shall include theneuter and the feminine, and vice versa. The term "heirs, executors, administrators and assigns"shall include "successors, legal representation and assigns".

12.7 This Contract may not be modified or amended, except by an agreement in writing signedby Seller and Purchaser. The parties may waive any of the conditions contained herein or any of theobligations of the other party hereunder, but any such waiver shall be effective only if in writing andsigned by the party waiving such conditions or obligations.

12.8 Each person executing this Contract warrants and represents that he is fully authorized todo so.

12.9 Time is of the essence of this Contract.

12.10 In the event it becomes necessary for either party hereto to file a suit to enforce thisContract or any provisions contained herein, the party prevailing in such action shall be entitled torecover, in addition to all other remedies or damages, reasonable attorney's fees incurred in suchsuit.

12.11 The descriptive headings of the several Articles, Sections and Paragraphs containedherein, the party prevailing in such action shall be entitled to recover, in addition to all otherremedies or damages, reasonable attorney's fees incurred in such suit.

12.12 This Contract, including the Exhibits hereto, constitutes the entire agreement among theparties pertaining to the subject matter hereof and supersedes all prior and contemporaneousagreements and understandings of the parties in connection therewith. No representation, warranty,covenant, agreement or condition not expressed in this Contract shall be binding upon the partieshereto shall affect or be effective to interpret, change or restrict the provisions of this Contract. TheHousing Authority of the County of Hidalgo Texas or its non-profit affiliate shall have the first right tobe the GP in the partnership. Delta Estates Housing, L.P., in the event of 2013 tax credits are awardedto the development at 300 South Mile 2 West, Edcouch, TX, so long as the development is exemptfrom property taxes and subject to a satisfactory PILOT agreement underwritten by the tax creditinvestors and bond buyer to their sole and exclusive satisfaction.

12.13 Should the calculation of any of the various time periods provided for herein result in anobligation becoming due on a Saturday, Sunday or legal holiday, then the date due of such obligationor schedule time of occurrence of such event shall be delayed until the next business day.

12.14 Seller and Purchaser hereby acknowledge that neither this Contract nor anymemorandum or affidavit thereof shall be recorded of public record in Hidalgo County, Texas or anyother County in Texas. Should Purchaser ever record or attempt to record this Contract, or amemorandum or affidavit thereof, or any similar document, then, notwithstanding anything herein tothe contrary, said recordation or attempt at recordation shall constitute a default by Purchaserhereunder, and, in addition to the other remedies provided for herein, Seller shall have the expressright to terminate this Contract by filing a notice of termination in the proper place for said filing.Except, however, if Purchaser has fully performed under the terms of this Contract, includingpayment of all sums and execution of all documents required for Closing, and Seller refuses to soperform, Purchaser may file a memorandum or affidavit thereof without this Contract beingterminated.

12.15 Numerous copies of this Contract have been executed by the parties hereto. Each suchexecuted copy shall have the full force and effect of an original executed instrument.

12.16 Purchaser waives all rights, remedies, claims, demands and causes of action based uponor related to the Texas Deceptive Trade Practice - Consumer Protection Act as described in Section14.41 et. Seq. of the Texas Business & Commerce Code, as the same pertains or may pertain to theProperty, the sale of the Property, the maximum extent that such rights, ete. may lawfully andeffectively be waived. In furtherance of this waiver, Purchaser legal counsel in connection with thesame negotiation, execution and delivery of this Contract and (b) Purchaser does not consider itselfto be in a significantly disparate bargaining with respect to this Contract.

12.17 The Contract is being signed by Purchaser on January Jj, 2013, and as such is an offer tobuy on the terms described. If Seller does not sign this Contract and return one (1) fully executedcopy to Purchaser by januaryt292013, this offer to sell shall be withdrawn.

12.18 Special Conditions - The application for Housing Tax Credits from the Texas Departmentof Housing and Community Affairs for the Delta Estates Apartments has to be approved for funding intheir july 31, 2013 Board Meeting.

EXECUTED on thisrll!L day of january, 2013, by Seller.

SELLER

Green Valley Estates Partners, LTD.

BY:~~~

Name: Beatriz Farias

Title: President

EXECUTED on this~ Q day of January, 2013, by Purchaser.

Purchaser


Name: Beatriz Farias

Title: Signatory

The Contract, ~o~ether Vl4th th~ Purchaser's Earnest Mo~ey, has been r~ceived by the TitleCompany on this~ day of .,n.\ I...-W''f. ' 2013, and by execution hereof the TItle Company herebycovenants and agrees to be bound by the terms of this Contract.

VALLEYLAND TITLE COMPANYBy:hf /Jaftv.-

EXHIBIT lALEGAL DESCRIPTION

OF LAND

4. LEGAL DESCRIPTION OF LAND

A ~.523 acre tract of land, more or less, b~ing the south6.523 acre of the East 15.00 acres of Farm Tract 2161North Capisall0 District '

8ubd1vision All por ~por pl.~ theroor recor~Q~ in VoIumQ 2, Page 7,K«p Rftco.rdQ, HidlJ...l.go COWlty," TOXI1D, arid bQing .a~ partic::u1«rlyd6BCr~Qd by mu~OD anu bo~dQ aa rollowa;

BEaINNDlO I1t tll850u"VlQAot:. coime r]file 2 JfQliH:;

Southoast corner af Baid r~TrAc::t Z161 for Cb~of Chis" tract; lfud poi.nc being C!ll t:ho cent;erli.ne of

fHENCE Woot at 20.00 fQot tho WeBt rigbc o~ wily of lia1.d ]filo ;i WOBt:, inall " d.iotlUlce of 495.00· foot z o • poine zos: tin« BouVIverrt COrlHlr ofthiJJ tract:./

THENCE North At 46.00 feet t:bQ Korth ling of A Hidalgo CountyIrrigation" PiJilfricn:. No. 9 Dntin DJ..talJ ElUIeDfont:., J..n l1.l.l a di.Ilt:.IUlCOof574.00 ~eet to a point for tho NortnvQIlt corner of thiB tract;

Tl1ENCE B4f1t:. at. -475.00· foot Uti JlQSlt rJ..ght of way .linG or J!iJ.Q 2 WaBe,in sLl: IIdi.at:.4.1Joe or 495.00 fest to 4 point for taQ NorciJeut. corner ofthirr CrlJc::t/ Sl4.ld point being Oll t:ho oetit.ox Lisx« of Ki.lo 2 flturt:/

THENCE Bou-th along574.00 feet to t:bQland, mora or leB~.

tho conterlinQ of Baid KJ..l9 2 lIont: a di.st:~ao orPLACE OF BEC1I711iINO and contliini.ng 6 .523 aC~QB or

COMMITMENT FOR TITLE INSURANCE

Issued By

Chicago Title Insurance Company

SCHEDULE A

Effective Date: January 30, 2013, 5:00 pm GF No. 132896

Commitment No. _______________________, issued February 7, 2013, 04:48 pm

1. The policy or policies to be issued are:

(a) OWNER'S POLICY OF TITLE INSURANCE (Form T-1)(Not applicable for improved one-to-four family residential real estate)Policy Amount: $1,600,000.00PROPOSED INSURED: Delta Apartments Housing, LP

(b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE- ONE-TO-FOUR FAMILY RESIDENCES (Form T-1R)Policy Amount:PROPOSED INSURED:

(c) LOAN POLICY OF TITLE INSURANCE (Form T-2)

Policy Amount:

PROPOSED INSURED:

Proposed Borrower:

(d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R)Policy Amount:PROPOSED INSURED:Proposed Borrower:

(e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13)Binder Amount:PROPOSED INSURED:Proposed Borrower:

(f) OTHERPolicy Amount:PROPOSED INSURED:

2. The interest in the land covered by this Commitment is: Fee Simple

3. Record title to the land on the Effective Date appears to be vested in:Green Valley Estates Partners, LTD., a Texas Limited Partnership

4. Legal description of the land:A 6.523 acre tract of land, more or less, being the South 6.523 acres of the East 15.00 acres of Farm Tract 2161, NORTH CAPISALLO DISTRICT SUBDIVISION Hidalgo County, Texas, according to the map recorded in Volume 2, Pages 7-15, Map Records in the Office of the County Clerk of Hidalgo County, Texas, reference to which is here made for all purposes, and said 13.543 acre tract being more particularly described by metes and bounds as follows:

Beginning at the Southeast corner of said Farm Tract 2161 for the Southeast corner of this tract; said point being on the centerline of Mile 2 West;

Thence, West at 20.00 feet the West right-of-way of said Mile 2 West, in all a distance of 495.00 feet to a point for the Southwest corner of this tract;

Thence North at 46.00 feet the North line of a Hidalgo County Irrigation District No. 9 Drain Ditch Easement, in all a distance of 574.00 feet to a point for the Northwest corner of this tract;

Thence East at 475.00 feet the West right of way line of Mile 2 West, in all a distance of 495.00 feet to the point for the Northeast corner of this tract; said point being on the centerline of Mile 2 West;

FORM T-7: Commitment for Title Insurance Page 1

Continuation of Schedule A GF No. 132896

Thence South along the centerline of said Mile 2 West a distance of 574.00 feet to the PLACE OF BEGINNING.

SAVE AND EXCEPT that tract of land conveyed to County of Hidalgo dated June 13, 2003, filed June 24, 2003 under Document Number 1213484, Official Records of Hidalgo County, Texas.



Issued By


SCHEDULE B

EXCEPTIONS FROM COVERAGE

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

1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception):

Dated November 27, 2000, filed December 27, 2000 under Document Number 930812, Official Records of Hidalgo County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

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

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

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

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

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

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

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

(Applies to the Owner's Policy only.)

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

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

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

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


Continuation of Schedule B GF No. 132896

9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy (T-2R). (Applies to Texas Short Form Residential Loan Policy (T-2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy (T-2R).

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

Statutory easements, rules, regulations and rights in favor of Hidalgo and Cameron Counties Water Control a.and Improvement District No. 9.

Roads, easements and reservations as may appear on the map and dedication of North Capisallo District b.Subdivision, recorded in Volume 2, Pages 7-15, Map Records of Hidalgo County, Texas.

Easements for roadways and canals as shown by instrument dated July 31, 1920, recorded in Volume 108, c.Page 342, Deed Records of Hidalgo County, Texas.

Right of way easement in favor of State of Texas as shown by instrument dated December 17, 1932, recorded d.in Volume 379, Page 529, Deed Records of Hidalgo County, Texas.

Right of way easement in favor of State of Texas as shown by instrument dated June 2, 1966, recorded in e.Volume 1154, Page 93, Deed Records of Hidalgo County, Texas.

Easement and Right of Way in favor of Central Power and Light Company as shown by instrument dated f.August 26, 1999, filed December 28, 1999 under Document Number 833332, Official Records of Hidalgo County, Texas.

Easement for Underground facilities in favor of Southwestern Bell Telephone Company as shown by g.instrument dated December 27, 1999, filed January 19, 2000 under Document Number 838740, Official Records of Hidalgo County, Texas.

Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, by and between J.P. h.Pealor, Jr. and wife, Zelda Pealor as Lessor to Hale Schaleben, as Lessee, dated August 23, 1957, recorded in Volume 205, Page 187, Oil and Gas Records of Hidalgo County, Texas. Said lease was assigned unto Gulf Oil Corp., by instrument dated September 12, 1957, recorded in Volume 205, Page 356, Oil and Gas Records of Hidalgo County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to ownership or holder of such interest(s).

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly i.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated September 14, 2001, filed October 18, 2001 under Document Number 1017840, Official Records of Hidalgo County, Texas.

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly j.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated April 27, 2007, filed May 21, 2007 under Document Number 2007-1760717, Official Records of Hidalgo County, Texas.

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly k.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated April 13, 2010, filed June 2, 2010 under Document Number 2010-2108199, Official Records of Hidalgo



County, Texas.

Subject to the subdivision regulations of the County of Hidalgo and/or Ordinances or governmental l.regulation of the City in which the property may be located or holding extra-territorial jurisdiction of said property.

Rights of tenants in possession. m.

Visible and apparent easements on or across the property herein described. n.

Any portion of the property described herein within the limits or boundaries of any public or private o.roadway and/or highway.

Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would p.be disclosed by an accurate and complete land survey of the land. (NOTE: UPON RECEIPT OF A SURVEY ACCEPTABLE TO COMPANY, THIS EXCEPTION WILL BE DELETED. COMPANY RESERVES THE RIGHT TO ADD ADDITIONAL EXCEPTIONS PER ITS EXAMINATION OF SAID SURVEY.)

Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in q.connection with improvements placed, or to be placed, upon the subject land. However, the Company does guarantee that no such liens have been filed with the County Clerk of Hidalgo County, Texas, prior to the date hereof.

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



Issued By


SCHEDULE C

Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued:

1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record.

2. Satisfactory evidence must be provided that:

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

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

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

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

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

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

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

Deed of Trust executed by Green Valley Estates Partners, LTD., a Texas Limited Partnership to M.V. McCarthy, 5.Trustee, dated April 28, 1999, filed May 5, 1999 under Document Number 771023 in the Official Records, Hidalgo County, Texas, securing the payment of one note of even date therewith in the principal sum of $1,300,000.00, executed by Grantor and payable to First National Bank; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument. By instrument dated June 12, 2001, filed September 18, 2001 under Document Number 1008474, Official Records of Hidalgo County, Texas, said note and lien were modified and extended.

Assignment of Rents, Income and Receipts by and between Green Valley Estates Partners, LTD., as "Assignor" and 6.First National Bank, as "Assignee" as shown by instrument dated September 13, 2007, filed October 10, 2007 under Document Number 2007-1814426, Official Records of Hidalgo County, Texas.

Deed of Trust executed by Green Valley Estates Partners, LTD., a Texas Limited Partnership acting by and through 7.South Texas Economic Development Corporation, Inc. to Anthony Covacevich, Trustee, dated May 4, 1999, filed August 4, 1999 under Document Number 796037 in the Official Records, Hidalgo County, Texas, securing the payment of one note of even date therewith in the principal sum of $---, executed by Grantor and payable to County of Hidalgo, State of Texas, a political subdivision and City of Edcouch, State of Texas, a political subdivision; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument.

The enclosed Waiver of Inspection along with Affidavit of Debts and Liens should be executed and returned to this 8.office.

Tax certificates should be furnished from State and County, City of Edcouch-Elsa, Edcouch-Elsa School District and 9.Hidalgo and Cameron Counties Water Control and Improvement District No. 9.

By instrument dated September 28, 1998, filed September 28, 1998, under Document Number 713017, Official 10.


Continuation of Schedule C GF No. 132896

Records of Hidalgo County, Texas, Green Valley Estate Partners, LTD., a Texas Limited Partnership acquired the property under examination:

If formed prior to January 2006 Closer should be furnished:

1. Limited Partnership Agreement2. Consent or ratification of limited partners3. Certificate of Limited Partnership4. Resolution

If formed after January 2006 Closer should be furnished:

1. Certification of Formation2. Certificate of filing3. Assumed Name Certificate4. Entity Documentation for General Partner5. Federal Tax ID if Entity is seller6. Resolution

Buyer/borrower to the property under examination will be Delta Apartments Housing, LP: 11.





Note as to Estimated Premium Amounts Disclosed on Schedule D:12.

Schedule "D", item 3, discloses an estimated premium of title policy premiums and endorsements based upon information provided at the time the initial order is placed. If changes occur after the order is placed, it may affect the estimated amounts shown. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner of Insurance. If you have any questions, please call the Exam Department at 956-383-2708 or email [email protected].

CountersignedValley Land Title Co.

By __________________________Authorized Signatory



SCHEDULE D

GF No. 132896 Effective Date: January 30, 2013, 5:00 pm

Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made:

1. CHICAGO TITLE INSURANCE COMPANY, a Missouri Corporation

(a) The Shareholders owning or controlling, directly or indirectly, ten (10%), or more of the shares of Chicago Title Insurance Company: CHICAGO TITLE AND TRUST COMPANY, an Illinois Corporation

(b) The names of the Directors of Chicago Title Insurance Company:

Christopher Abbinante, John Wunderlich, Erika Meinhardt, Raymond R. Quirk, Burton J. Rain, Ernest D. Smith, Alan L. Stinson, Frank P. Willey and Thomas E. Evans

(c) The president, the executive or senior vice-president, the secretary and the treasurer of Chicago Title Insurance Company:

Chairman of the Board, President and Chief Executive Officer Raymond R. Quirk Senior Vice President Christopher Abbinante Vice President and Secretary Todd C. Johnson Vice President and Treasurer Patrick G. Farenga

2. AGENT: VALLEY LAND TITLE COMPANY, LTD. DBA VALLEY LAND TITLE CO.

The following disclosures are made by the Title Insurance Agent issuing this commitment pursuant to Rule P-21.

A. Shareholders, owners and/or partners controlling one percent (1%) or more of the entity:Alonzo Cantu and Valley Land Management Company, L.L.C.

B. Shareholders, owners and/or partners controlling ten percent (10%) or more of Valley Land Management Company, L.L.C.:

Alonzo Cantu

3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement.

You are further advised that the estimated title premium* is:

Owners Policy $8,283.00Loan Policy $0.00Endorsement Charges $0.00Other $0.00

Total $8,283.00

Of this total amount: 15% will be paid to the policy issuing Title Insurance Company: 85% will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows:

Amount To Whom For Services

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


Examined By:

TEXAS TITLE INSURANCE INFORMATION

Title insurance insures you against loss resulting from certain risks to your title.

The commitment for Title Insurance is the title insurance company's promise to issue the title insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date.

El seguro de título le asegura en relación a perdidas resultantes de ciertos riesgos que pueden afectar el título de su propriedad.

El Compromiso para Seguro de Título es la promesa de la compañía aseguradora de títulos de emitir la póliza de seguro de título. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y endenterlo complemente antes de la fecha para finalizar su transacción.

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

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

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

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

When your policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below.

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

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

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

You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at (800) 442-4303 or by calling the title insurance agent that issued the Commitment. The Texas Department of Insurance may revise the policy form from time to time.

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

Before the Policy is issued, you may request changes in the Policy. Some of the changes to consider are:

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

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

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


DELETION OF ARBITRATION PROVISION(Not applicable to the Texas Residential Owner's Policy)

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

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

The arbitration provision in the Policy is as follows:

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

__________________________________________________ __________________________SIGNATURE DATE



Premium Amount

1$8,283.00

Rate Rules

21000

PropertyType

340

CountyCode

4215

Liability atReissue Rate

5 6 7 8

Continuation of Summary Page GF No. 132896

Fidelity National Financial, Inc.

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

Personal Information CollectedWe may collect Personal Information about you from the following sources:

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

Disclosure of Personal InformationWe may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without limitation, the following:

To insurance agents, brokers, representatives, support organizations, or others to provide you with services you have requested, •and to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure in connection with an insurance transaction;To third-party contractors or service providers for the purpose of determining your eligibility for an insurance benefit or payment •and/or providing you with services you have requested;To an insurance regulatory authority, or a law enforcement or other governmental authority, in a civil action, in connection with a •subpoena or a governmental investigation;To companies that perform marketing services on our behalf or to other financial institutions with which we have joint •marketing agreements; and/orTo lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in title whose claim or •interest must be determined, settled, paid or released prior to a title or escrow closing.

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

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

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

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

Access to Personal Information/Requests for Correction, Amendment, or Deletion of Personal InformationAs required by applicable law, we will afford you the right to access your Personal Information, under certain circumstances to find out



to whom your Personal Information has been disclosed, and request correction or deletion of your Personal Information. However, FNF's current policy is to maintain customers' Personal Information for no less than your state's required record retention requirements for the purpose of handling future coverage claims.

For your protection, all requests made under this section must be in writing and must include your notarized signature to establish your identity. Where permitted by law, we may charge a reasonable fee to cover the costs incurred in responding to such requests. Please send requests to:

Chief Privacy OfficerFidelity National Financial, Inc.601 Riverside AvenueJacksonville, FL 32204

Changes to this Privacy StatementThis Privacy Statement may be amended from time to time consistent with applicable privacy laws. When we amend this Privacy Statement, we will post a notice of such changes on our website. The effective date of this Privacy Statement, as stated above, indicates the last time this Privacy Statement was revised or materially changed.


PRIVACY POLICY NOTICE

Purpose of Notice: Valley Land Title Co. respects the privacy of our customers’ personal information, so we want you to know the ways in which we may collect and use non-public personal information (“personal information”). Our practices and policies are set out in this notice. Types of Information We May Collect: In the course of our business, the types of personal information that we may collect about you include:

Information we receive from you or your authorized representative on applications and forms, and in other communications to ·us;

Information about your transactions with us, our affiliated companies, or others; ·

Information from consumer or other reporting agencies. ·

Use and Disclosure of Information:

We use your information to provide the product or service you or your authorized agent have requested of us. We may disclose information to our affiliated companies and unrelated companies as necessary to service your transaction, to protect against fraudulent or criminal activities, when required to do so by law, and as otherwise permitted by law. We do not share any personal information we collect from you with unrelated companies for their own use. Protection of Your Personal Information: We restrict access to personal information about you to those employees who need to know that information in order to provide products and services to you or for other legitimate business purposes. We maintain physical, electronic and procedural safeguards to protect your personal information from unauthorized access or intrusion. Changes: This notice may be revised in accordance with applicable privacy laws.

Valley Land Title Co. Privacy Notice (April 2010)

G.F. No. 132896Closer: ZO

VALLEY LAND TITLE CO.

It is important to Valley Land Title Co. that you are completely satisfied with our services.

Please complete the following survey; your participation is greatly appreciated. If you have any positive or negative comments that you would like to share with us, please provide them below. You can then place the completed form in the envelope provided. Also, if you prefer, feel free to fax or email the completed form to Paul R. Rodriguez, CEO at 956-217-3122 or email comments to [email protected]. Thank you for taking the time to assist us in providing quality service.

DATE: __________ NAME: _______________________________________________

How would you rate the accuracy of your closing?1. ______

How would you rate the quality of service received from staff?2. ______

How would you rate the level of service you received from the 3.closer?

______

How would you rate our overall service for friendliness?4. ______

How would you rate our overall service for hospitality?5. ______

How would you rate your overall experience?6. ______

Comments: (Please suggest any additional service that would have been helpful with your transaction or that would be helpful to you in the future)

5Very Good: 4

Good: 3Fair: 2Poor: 1

SURVEY RATING SCALEExceptional:

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

Site #

11-Digit Census Tract Number

789

2021

10

123456

25

111213141516

3435

171819

3233

222324

262728293031

36373839

4243

4041

48495051

4445

60

5253

4647

5859

54555657

Address (Street Number and Name) Contract GranteeAcresNo. of Units on this Lot

Bldg Type (SFR, 2plex,

etc.)Contract Grantor

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

SCATTERED SITE INFORMATION


If there are multiple owners to the scattered sites above, please identify the current owners of each site below:


Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip




State

State

State

State

State

Site #1

State

State

2

3

4

5

6

7



Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip




State

State

State

State

State

State

State

State

14

15

11

12

8

9

10

13



Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip




State

State

State

State

State

State

State

State

16

17

18

19

20

21

22

23



Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip





Address City Zip




State

State

State

State

State

State

State

28

29

30

27

24

25

26

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

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

Please identify all elected officials which represent the Development Site.

** US Representative District

State Senator District State Representative District

City Mayor County Judge

School Superintendent District Name Email

Address City Zip

Presiding officer of Board of Trustees Email

Address City Zip

Support Letter Support Letter

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

Elected Officials

District/Precinct Email or Phone













Elected Officials (Continued)


















Elected Officials (Continued)

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

1.Name of Organization Contact Name

Address City

Zip Phone Fax or Email


Address City



Address City



Address City



Address City



Address City


Neighborhood Organizations

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


Address City



Address City



Address City



Address City



Address City



Address City


Neighborhood Organizations (Continued)

X I (We) certify that:

X

I (We) certify that:

A Pre-Application WAS NOT submitted or did not satisfy the Department’s review of Pre-Application threshold:

I (We) certify that all required requests for Neighborhood Organizations pursuant to §10.203 of the Uniform Multifamily Rules, were made in theformat required in the Neighborhood Organization Request template by January 18, 2013 for Competitive HTC Applications, or no later than 14days prior to the submission of the Threshold documentation for all other Applications.

No reply letter was received from the local elected officials by February 22, 2013 for Competitive HTC Applications (or 7 days prior to thesubmission of the Application for all other Applications), and/or

A response was received from the local elected officials by February 22, 2013, (or for HOME, Housing Trust Fund, Tax Exempt Bond and RuralRescue Developments by 7 days prior to submission of the Application) and the response indicated that the local elected officials know of noneighborhood organizations, and/or

Part 2.

A Pre-Application (competitive HTC only) WAS submitted:

The pre-application included evidence of these notifications pursuant to §10.203 of the Uniform Multifamily Rules, the pre-application met allthreshold requirements, and no additional notifications were required with this full application. OR;

The pre-application for this full Application met all threshold requirements, but all required entities were re-notified as required by §10.203because a change of an elected official occurred between pre-application and Application. As applicable, all changes in the Application havebeen made on the Elected Officials and/or Neighborhood Organizations Form(s). I (we) certify that the notifications are not older than 3months from the first day of the Application Acceptance Period for Competitive HTC Applications and not older than three (3) months prior tothe date Parts 5 and 6 of the Application are submitted for Tax Exempt Bond Developments, and not older than three (3) months prior to thedate the Application is submitted for all other Applications, as required under §10.203 of the Uniform Multifamily Rules.

CERTIFICATION OF NOTIFICATIONS (ALL PROGRAMS)

Pursuant to §10.203 of the Uniform Multifamily Rules, evidence of notifications includes this sworn affidavit, and the Elected Officials and NeighborhoodOrganizations Forms. All Applicants, or persons with signing authority, must complete either Part 1 or Part 2 below:

A response was received from the local elected officials on or before February 22, 2013, (or for HOME, Housing Trust Fund, Tax Exempt Bondand Rural Rescue Developments by 7 days prior to submission of the Application) and I have notified those neighborhood organizations asrequired by and §10.203 of the Uniform Multifamily Rules and/or other applicable Rules, and/or

I have knowledge of other neighborhood organizations on record with the city, state or county whose boundaries contain the proposedDevelopment Site and have notified those neighborhood organizations as required by §10.203 of the Multifamily Uniform Rules, and/or

I know of no neighborhood organizations within whose boundaries the Development is proposed to be located and/or

The local elected officials referred to me (us) to another source, and I (we) requested neighborhood organizations from that source. If aresponse was received, those neighborhood organizations were notified as required by §10.203 of the Multifamily Uniform Rules; and

Part 1.

CERTIFICATION OF NOTIFICATIONS (ALL PROGRAMS) (cont.)

Part 2. RFOntinued)

DAII neighborhood organizations that were notified are correctly listed on the Neighborhood Organizations Form and all notifications were made

in the format provided in the template, Public Notifications Format (Written).

D I (We) certify that, in addition to all of the required neighborhood organizations, the following entities were notified in accordance with §10.203 of the Multifamily Uniform Rules. The notifications were in the format provided in the template, Public Notifications Format (Written). All of the

following entities were notified and are correctly listed on the Neighborhood Organizations Form:

Superintendent of the school district containing the Development;

Presiding officer of the board of trustees of the school district containing the Development;

Mayor of any municipality containing the Development;

All elected members of the Governing Body of any municipality containing the Development;

Presiding officer of the Governing Body of the county containing the Development; All elected members of the Governing Body of the county containing the Development; State senator of the district containing the Development; and

State representative of the district containing the Development.

0 While not required to be submitted in this Application, I have kept evidence of all notifications made and this evidence may be requested by the

Department at any time during the Application review.

0 I (We) certify that the notifications are not older than 3 months from the first day of the Application Acceptance Period for Competitive HTC or not

older than 3 months from the date of Parts 5 and 6 submission for all other Applications as required under §10.203.

Part 3.tiincant must certify to the following(competitive HTC only}:

[E) I (We) certify that no Neighborhood Organizations exist for which this Application would be eligible to receive points under §11.9(d)(l) of the QAP.

By: ~~d-Signature of Applicant/Development Owner

Baetriz Farias

~ P~inted Name

I ~Q//:3 Date My Commission expires

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

date same foregoing statement bears.


,--"a~~:~~~;-. DORA L. MORENO f~~·~f:~ Notary Public, State o1 Texas • \ ~/ : My CommissiOn Expires \fo-; ..... ··~~/ MARCH 30, 2013 ,~~ •• q:,,~,,,._~~:

d9 -dav ofyOllU tUj , rJ._DW

1.

New Construction

Rehabilitation Including Acquisition?

Reconstruction # of Units Demolished: # of Units Reconstructed:

Adaptive Reuse Previous use of Buildings (i.e. Hotel, or school)

Additional Phase to existing development TDHCA#

Scattered Site Number of Non-Contiguous Sites: Number of Census tracts:

2.

3.

4.

Briefly describe the proposed Development, including any relevant information not already identified above.

No

No

Yes

No

No

No

Yes

5

#######################################################################################################

Other:

Homeless PopulationsPersons with Disabilities

Colonia Resident0%

# of Designated Units

Victims of Domestic Violence

Unit Composition

0%0%0%

% of Total Units in Development

General

Migrant Farm Workers

Development Narrative

The proposed Development is: (Check all that apply )

The Target Population will be:

Narrative

0%Persons with HIV/AIDSPersons with alcohol and/or drug addictions

NOTE: The population percentages above are anticipated at the time of Application submission and the Applicant will not be held to this representation long-term, unless required by TDHCA Program rules and federal Regulations.

Type of Unit0%0%

Staff Determinations regarding definitions of development activity obtained?

If a determination under §10.3(b) of the Uniform Multifamily Rules was made prior to Application submission, provide a copy of such determination behind this form.

(Specify)

8%

Tab 15 Part 4: Narrative

This is a standard At-Risk Rural property of 64-units that is coming off the 15 year affordability period. It is being brought back into the program to ensure that the property stays affordable and the necessary rehab is performed to bring the property up to date. There are 16 residential buildings. The 8 1-bedroom units and 20 3-bedroom units are 1 story fourplexes. The 36 2-bedroom units are in 2 story fourplexes.

5.

Complete the table below to describe this Application's funding request.

6.

Identify any and all set-asides the application will be applying under.Set-Asides can not be added or dropped from pre-application to full Application for Competitive HTC Applications.

7.

Has this site/activity previously received or applied for TDHCA funds?

If "Yes" Enter Project Number: and TDHCA funding source:

Has this site/activity previously received non-TDHCA federal funding?

Will this site/activity receive non-TDHCA federal funding for costs described in this Application?

8.

X

Housing Tax Credits

30

Amortization (Years)

Funding Request:

At least 20% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 50% or less of the area median gross income, adjusted for family size.

Pursuant to §42(g)(1)(A) & (B), the term “qualified low income housing development” means any project or residential rentalproperty, if the Development meets one of the requirements below, whichever is elected by the taxpayer.” Once an election ismade, it is irrevocable. Select only one:

No

HTC

X

No

At least 40% or more of the residential units in such development are both rent restricted and occupied by individuals whose income is 60% or less of the median gross income, adjusted for family size.

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

Yes

Previously Awarded State and Federal Funding

98180

CHDO Persons w/Disabilities

Qualified Low Income Housing Development Election

USDAHOME Only

At-Risk Non-Profit

Set-Aside (For Competitive HTC & HOME Applications Only)

Competitive HTC Only

Neighborhood Stabilization Program

301,229$

CHDO Operating Expense

Interest Rate (%)

If funds will be in the form of a Direct Loan by the Department or for Private Activity Bonds, the terms will be:

30

Private Activity Mortgage Revenue

TDHCA HOME

Department Funds applying for with this

Application

Requested Amount

1.00%375,000$

Term (Years)

1.

# of Units must qualify for Points

X

2.

A. Unit Sizes

Development is New Construction or Reconstruction and will meet the minimum Unit Size requirements:

Five hundred (500) square feet for an Efficiency Unit

Six hundred (600) square feet for a One Bedroom Unit

Eight hundred (800) square feet fro a Two Bedroom Unit

One thousand (1,000) square feet for a Three Bedroom Unit

One thousand, two-hundred (1,200) square feet for a Four Bedroom Unit

OR;

X

B. Unit Amenities

Application is a Tax Exempt Bond Development and will meet a minimum of seven (7) points.

Application is HOME only or other Department Direct Loan and will meet a minimum of four (4) points.

X Application is a Competitive HTC Development and will select applicable points in Part 5 below.

3.

Application is a Tax Exempt Bond Development and will meet a minimum of eight (8) points.

Application is HOME only or other Department Direct Loan and will meet a minimum four (4) points.

X Application is a Competitive HTC Development and will select applicable Tenant Services in Part 8 below.

4.

X

5.

X Development meets the minimum size requirements identified below

i. five-hundred-fifty (550) square feet for an Efficiency Unit;

ii. six-hundred-fifty (650) square feet for a one Bedroom Unit;

iii. eight-hundred-fifty (850) square feet for a two Bedroom Unit;

iv. one-thousand-fifty (1,050) square feet for a three Bedroom Unit; and

v. one-thousand, two-hundred-fifty (1,250) square feet for a four Bedroom Unit.

X

Development will provide sufficient common amenities to qualify for the number of points indicated above, pursuant to §10.101(b)(5).

Development is proposing Rehabilitation (excluding Reconstruction) or Supportive Housing, and does not adhere to the size requirements above.

Development Accessibility Requirements (ALL Multifamily Applications §10.101(b)(8))

Development will meet all specifications and accessibility requirements reflected in the Certification of DevelopmentOwner form pursuant to §10.101(b)(8) of the Uniform Multifamily Rules.

7

Development Activities

Specific amenities and quality features will be provided in every Unit at no extra charge to the tenant; Development will maintain the points selected and associated with those amenities

107

7

Self Score Total:

** Rehabilitation Developments will start with a base score of three (3) points and Supportive Housing Developments will start with a base score of five (5) points.**

Size and Quality of Units (Competitive HTC Applications only)

Tenant Supportive Services (All Multifamily Applications §10.101(b)(7))

64

Common Amenities (ALL Multifamily Applications §10.101(b)(5))

7

Unit Requirements (ALL Multifamily Applications §10.101(b)(6)(A) and (B))

6.

Total Number of Units at 50% or less of AMGINumber of 30% Units used to score points under 11.9(c)(2)Number of Units at 50% or less of AMGI available to use for points under 11.9(c)(1)Percentage used for calculation of eligible points under 11.9(c)(1)

X Developments proposed in all other areas.

Total Score Claimed:

7.

Mark only one box below:

X

At least 5% of all low-income Units at 30% or less of AMGI


8.

Supportive Housing Development qualifying under the Nonprofit Set-Aside; or

X All other Developments.


9.

X

10.

X Development is requesting Pre-Application Points

11.


X Development will maintain a 35 year Affordability Period.


12.

X

13.

Self Score Total:

Development is located in an urban and at least 10% of all low income units are at 30% or less of AMGI; or 0

185

13

107

Tenant Populations with Special Housing Needs (Competitive HTC Applications only)

Tenant Services (Competitive HTC Applications only)

0

0

9


9

0

Development will provide a combination of supportive services as identified in §10.101(b)(7) and those services will be recorded in the Development's LURA.

Development is proposed to be 50 total HTC Units or less and the original Application reflects a FundingRequest of Housing Tax Credits of $500,000 or less.

Application proposing the use of historic (rehabilitation) tax credits, and has included supporting documentation behind this tab that at least one building will qualify for historic tax credits.

Right of First Refusal (Competitive HTC Applications only)

At least 5% of the Units are set aside for Persons with Special Needs as identified in §11.9(c)(7) of the QAP. 2

At least 20% of all low-income Units at 30% or less of AMGI for Supportive Housing Developments qualifyingunder the Nonprofit Set-Aside only.

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

Rent Levels of Tenants (Competitive HTC Applications only)

0

Development Size (Competitive HTC Applications only)

Extended Affordability or Historic Preservation (Competitive HTC Applications only)

8

8

6

2

Development Owner agrees to provide a Right of First Refusal to purchase the Development upon orfollowing the end of the Compliance Period.

0

2

15

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

0

Pre-Application Participation (Competitive HTC Applications only)

1

15

Income Levels of Tenants (Competitive HTC Applications only)

Development Activities (Continued)

20.31%

1.

X Qualification: Must meet the requirements of an At-Risk Development in §11.5(3) of the Qualified Allocation Plan.

Part A: Documentation must show that the subsidy or benefit is from one of the following approved programs (mark all that apply):

Sections 221(d)(3) and (5), National Housing Act (12 U.S.C. Section 1715l)

Section 236, National Housing Act (12 U.S.C. Section 1715z-1)

Section 202, Housing Act of 1959 (12 U.S.C. Section 1701q)

Section 101, Housing and Urban Development Act of 1965 (12 U.S.C. Section 1701s)

Sections 514, 515, and 516, Housing Act of 1949 (42 U.S.C. Sections 1484, 1485 and 1486)

X Section 42, of the Internal Revenue Code of 1986 (26 U.S.C. Section 42)

Part B: Place an "X" by one of the following:

X

Part C: I certify that:

X

Section 538, Housing Act of 1949 only if the Development involves the Rehabilitation of an existing property that has received and will continueto receive as part of the financing of the Development federal assistance provided under §515 of the Housing Act of 1949.

The stipulation to maintain affordability in the contract granting the subsidy is nearing expiration (expiration will occur within two (2) calendaryears of July 31, 2013)

The federally insured mortgage is eligible for prepayment or is nearing the end of its mortgage term (the term will end within two (2) calendaryears of July 31, 2013)

the Development includes the demolition of the existing Units which have received the financial benefits described in Part A and that theredevelopment will include at least a portion of the same site.

the Development is at risk of losing affordability from the financial benefits available to the Development, and those financial benefits andaffordability will be retained or renewed unless regulatory barriers necessitate elimination of a portion of that benefit, pursuant to §11.5(3)(D)of the Qualified Allocation Plan.

At-Risk Set-Aside (Competitive HTC Applications Only)

ACQUISITION AND REHABILITATION INFORMATION

The Section 8 Additional Assistance Program for housing developments with HUD-Insured and HUD-Held Mortgages administered by theUnited States Department of Housing and Urban Development.

Documentation: Must be submitted behind this tab showing that the Development meets the requirements of §2306.6702(a)(5) of the TexasGovernment Code.

The Section 8 Housing Assistance Program for the Disposition of HUD-Owned Projects administered by the United States Department ofHousing and Urban Development.

2.

Part A.The existing Property is expected to have or continue the following benefit:

Provide a brief description of the restrictions or subsidies the existing Property will have or continue in the space below:

X A copy of the contract or agreement securing the funds identified above is provided behind this form.

The source of funds is:

The annual amount of funds is:

The number of units receiving assistance:

The term of the contract or agreement is (date):

The expiration of the contract or agreement is (date):

Part B. Acquisition Of Existing Buildings (applicable only to HTC applications with Acquisition credits requested)

Date of the most recent sale or transfer of the building(s):

Was the building occupied at any time during the last ten years?

Was the building occupied or suitable for occupancy at the time of purchase?

If “No”, does the property qualify for a waiver under §42(d)(6)?

How many buildings will be acquired for the Development?

Are all the buildings currently under control by the Development Owner?

If “No”, how many buildings are under control by the Development Owner?

When will the remaining buildings be under control?

Yes

No

Yes

If “Yes”, provide the waiver and/or other documentation.

15 years (start TBD)

15 years

16 res., 4 non res.

09/01/98

Yes

Existing Development Assistance On Housing Rehabilitation Activities¹

There will be 10 Project-Based Section 8 coming from the City of Edcouch and there will be a 15 year contract. There will be 5 2-bedroom units and 5 3-bedroom units.

Rental Assistance

Project-Based Section 8, City of Edcouch

75,000.00$

10

In the last ten years, did the previous owner perform rehabilitation work greater than 25% of the building’s adjusted basis?

Will the acquisition meet the requirements of §42(d)(2)(B)(ii) relating to the 10-year placed in service rule?

If “Yes”, provide a copy of a title commitment that the Development meets the requirements of §42(d)(2)(B)(ii) as to the 10 year period.

Yes

¹Per §2306.008, TDHCA shall support the preservation of affordable housing for individuals with special needs and individuals and families of low income at any location considered necessary by TDHCA.

Part B. Acquisition Of Existing Buildings (continued)

$64

Provide the information listed below concerning the acquisition of building(s) for the Development:

1. Building(s) acquired or to be acquired from: X Related Party Unrelated Party

2. Building(s) acquired or to be acquired with Buyer’s Basis:

X Determined with reference to Seller’s Basis Not Determined with reference to Seller’s Basis

3.

Development constructed before January 1, 1978 (If "Yes", continue to next selections)

Check each of the following that applies [24 CFR 35.115]:

The rehabilitation will not disturb any painted surface.

The property has no bedrooms.

The property is currently vacant and will remain vacant until demolition.

An inspection performed according to HUD standards found the property contained no lead-based paint.

According to documented methodologies, lead-based paint has been identified and removed; and the property has achieved clearance.

The property will not be used for human residential habitation. This does not apply to common areas such as hallways and stairways of residential andmixed-use properties.

Housing “exclusively” for the elderly or persons with disabilities, with the provision that children less than six years of age will not reside in the dwellingunit.

Lead Based Paint (HOME Applications Only)

Emergency repairs to the property are being performed to safeguard against imminent danger to human life, health or safety, or to protect theproperty from further structural damage due to natural disaster, fire or structural collapse. The exemption applies only to repairs necessary to respondto the emergency.

No

Acquisition Cost of BuildingPurchase Contract 3/1/2014 $1,450,000300 Mile 2 West, Edcouch, TX 78538

Identification or address(es) of Building(s) under Owner’s Control

Type of Control (Ownership, Option, Purchase Contract)

Expiration Date # of Units

See 8609s attached

ACQUISITION AND/OR REHABILITATION (Continued)

List below by building address, the date the building was placed in service (PIS), the date the building was or is planned for acquisition, and the number ofyears between the date the building was placed in service and acquisition. Attach separate sheet(s) with additional information if necessary.

Years between PIS & Acquisition

Proposed Acquisition date by the Applicant

PIS date of building by most recent owner

Building Address(es)


Issued By


SCHEDULE A

Effective Date: January 30, 2013, 5:00 pm GF No. 132896

Commitment No. _______________________, issued February 7, 2013, 04:48 pm

1. The policy or policies to be issued are:

(a) OWNER'S POLICY OF TITLE INSURANCE (Form T-1)(Not applicable for improved one-to-four family residential real estate)Policy Amount: $1,600,000.00PROPOSED INSURED: Delta Apartments Housing, LP

(b) TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE- ONE-TO-FOUR FAMILY RESIDENCES (Form T-1R)Policy Amount:PROPOSED INSURED:

(c) LOAN POLICY OF TITLE INSURANCE (Form T-2)

Policy Amount:

PROPOSED INSURED:

Proposed Borrower:

(d) TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R)Policy Amount:PROPOSED INSURED:Proposed Borrower:

(e) LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13)Binder Amount:PROPOSED INSURED:Proposed Borrower:

(f) OTHERPolicy Amount:PROPOSED INSURED:

2. The interest in the land covered by this Commitment is: Fee Simple

3. Record title to the land on the Effective Date appears to be vested in:Green Valley Estates Partners, LTD., a Texas Limited Partnership

4. Legal description of the land:A 6.523 acre tract of land, more or less, being the South 6.523 acres of the East 15.00 acres of Farm Tract 2161, NORTH CAPISALLO DISTRICT SUBDIVISION Hidalgo County, Texas, according to the map recorded in Volume 2, Pages 7-15, Map Records in the Office of the County Clerk of Hidalgo County, Texas, reference to which is here made for all purposes, and said 13.543 acre tract being more particularly described by metes and bounds as follows:

Beginning at the Southeast corner of said Farm Tract 2161 for the Southeast corner of this tract; said point being on the centerline of Mile 2 West;

Thence, West at 20.00 feet the West right-of-way of said Mile 2 West, in all a distance of 495.00 feet to a point for the Southwest corner of this tract;

Thence North at 46.00 feet the North line of a Hidalgo County Irrigation District No. 9 Drain Ditch Easement, in all a distance of 574.00 feet to a point for the Northwest corner of this tract;

Thence East at 475.00 feet the West right of way line of Mile 2 West, in all a distance of 495.00 feet to the point for the Northeast corner of this tract; said point being on the centerline of Mile 2 West;


Continuation of Schedule A GF No. 132896

Thence South along the centerline of said Mile 2 West a distance of 574.00 feet to the PLACE OF BEGINNING.

SAVE AND EXCEPT that tract of land conveyed to County of Hidalgo dated June 13, 2003, filed June 24, 2003 under Document Number 1213484, Official Records of Hidalgo County, Texas.



Issued By


SCHEDULE B

EXCEPTIONS FROM COVERAGE

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

1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception):

Dated November 27, 2000, filed December 27, 2000 under Document Number 930812, Official Records of Hidalgo County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

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

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

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

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

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

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

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

(Applies to the Owner's Policy only.)

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

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

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

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



9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy (T-2R). (Applies to Texas Short Form Residential Loan Policy (T-2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy (T-2R).

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

Statutory easements, rules, regulations and rights in favor of Hidalgo and Cameron Counties Water Control a.and Improvement District No. 9.

Roads, easements and reservations as may appear on the map and dedication of North Capisallo District b.Subdivision, recorded in Volume 2, Pages 7-15, Map Records of Hidalgo County, Texas.

Easements for roadways and canals as shown by instrument dated July 31, 1920, recorded in Volume 108, c.Page 342, Deed Records of Hidalgo County, Texas.

Right of way easement in favor of State of Texas as shown by instrument dated December 17, 1932, recorded d.in Volume 379, Page 529, Deed Records of Hidalgo County, Texas.

Right of way easement in favor of State of Texas as shown by instrument dated June 2, 1966, recorded in e.Volume 1154, Page 93, Deed Records of Hidalgo County, Texas.

Easement and Right of Way in favor of Central Power and Light Company as shown by instrument dated f.August 26, 1999, filed December 28, 1999 under Document Number 833332, Official Records of Hidalgo County, Texas.

Easement for Underground facilities in favor of Southwestern Bell Telephone Company as shown by g.instrument dated December 27, 1999, filed January 19, 2000 under Document Number 838740, Official Records of Hidalgo County, Texas.

Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, by and between J.P. h.Pealor, Jr. and wife, Zelda Pealor as Lessor to Hale Schaleben, as Lessee, dated August 23, 1957, recorded in Volume 205, Page 187, Oil and Gas Records of Hidalgo County, Texas. Said lease was assigned unto Gulf Oil Corp., by instrument dated September 12, 1957, recorded in Volume 205, Page 356, Oil and Gas Records of Hidalgo County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to ownership or holder of such interest(s).

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly i.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated September 14, 2001, filed October 18, 2001 under Document Number 1017840, Official Records of Hidalgo County, Texas.

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly j.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated April 27, 2007, filed May 21, 2007 under Document Number 2007-1760717, Official Records of Hidalgo County, Texas.

Memorandum of Lease by and between Green Valley Estates Partners, LTD. Lessors of premises commonly k.known as Delta Estates Apartments and Coinmach Corporation, as Lessee and as shown by instrument dated April 13, 2010, filed June 2, 2010 under Document Number 2010-2108199, Official Records of Hidalgo



County, Texas.

Subject to the subdivision regulations of the County of Hidalgo and/or Ordinances or governmental l.regulation of the City in which the property may be located or holding extra-territorial jurisdiction of said property.

Rights of tenants in possession. m.

Visible and apparent easements on or across the property herein described. n.

Any portion of the property described herein within the limits or boundaries of any public or private o.roadway and/or highway.

Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would p.be disclosed by an accurate and complete land survey of the land. (NOTE: UPON RECEIPT OF A SURVEY ACCEPTABLE TO COMPANY, THIS EXCEPTION WILL BE DELETED. COMPANY RESERVES THE RIGHT TO ADD ADDITIONAL EXCEPTIONS PER ITS EXAMINATION OF SAID SURVEY.)

Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in q.connection with improvements placed, or to be placed, upon the subject land. However, the Company does guarantee that no such liens have been filed with the County Clerk of Hidalgo County, Texas, prior to the date hereof.

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



Issued By


SCHEDULE C

Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued:

1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record.

2. Satisfactory evidence must be provided that:

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

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

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

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

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

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

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

Deed of Trust executed by Green Valley Estates Partners, LTD., a Texas Limited Partnership to M.V. McCarthy, 5.Trustee, dated April 28, 1999, filed May 5, 1999 under Document Number 771023 in the Official Records, Hidalgo County, Texas, securing the payment of one note of even date therewith in the principal sum of $1,300,000.00, executed by Grantor and payable to First National Bank; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument. By instrument dated June 12, 2001, filed September 18, 2001 under Document Number 1008474, Official Records of Hidalgo County, Texas, said note and lien were modified and extended.

Assignment of Rents, Income and Receipts by and between Green Valley Estates Partners, LTD., as "Assignor" and 6.First National Bank, as "Assignee" as shown by instrument dated September 13, 2007, filed October 10, 2007 under Document Number 2007-1814426, Official Records of Hidalgo County, Texas.

Deed of Trust executed by Green Valley Estates Partners, LTD., a Texas Limited Partnership acting by and through 7.South Texas Economic Development Corporation, Inc. to Anthony Covacevich, Trustee, dated May 4, 1999, filed August 4, 1999 under Document Number 796037 in the Official Records, Hidalgo County, Texas, securing the payment of one note of even date therewith in the principal sum of $---, executed by Grantor and payable to County of Hidalgo, State of Texas, a political subdivision and City of Edcouch, State of Texas, a political subdivision; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument.

The enclosed Waiver of Inspection along with Affidavit of Debts and Liens should be executed and returned to this 8.office.

Tax certificates should be furnished from State and County, City of Edcouch-Elsa, Edcouch-Elsa School District and 9.Hidalgo and Cameron Counties Water Control and Improvement District No. 9.

By instrument dated September 28, 1998, filed September 28, 1998, under Document Number 713017, Official 10.


Continuation of Schedule C GF No. 132896

Records of Hidalgo County, Texas, Green Valley Estate Partners, LTD., a Texas Limited Partnership acquired the property under examination:





Buyer/borrower to the property under examination will be Delta Apartments Housing, LP: 11.





Note as to Estimated Premium Amounts Disclosed on Schedule D:12.

Schedule "D", item 3, discloses an estimated premium of title policy premiums and endorsements based upon information provided at the time the initial order is placed. If changes occur after the order is placed, it may affect the estimated amounts shown. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner of Insurance. If you have any questions, please call the Exam Department at 956-383-2708 or email [email protected].

CountersignedValley Land Title Co.

By __________________________Authorized Signatory



SCHEDULE D

GF No. 132896 Effective Date: January 30, 2013, 5:00 pm

Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made:

1. CHICAGO TITLE INSURANCE COMPANY, a Missouri Corporation

(a) The Shareholders owning or controlling, directly or indirectly, ten (10%), or more of the shares of Chicago Title Insurance Company: CHICAGO TITLE AND TRUST COMPANY, an Illinois Corporation

(b) The names of the Directors of Chicago Title Insurance Company:

Christopher Abbinante, John Wunderlich, Erika Meinhardt, Raymond R. Quirk, Burton J. Rain, Ernest D. Smith, Alan L. Stinson, Frank P. Willey and Thomas E. Evans

(c) The president, the executive or senior vice-president, the secretary and the treasurer of Chicago Title Insurance Company:

Chairman of the Board, President and Chief Executive Officer Raymond R. Quirk Senior Vice President Christopher Abbinante Vice President and Secretary Todd C. Johnson Vice President and Treasurer Patrick G. Farenga

2. AGENT: VALLEY LAND TITLE COMPANY, LTD. DBA VALLEY LAND TITLE CO.

The following disclosures are made by the Title Insurance Agent issuing this commitment pursuant to Rule P-21.

A. Shareholders, owners and/or partners controlling one percent (1%) or more of the entity:Alonzo Cantu and Valley Land Management Company, L.L.C.

B. Shareholders, owners and/or partners controlling ten percent (10%) or more of Valley Land Management Company, L.L.C.:

Alonzo Cantu

3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement.

You are further advised that the estimated title premium* is:

Owners Policy $8,283.00Loan Policy $0.00Endorsement Charges $0.00Other $0.00

Total $8,283.00

Of this total amount: 15% will be paid to the policy issuing Title Insurance Company: 85% will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows:

Amount To Whom For Services

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


Examined By:

TEXAS TITLE INSURANCE INFORMATION

Title insurance insures you against loss resulting from certain risks to your title.

The commitment for Title Insurance is the title insurance company's promise to issue the title insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date.

El seguro de título le asegura en relación a perdidas resultantes de ciertos riesgos que pueden afectar el título de su propriedad.

El Compromiso para Seguro de Título es la promesa de la compañía aseguradora de títulos de emitir la póliza de seguro de título. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y endenterlo complemente antes de la fecha para finalizar su transacción.

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

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

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

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

When your policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below.

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

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

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

You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at (800) 442-4303 or by calling the title insurance agent that issued the Commitment. The Texas Department of Insurance may revise the policy form from time to time.

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

Before the Policy is issued, you may request changes in the Policy. Some of the changes to consider are:

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

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

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


DELETION OF ARBITRATION PROVISION(Not applicable to the Texas Residential Owner's Policy)

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

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

The arbitration provision in the Policy is as follows:

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

__________________________________________________ __________________________SIGNATURE DATE



Premium Amount

1$8,283.00

Rate Rules

21000

PropertyType

340

CountyCode

4215

Liability atReissue Rate

5 6 7 8


Fidelity National Financial, Inc.

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

Personal Information CollectedWe may collect Personal Information about you from the following sources:

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

Disclosure of Personal InformationWe may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without limitation, the following:

To insurance agents, brokers, representatives, support organizations, or others to provide you with services you have requested, •and to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure in connection with an insurance transaction;To third-party contractors or service providers for the purpose of determining your eligibility for an insurance benefit or payment •and/or providing you with services you have requested;To an insurance regulatory authority, or a law enforcement or other governmental authority, in a civil action, in connection with a •subpoena or a governmental investigation;To companies that perform marketing services on our behalf or to other financial institutions with which we have joint •marketing agreements; and/orTo lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in title whose claim or •interest must be determined, settled, paid or released prior to a title or escrow closing.

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

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

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

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

Access to Personal Information/Requests for Correction, Amendment, or Deletion of Personal InformationAs required by applicable law, we will afford you the right to access your Personal Information, under certain circumstances to find out



to whom your Personal Information has been disclosed, and request correction or deletion of your Personal Information. However, FNF's current policy is to maintain customers' Personal Information for no less than your state's required record retention requirements for the purpose of handling future coverage claims.

For your protection, all requests made under this section must be in writing and must include your notarized signature to establish your identity. Where permitted by law, we may charge a reasonable fee to cover the costs incurred in responding to such requests. Please send requests to:

Chief Privacy OfficerFidelity National Financial, Inc.601 Riverside AvenueJacksonville, FL 32204

Changes to this Privacy StatementThis Privacy Statement may be amended from time to time consistent with applicable privacy laws. When we amend this Privacy Statement, we will post a notice of such changes on our website. The effective date of this Privacy Statement, as stated above, indicates the last time this Privacy Statement was revised or materially changed.


PRIVACY POLICY NOTICE

Purpose of Notice: Valley Land Title Co. respects the privacy of our customers’ personal information, so we want you to know the ways in which we may collect and use non-public personal information (“personal information”). Our practices and policies are set out in this notice. Types of Information We May Collect: In the course of our business, the types of personal information that we may collect about you include:

Information we receive from you or your authorized representative on applications and forms, and in other communications to ·us;

Information about your transactions with us, our affiliated companies, or others; ·

Information from consumer or other reporting agencies. ·

Use and Disclosure of Information:

We use your information to provide the product or service you or your authorized agent have requested of us. We may disclose information to our affiliated companies and unrelated companies as necessary to service your transaction, to protect against fraudulent or criminal activities, when required to do so by law, and as otherwise permitted by law. We do not share any personal information we collect from you with unrelated companies for their own use. Protection of Your Personal Information: We restrict access to personal information about you to those employees who need to know that information in order to provide products and services to you or for other legitimate business purposes. We maintain physical, electronic and procedural safeguards to protect your personal information from unauthorized access or intrusion. Changes: This notice may be revised in accordance with applicable privacy laws.

Valley Land Title Co. Privacy Notice (April 2010)

G.F. No. 132896Closer: ZO

VALLEY LAND TITLE CO.

It is important to Valley Land Title Co. that you are completely satisfied with our services.

Please complete the following survey; your participation is greatly appreciated. If you have any positive or negative comments that you would like to share with us, please provide them below. You can then place the completed form in the envelope provided. Also, if you prefer, feel free to fax or email the completed form to Paul R. Rodriguez, CEO at 956-217-3122 or email comments to [email protected]. Thank you for taking the time to assist us in providing quality service.

DATE: __________ NAME: _______________________________________________

How would you rate the accuracy of your closing?1. ______

How would you rate the quality of service received from staff?2. ______

How would you rate the level of service you received from the 3.closer?

______

How would you rate our overall service for friendliness?4. ______

How would you rate our overall service for hospitality?5. ______

How would you rate your overall experience?6. ______

Comments: (Please suggest any additional service that would have been helpful with your transaction or that would be helpful to you in the future)

5Very Good: 4

Good: 3Fair: 2Poor: 1

SURVEY RATING SCALEExceptional:

At least one of the following must be provided:

X

The two (2) most recent consecutive annual operating statement summaries;

All monthly or annual operating summaries available; and

Each of the following items, as applicable, is provided behind this tab:

X

X

X

X

X

Occupied Rehabilitation Developments

For Qualified Elderly or Supportive Housing Developments, identification of the number of existing tenants qualified under the TargetPopulation elected;

A relocation plan outlining relocation requirements and a budget with an identified funding source: (§2306.6705(6))

Pursuant to §10.204(7)(G)(i) through (ii) of the Uniform Multifamily Rules, any Application where any structure on the Development Site is occupied, or if the Application proposed the demolition of any occupied housing, the following items must be provided behind this tab.

Historical monthly operating statements of the Development for twelve (12) consecutive months ending no more than three (3) monthsfrom the first day of the Application Acceptance Period;

The most recent consecutive six (6) months of operating statements and the most recent available annual operating summary; or;

A rent roll not more than six (6) months old as of the first day of the Application Acceptance Period that discloses the terms and rate of thelease, rental rates offered at the date of the rent roll, Unit mix, and tenant names or vacancy.

A written explanation of the process used to notify and consult with the tenants in preparing the Application; (§2306.6705(6))

Any documentation necessary for the Department to facilitate, or advise an Applicant with respect to or ensure compliance with theUniform Relocation Act and any other relocation laws or regulations as may be applicable; and

If applicable, evidence that the relocation plan has been submitted to the appropriate legal or governmental agency. (§2306.6705(6))

The current property owner is unwilling to provide one or more of the required documents above, and a signed statement from theApplicant attesting to that fact is submitted behind this tab.

If one or more the above is not applicable, based upon the type of occupied structures on the Development Site, please provide an explanation of such non-applicability below:

This is a family property. The current owner is working with the development team. This is a rehab with existing residents. The residents will be relocated during the rehab of their apartment to a vacant unit on the property at no cost to the resident and all transfers to and from, of phone, cable and electrical plus moving costs, will be paid by the owner. The residents have already been informaed and are currently actively participaing in meetings that have been carried on by the development team.

lUniform Relocation Act (URAl Applicability (HOME Applications Only)

The proposed Development must be carried out in accordance with policies and procedures governing implementation of the Uniform Relocation

Assistance and Real Property Acquisition Policies Act of 1970, a> amended, Section 104(d) of the Housing and Community Development Act of 1974, and

the optional relocation policies adopted pursuant to 24 CFR 92.253(d).

A displaced person is covered under URA, regardless of the tncome of the person, 1f they are displaced by acquisition, rehabilitation, or demolition.

A displaced person is covered under Section 104(d) if they are a low-income person displaced by demolition OR conversion (if market rent of the dwelling

did not exceed the fa1r market rent before conver,ion).

These requirements apply to any DPvelopment that utilizes HOME funds 1f (check all that apply):

Q]rhe activity involves acqutsJtlon of proprrty occupied by a tenant. homeowner, or business.

Q]rhe activity involves rehabilitation of property occupied by a tenant, homeowner, or business.

Drhe activity involves demolition of existmg housing units.

Orhe activity involves conversiOn of occupied rental property occupied by any tenant.

If ANY of the above boxes are checked, complete the Residential Anti-Displacement and Relocation Assistance Plan Certification below.

Pursuant to §10.204(7)(g)(vi) of the Uniform Multifamily Rules, Applicants for HOME funds that plan to rehabilitate, demolish and/or reconstruct occupied

developments must certify that they will comply with the Uniform Relocation Act. By signing below, the Applicant certifies that they will comply with the

Residential Anti-Displacement and Relocation Assistance Plan (RARAP) approved by the Department on June 1, 2012.

The RARAP, as approved follows the Housmg and Community Development Act of 1974, and HUD regulations at 24 CFR §42.325. The Department,

through its subgrantees, will offer relocation asmtance for lower· income tenants who, m connection with an activity assisted under NSP or HOME move

permanently or move personal property from real property as~ dtrect result of the demolition of any dwelling unit or the conversion of a lower-income

dwelling unit in accordance with the reqUirements of 24 CFR 942.350.

A displaced person who is not a lower-incoml' tenant will be offered relocation assistance in accordance with the Uniform Relocation Assistance and Real

Property Acquisition Policies Act of 1970, as amended ("URA"), (Pub L 91 645, 42 U.S.C. 4601 §§ et seq).

The purpose and goals of the RARAP is to:

{1) Provide (through its subgrantees) Relocation Assistance

(2) Minimize Displacement

(3) Ensure a One-for-One Replacement of Lower Income Dwelling Units (HOME only)

1 (we) certify that 1 (we) have read and understand the Department's approved Residential Anti-Displacement and Relocation Assistance Plan (RARAP), and

I (we) will comply will all parts of the plan as they apply to this Application.

Signature of Applicant

Beatnz Farias

Printed Name

I K,q J 13 Date

Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Month Ending Trailing 1201/31/2013 12/31/2012 11/30/2012 10/31/2012 09/30/2012 08/31/2012 07/31/2012 06/30/2012 05/31/2012 04/30/2012 03/31/2012 02/29/2012 Actual

Actual Actual Actual Actual Actual Actual Actual Actual Actual Actual Actual Actual

Net Operating IncomeIncome

Rental IncomeRental Income

Base Scheduled Rent5120 - Gross Potential Rent RRI 27,448.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,776.00 26,738.00 321,946.005210 - Loss / Gain to Lease 1,928.80 2,290.01 2,255.00 2,330.06 2,275.13 2,118.00 2,251.16 2,222.62 2,290.04 2,103.13 2,178.50 2,077.93 26,320.38

Total Base Scheduled Rent 29,376.80 29,066.01 29,031.00 29,106.06 29,051.13 28,894.00 29,027.16 28,998.62 29,066.04 28,879.13 28,954.50 28,815.93 348,266.38Rent Revenue

5220 - Vacancy Loss (584.35) (788.77) (812.00) (735.64) (602.00) (503.00) (692.13) (267.00) (300.58) (592.77) (307.26) (1,146.55) (7,332.05)5295 - Concessions 0.00 0.00 (186.00) (158.00) 0.00 (192.71) (157.00) (279.00) (234.00) (195.00) (234.00) (319.00) (1,954.71)5297 - Write-Offs / Bad Debt Expense (137.90) (285.84) 0.00 (1,182.25) (529.93) 0.00 0.00 (175.73) (346.78) (581.43) (452.00) (256.88) (3,948.74)

Total Rent Revenue (722.25) (1,074.61) (998.00) (2,075.89) (1,131.93) (695.71) (849.13) (721.73) (881.36) (1,369.20) (993.26) (1,722.43) (13,235.50)Total Rental Income 28,654.55 27,991.40 28,033.00 27,030.17 27,919.20 28,198.29 28,178.03 28,276.89 28,184.68 27,509.93 27,961.24 27,093.50 335,030.88

Total Rental Income 28,654.55 27,991.40 28,033.00 27,030.17 27,919.20 28,198.29 28,178.03 28,276.89 28,184.68 27,509.93 27,961.24 27,093.50 335,030.88Other Revenue

5901 - Vending Commissions 41.92 0.00 0.00 22.44 0.00 0.00 57.76 0.00 0.00 47.64 0.00 0.00 169.765904 - Damages 62.00 0.00 4.30 120.00 0.00 0.00 4.00 0.00 118.00 6.00 0.00 0.00 314.305908 - Carpet - Repair / Replace 0.00 0.00 0.00 0.00 0.00 0.00 25.00 0.00 0.00 0.00 0.00 0.00 25.005910 - Laundry Revenue 327.79 435.71 372.47 526.07 499.51 508.40 1,030.91 716.88 645.58 623.88 428.56 739.66 6,855.425918 - Keys / Locks 10.00 11.00 1.97 25.00 0.00 0.00 10.19 0.00 0.00 0.00 0.00 0.00 58.165919 - Blinds - Repair / Replace 0.00 270.00 40.00 0.00 0.00 0.00 35.00 51.00 30.00 (16.00) 21.00 0.00 431.005920 - NSF and Late Fees 840.00 611.00 600.00 420.00 675.00 685.00 725.00 630.00 145.00 370.00 835.00 1,065.00 7,601.005945 - Lease Termination Fees 0.00 125.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 125.005960 - Application Fees 37.00 18.50 18.50 50.00 49.50 36.00 54.00 0.00 54.00 54.00 18.00 36.00 425.505990 - Other Revenue 0.00 0.00 0.22 0.00 0.00 0.00 0.00 0.00 0.00 (817.00) 0.00 817.00 0.22

Total Other Revenue 1,318.71 1,471.21 1,037.46 1,163.51 1,224.01 1,229.40 1,941.86 1,397.88 992.58 268.52 1,302.56 2,657.66 16,005.36Total Income 29,973.26 29,462.61 29,070.46 28,193.68 29,143.21 29,427.69 30,119.89 29,674.77 29,177.26 27,778.45 29,263.80 29,751.16 351,036.24Operating Expenses w/Taxes & Insurance

Operating ExpensesPayroll Expenses

6110 - Office / Management Salaries 2,513.34 2,579.76 2,513.34 2,513.34 2,513.34 2,513.34 2,383.34 2,383.34 2,383.34 2,383.34 2,383.34 2,383.34 29,446.506115 - Bonuses / Commissions 0.00 396.52 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 396.526120 - Maintenance Salaries 2,456.99 2,422.55 2,567.47 2,612.65 2,364.86 2,582.60 2,780.91 2,509.88 2,693.90 2,625.56 2,267.35 2,709.84 30,594.566150 - Payroll Taxes 603.24 485.51 457.13 461.67 438.80 459.09 464.14 439.95 457.24 542.01 567.00 626.30 6,002.086151 - Workman's Compensation 115.88 114.41 112.40 113.18 104.66 111.77 121.22 110.29 115.78 114.60 100.86 117.37 1,352.426152 - Health Insurance 657.32 657.32 655.64 655.64 655.64 653.52 653.52 660.94 653.52 653.52 655.56 668.52 7,880.666152.001 - Other Employee Benefits 0.00 13.55 18.00 38.77 9.98 0.00 9.94 0.00 47.86 0.00 0.00 0.00 138.10

Total Payroll Expenses 6,346.77 6,669.62 6,323.98 6,395.25 6,087.28 6,320.32 6,413.07 6,104.40 6,351.64 6,319.03 5,974.11 6,505.37 75,810.84Management Fee Expenses

6175 - Management Fee 1,448.44 1,444.24 1,367.37 1,460.53 1,438.71 1,431.17 1,473.15 1,454.90 1,480.17 1,360.60 1,409.70 1,641.92 17,410.906177 - Asset Management Fee 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (1,390.76) 0.00 (1,390.76)

Total Management Fee Expenses 1,448.44 1,444.24 1,367.37 1,460.53 1,438.71 1,431.17 1,473.15 1,454.90 1,480.17 1,360.60 18.94 1,641.92 16,020.14Administrative Expenses

6203 - Seminars / Conv Meetings 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 313.22 0.00 0.00 313.226310 - Copies and Printing 21.77 8.71 8.10 12.94 0.65 0.54 2.04 7.41 25.56 0.80 8.82 0.00 97.346311 - Office Supplies 176.14 0.00 98.23 86.59 0.00 0.00 162.34 0.00 36.75 177.72 0.00 23.12 760.896312 - Computer Expense 356.58 165.19 217.87 211.69 25.17 102.37 102.37 167.37 102.37 143.47 97.49 97.49 1,789.436313 - Employee Training / Seminars 179.29 200.00 85.25 204.20 58.96 17.69 16.82 15.28 206.60 212.50 0.00 20.00 1,216.596325 - Dues/Subscriptions/Licenses/Permits 359.00 0.00 0.38 162.00 0.00 0.00 0.00 0.00 0.00 350.00 0.00 359.00 1,230.386335 - Credit Reporting / Application 26.00 0.00 78.00 0.00 26.00 26.00 0.00 39.00 143.00 26.00 0.00 39.00 403.006351 - Alarm Systems 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 21.64 0.00 0.00 0.00 21.646360 - Telephone / Pagers / Internet 180.18 259.11 239.11 287.00 381.46 248.81 402.42 209.66 199.01 0.00 (19.76) 200.78 2,587.786361 - Answering Service 75.78 116.85 76.00 75.78 75.78 75.78 75.78 75.78 75.78 0.00 151.56 75.78 950.656365 - On Site Travel / Courier 315.07 20.30 456.20 28.93 265.97 156.89 121.36 122.54 356.32 378.44 343.52 74.44 2,639.986376 - Uniforms 0.00 0.00 0.00 0.00 0.00 156.73 0.00 0.00 27.15 0.00 0.00 0.00 183.88

Delta EstatesTwelve Month Trend - Detail

Sq Ft 57,716 Units 641

1Sq Ft 57,716 Units 64Client - Green Valley Estates, LTDRegional Mgr-Jason GregoryProperty Mgr-Marcia PenaAccountant-Harvey Ellis

Created on: 02/25/2013, 04:06 PM 0 Page 1



6391 - Bank Service Charges 0.00 0.00 0.00 (8.00) 0.00 0.00 35.00 0.00 62.66 0.00 0.00 0.00 89.666395 - Equipment Rental 0.00 0.00 75.00 0.00 0.00 0.00 0.00 29.77 0.00 0.00 0.00 0.00 104.77

Total Administrative Expenses 1,689.81 770.16 1,334.14 1,061.13 833.99 784.81 918.13 666.81 1,256.84 1,602.15 581.63 889.61 12,389.21Advertising Expenses

6210 - Advertising 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 20.00 20.006220 - Promotions/Resident Refreshments 0.00 0.00 104.59 0.00 0.00 0.00 104.34 0.00 15.45 5.75 0.00 43.32 273.45

Total Advertising Expenses 0.00 0.00 104.59 0.00 0.00 0.00 104.34 0.00 15.45 5.75 0.00 63.32 293.45Utilities Expense

6450 - Electric - Common Areas 2,406.40 1,543.99 1,646.16 1,892.07 2,304.11 1,202.44 1,661.03 1,692.48 1,776.38 1,613.13 1,594.99 1,517.41 20,850.596451 - Water / Sewer 1,235.98 522.71 2,342.42 733.70 1,958.45 2,038.18 1,869.58 1,554.69 1,611.92 1,194.65 1,145.30 1,199.22 17,406.806453 - Telephone/Cable/Internet Svc 121.05 0.00 0.00 0.00 (339.91) 41.55 83.10 36.11 35.83 35.83 35.83 35.83 85.226492 - Utility Billing Service (29.63) 92.00 63.31 62.37 62.37 62.37 0.00 0.00 0.00 0.00 0.00 0.00 312.79

Total Utilities Expense 3,733.80 2,158.70 4,051.89 2,688.14 3,985.02 3,344.54 3,613.71 3,283.28 3,424.13 2,843.61 2,776.12 2,752.46 38,655.40Operating & Maintenance Expenses

6515 - Janitorial / Cleaning Supplies 0.00 19.78 85.02 9.73 30.57 5.94 56.11 29.19 42.71 62.32 8.64 54.40 404.416517 - Janitorial / Cleaning Contract Labor 0.00 89.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 89.006518 - Plumbing Supplies / Repairs 125.27 265.71 200.15 37.50 5.43 238.53 132.12 14.06 195.25 212.07 249.76 206.75 1,882.606519 - Rprs/Maintenance/Laundry Maint/Make Ready

0.00 106.03 301.34 4.64 49.96 186.79 41.71 57.05 322.31 0.00 31.11 0.00 1,100.94

6520 - Exterm / Pest Control Contract 135.31 135.00 (83.35) 83.35 0.30 165.10 84.60 83.40 83.35 83.35 83.55 83.35 937.316521 - Exterm Supplies In-House Staff 0.00 6.48 25.39 0.00 0.00 0.00 0.00 8.11 0.00 8.11 0.00 0.00 48.096525 - Garbage / Trash Removal Contract 748.66 748.66 748.66 788.29 709.03 709.03 689.41 661.41 689.41 675.41 661.41 675.41 8,504.796534 - Fire Alarm/Sprinkler Contract/Supply 0.00 0.00 0.00 0.00 0.00 0.00 43.27 0.00 0.00 0.00 0.00 0.00 43.276535 - Grounds Supplies 0.00 0.00 30.23 4.32 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 34.556537 - Grounds Landscape Maintenance 822.70 822.70 822.70 822.70 822.70 822.70 822.70 822.70 822.70 822.70 822.70 822.70 9,872.406538 - Grounds Additions 0.00 0.00 0.00 0.00 0.00 0.00 1,964.94 0.00 0.00 0.00 0.00 0.00 1,964.946539 - Electrical Repair / Supplies 79.52 0.00 0.00 14.64 116.70 (0.04) 100.93 30.24 16.59 11.90 20.56 113.58 504.626541 - Interior Repairs / Supplies 179.95 0.00 2.58 0.00 59.16 0.00 0.00 0.00 191.61 50.72 3.24 0.00 487.266542 - Exterior Building Repairs / Supplies 23.86 0.00 201.10 0.00 9.69 0.00 0.00 52.18 7.55 181.51 18.57 4.85 499.316543 - Appliance Repairs / Supplies 0.00 0.00 34.47 19.33 0.00 (13.21) 85.06 19.33 55.08 37.69 37.63 108.92 384.306546 - HVAC - Supplies / Repairs 56.71 543.62 44.82 34.63 90.03 102.55 475.88 547.04 94.07 426.62 65.09 410.58 2,891.646549 - Garage Door Repairs / Supplies 0.00 0.00 3.12 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3.126550 - Pool Repairs / Supplies 0.00 0.00 583.47 0.00 0.00 0.41 32.00 0.00 306.94 313.47 0.00 0.00 1,236.296551 - Painting/Contract Paint/Wallpaper 22.68 107.59 53.13 208.60 9.73 4.32 281.15 63.37 194.35 260.71 2.70 149.29 1,357.626552 - Carpet Clean Suppl / Repairs 0.00 0.00 0.00 238.86 119.08 0.00 0.00 292.28 357.24 541.27 340.99 0.00 1,889.726562 - Keys/Locks/Gates Expense 0.00 0.00 0.00 0.00 0.00 0.00 0.00 48.71 22.06 0.00 0.00 0.00 70.776570 - Vehicle & Maint Equip Operations 10.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10.006590 - Misc Oper / Maint Expense 0.00 0.00 0.00 0.00 0.00 0.00 0.00 101.60 54.89 65.06 105.98 121.98 449.51

Total Operating & Maintenance Expenses 2,204.66 2,844.57 3,052.83 2,266.59 2,022.38 2,222.12 4,809.88 2,830.67 3,456.11 3,752.91 2,451.93 2,751.81 34,666.46Total Operating Expenses 15,423.48 13,887.29 16,234.80 13,871.64 14,367.38 14,102.96 17,332.28 14,340.06 15,984.34 15,884.05 11,802.73 14,604.49 177,835.50Taxes & Insurance

6720 - Property & Liability Insurance 1,140.92 1,140.90 1,140.92 1,140.92 1,140.92 1,140.92 33.57 1,174.50 1,107.33 1,107.36 1,107.33 1,107.33 12,482.92Total Taxes & Insurance 1,140.92 1,140.90 1,140.92 1,140.92 1,140.92 1,140.92 33.57 1,174.50 1,107.33 1,107.36 1,107.33 1,107.33 12,482.92

Total Operating Expenses w/Taxes & Insurance 16,564.40 15,028.19 17,375.72 15,012.56 15,508.30 15,243.88 17,365.85 15,514.56 17,091.67 16,991.41 12,910.06 15,711.82 190,318.42Total Net Operating Income 13,408.86 14,434.42 11,694.74 13,181.12 13,634.91 14,183.81 12,754.04 14,160.21 12,085.59 10,787.04 16,353.74 14,039.34 160,717.82Financial Expenses

6820 - Interest on Mortgage 6,485.25 5,975.34 5,988.85 6,351.68 6,190.21 6,026.64 6,391.44 6,594.96 6,594.96 6,431.75 6,088.55 6,637.20 75,756.83Total Financial Expenses 6,485.25 5,975.34 5,988.85 6,351.68 6,190.21 6,026.64 6,391.44 6,594.96 6,594.96 6,431.75 6,088.55 6,637.20 75,756.83Non-Operating Expenses

6751 - Asset Mngmnt Fee 289.69 288.85 273.47 295.41 288.98 286.23 294.63 290.98 296.03 3,381.48 0.00 0.00 5,985.756754 - Auditing 0.00 0.00 0.00 0.00 0.00 2,350.00 0.00 0.00 0.00 0.00 0.00 0.00 2,350.006755 - Comm Cntr Oper Exp 0.00 0.00 0.00 0.00 0.00 0.00 (78.86) 0.00 36.84 42.02 0.00 0.00 0.006757 - Resident Activities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 117.55 0.00 0.00 117.556758 - Professional Fees - Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,600.00 0.00 0.00 0.00 1,600.00







Total Non-Profit Expenses 289.69 288.85 273.47 295.41 288.98 2,636.23 215.77 290.98 1,932.87 3,541.05 0.00 0.00 10,053.30Rehabilitation Costs

7226 - Boilers / Boiler Room 401.02 0.00 0.00 0.00 289.02 (183.41) 1,251.85 0.00 0.00 336.34 768.70 1,413.11 4,276.637230 - HVAC 989.41 0.00 0.00 888.46 873.04 0.00 0.00 877.78 0.00 0.00 0.00 0.00 3,628.697237 - Windows 153.28 0.00 90.58 0.00 0.00 0.00 0.00 0.00 0.00 0.00 265.07 0.00 508.937238 - Screens 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 103.92 0.00 103.927240 - Electrical / Colar Devices 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 69.99 0.00 69.997245 - Plumbing 0.00 0.00 0.00 0.00 0.00 0.00 30.56 56.26 167.69 148.45 70.74 0.00 473.707248 - Toilets / Toilet Seats 0.00 0.00 0.00 0.00 0.00 0.00 106.70 0.00 43.26 27.05 0.00 48.68 225.697255 - Signage (0.25) 98.00 0.00 0.00 0.00 0.00 0.00 38.88 0.00 0.00 0.00 0.00 136.637260 - Pool 0.00 0.00 0.00 0.00 0.00 0.00 3,200.00 0.00 0.00 0.00 0.00 0.00 3,200.007265 - Landscaping / Tree Trim / Drainage 0.00 0.00 0.00 2,205.38 0.00 0.00 0.00 1,946.89 0.00 0.00 0.00 0.00 4,152.277275 - Computers / Software 0.00 0.00 0.00 0.00 0.00 0.00 1,136.63 0.00 0.00 0.00 0.00 0.00 1,136.637286 - Fencing 0.00 0.00 0.00 0.00 0.00 1,100.00 0.00 0.00 0.00 0.00 0.00 0.00 1,100.007289 - Balconies 0.00 17.31 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 17.317292 - Cabinets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 25.40 30.28 0.00 55.687295 - Carpet & Vinyl Replacement 2,879.37 0.00 0.00 0.00 0.00 2,879.37 0.00 0.00 0.00 0.00 (1,214.85) 0.00 4,543.897296 - Appliance Replacement 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 966.66 916.99 1,883.657297 - Wallpaper 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 57.05 57.057298 - Drapes / Blinds 0.00 0.00 0.00 0.00 0.00 0.00 39.93 0.00 329.96 0.00 0.00 188.25 558.14

Total Rehabilitation Costs 4,422.83 115.31 90.58 3,093.84 1,162.06 3,795.96 5,765.67 2,919.81 540.91 537.24 1,060.51 2,624.08 26,128.80Cash Flow 2,211.09 8,054.92 5,341.84 3,440.19 5,993.66 1,724.98 381.16 4,354.46 3,016.85 277.00 9,204.68 4,778.06 48,778.89Cash Collections

4100 - Cash Collections 28,968.81 29,009.72 27,347.47 29,390.51 28,499.26 28,623.40 29,412.93 29,097.93 29,760.45 27,250.18 28,458.97 33,213.30 349,032.93Cash Collections 28,968.81 29,009.72 27,347.47 29,390.51 28,499.26 28,623.40 29,412.93 29,097.93 29,760.45 27,250.18 28,458.97 33,213.30 349,032.93Occupied Units

4110 - Occupied Units 62.00 62.00 62.00 62.00 61.00 63.00 63.00 63.00 63.00 63.00 64.00 62.00 750.00Occupied Units 62.00 62.00 62.00 62.00 61.00 63.00 63.00 63.00 63.00 63.00 64.00 62.00 750.00





02/18/2013 12:08

Rent Roll report 9562623638 DELTA ESTATES PAGE 01/05

Page 1 of3

United Cere Ma:::nil~g!::.cm~en~l.~l:,:nc::.__ _______________ :.::te::..:n·;;.::!M:;::3:..·.::00:..:1

Rent roll rtDOrt Delta Eatatt& .

Report created ot1 ea10nct.v dale: 211 B/2013 (property d~te: O:V1812013)

All Pl'(opertles

squart ActualliJIIIIng Depo~lt(s) Depoalt(s) on Move In LIOIISP. End Unit BldgiUnlt Name Floor Plan Footage Amount Required Hand Date Data Statu& 101 ROdriguez. Jose 2 Bedroom 887 ·181.00 125.00 0.00 1210112011 11/30/2013 0

·;·c:i2--Perez(eH";:·M;oa;····---r~~;;;----.. ---867-.. , .... ____ ~iSO:oo····----i'-s~ao--··- .. -m~oo'"iniioW201T-"iiii3;72oi3 ____ o .......

·;o3~iED"HT.L'or&M·----2,..-e!ii~om _____ s67----~~s·r.oo·----;:;~oo-·--···- us.oo o71121zoi 1 o7131tzo13 ___ o __

104-····can:ec;n.·Riio~-- -ii~r~om ---·-·u~7---·ri4:o-o·----;25~oo··-- 12s.oo o91oii2o1z o9/3o/2o1i--o----............. ~---· ............................... ____ .................................. --···-······· ........................ _ .................................... _. ____ ,.. ____________ ............ .

2ii1 .......... v8ga(Riif."c3;;;;;:;c;:a-..... 2 Bedroom ee7 cs1.00 12s.oo 12s.oo o7/o9t2007 07131t2D1J o 60"1o 2o2 .............. v~CiiJ;;i···-············ ....... H;ii;:oom-----867 ............... · · · 4sa:oo-·············125:oo .. _ · -·-· .. ···o:ci'o· ........... _____ ... _ .... ·- .... ______ iiii .... . 60%

·········:re&<Src;om··--· ···············-·-·as?"''········· ····-3as·:ci'o······· ... --........... ,.25:ao····-········· ...... 125oii· 12i2~/2o1·1--····06ia(ii2o1·2············-··a·· .. .... 50% '204 ............. Aimiri!Z:"iefii:Ai'iit' ........... --·ieeiin:io;:;; .................. ,a, ........... ··············4s·o:oo ................. 1:!5~oo-·......... "1?.S:oo'o3i31izo1o'···· o4i3oi2oir·-··'""o ······ 60%

·3o1 ______ o&~-Toro(i:."H>. Mana rii-re;.;;··.;ii!ii~-----··a23----·-·-·- 44~.i:io ....... - .. 12s:oo----.. ··;2s:oo-1'11'111zo1-, -;-ii3oiioi3--o-· GO%

Jii2---·--·v8id~(Hc)."'Ail!la -··-···------, aee~room--···· ----623-----3sfoo··---··--17.e.oa-····125.oo-·;o;o,t2o, 1""1Di3i'i201a--o··- · SO%

1 BeCiroOm ...... ___ ...... 8'.3 357.00'''""" 125.00 ISO%

1"itcirm ............ -----rn··-·-··i7s~oo·---i25~oo"'·---- ... 12s.oo 091o112oo7 ·-·09i30i2~~-·a-·-eo%

·4a1···············iiem&neiez:·ceHi:'Juiiit'ii········-·--·······,·ae<iroo;:;;·-.. -·---.. -·s23 ___ , ___ 31 s.oo ·----····· .. ,25.oo· ........... -,..2s·:aa'"o2129i2o12 .... o2i2si2or3 ........... o ....... -SO% 4o2 ......... vacant""'" ........ · · · ... .. . .... faeiiriiiiiil .. ----········ '62:5" ....... -- ·--2oroa····· .. ·•• .. ,..zs:oo .. -· ... ·- -·--o:oo·-··-- · · · · · · ·· -__ .......... vR·· · SO% 4o3 .. ,. .............. oriiz .. Mai1ine7.:··:Jo5e·M;;;ii;i······1··e·lllioom······ .. -· .. ··-···· .. ···-.. a2s ............................. 319:oo··-·-··· .. ··············,-~-:oo····· ................. ,.25:oo .. o1/o1-~o12. ······;;2i3i/2o1·a·······-....... o ........ . 50% 4o4 .............. Ramire~-(if'li):·Rilui ........................ , .. ii.!!'dmom .............................. &23 ........................... 37s~Oi,--.............. -.i-2s~66····· ................. 125:·oa··-,·:;ioii2oo2·---,-1'i3oi2o1·a·· .. ·····--·rs········ .. 60_%!.::......... __

so,--··--Rildri!iul!i(E'Hi,"'Mar'ftil-----38od'room ---1o7if-------... 525~~----;·2s.'oo···-·· .. , ..... 125-:Do 02IO!I~oo8'"o2i2iii2613--o--

502

001

eo% Mscleil'Eoiii.-criitina"··-··3 .. 8earo:_om----,o~···-541:oo

GO% 1as.oo 1013112013 ........ 0 __

3 Bedroom 50%

····1o7Ei' ........................ ·45a:ao···························,-zs'oii' ................... , .. 2ii"oo··a·ero1i2ooa .. , .. ,oT31i2o13 ______ o __ 1078 ·----· 541,00 ------12s.ciii ____ .... 1.2s:Oo···:;2i14iiii"12-12i31i2ii1-3'"-'"i5"'-···

·--ro;B""---·sls:oo----·m:oo-- 1,.s.oo o1t:za,:~oos-·01;31i;,o1T·--c;--

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Rent Roll report 95Ei2Ei23Ei38 DELTA ESTATES PAGE 02/05

Page 2 of3

Bldg/Unit Name FloorPIIIn Squ•re. A'tu•l anung

FOotii!J! A :nount cepo~lt(s) Deposit(&) on Move In Leas• End Unit

Required H•nd Cat• D•ll! Status

so•.w ---·· ···----···· .. ·-··-··---···-.. ·-··"··-··-·----·· .. 902--l.ee (eO''H):'Mieneii8"'"--'Te';ii;:oom··----1 o76 ······---541.00, ••.• 1 i5.oo 125.00 09/2412008 10/31/2013 0 ·--~~!.. -··---·-··-· ... ----·--·-··-· , ___ .. ___ ·-------

!103 -~(e'D"Hi':Ec;w.,-r<l-:-o--3 Bf!droom ·1076 S41.oo 12s.oo 125.oo 1oio312o11 10131/2013 o 9o~r·-·--p-Gfia(EHl. velme ---3~~'!om 107t,. ...... __ 52'ir00 __ ,. ... _1?.s.oo --m·.oo 04/0:!I2oo7 o513ii~-o·-· ·;oo:r··-·a8cc;(EH');·cv·nihia ..................... ,.a:·~~;;;·· ......................... eii7···--·-·--·4so:oo·········--·-··.;25:oo·······················;·;.s.-oo·oei"o1i2oo7 ·····osi31ii·m--······c;· ....... . ·:;oo2···· --·u;P&l~:io&~ ....................... -·2·s:~~c;m·· .. ·- ........... 897 ·---· .. ···-473 :-cia·· ·- ··-·1·2-s~oo··· ·· · .. 1.2s.oo·o7i30i2o'12 •. o7/31'i;.o13--····c;· ···· ·1oii3. ·····saii"iiil;·ce:o·fii:J<iniilell;· ......... 2 .. 8:~- · ................. ii67'··e·· .............. 4'oio0'" .. ···· ........... 1:i5:oo .......... · · 12s:oo .. 1'2iii"ilzoo91173cii201'3 __ , ... · o .... .

1o04 ___ "Giircia(i=ic·ii}:·cc;ri···--··· .. · ..... 2 .. sl~m ....... · ···· · ·aer ................. 4eroo··- · · ·- -1'-s:oo ............... ,76:oii a7/12i2o11" o7i31'izo13-· · ···cl'·· · 1101--'""ijii'iloz(fHi,'YV'onne"-·""--" ?. .,::~"'""''"·-··-·-867--4eo~oo ___ , .... _ _._12o.oo ·-·'"'12S.oo"o3i17i20i1 o3131"12o1i""'"'-·a··--

---~!~----···-·--------.... -.--····--·-.. ---· .. ~···---·--·---·-----............ -----11o2 __ .... vic8ni"'"'_____ ~Bedroom es1 •ss.oo 17.5.00 o.oo vR

Alonzo (EO H), ~uby

60'Yo

2 8etlroom 50%

8$7 384.00 0. 00 1111 112008 1113012013 0

'15o:C'"·"·~·M'Oii·~;,-Di~;,r•h-···· .. ··-·--·-··-"2siiiii-;;-om--·--aa-;···---·-·-4o&-:oo·--·--·····12S.iio-····-··-125.'iio··;;,;&i2o12"o~iimo13"-····a·-· 50%

·;oa·:r··--·-·vaid8i.iEHreiiZabith"·-··-2Bearoiim---·---esy-~-460:ii0--···--:;·21foo""'"'-···-;25~iir;·o;osi2o'-to"'·"10ii1i2013--·a-·-· 90'Yo

·fso2·····-·····Miirtilil!i .. ieD"H>;·"Aiici8 .................... ,.eeliioom·······-.................... 8e7·-···········-......... 364:oo······ ................ ,~6:oa··-··· .. ·········125:oo·oi:ilo9iiooo······o3i3·;·i:zo;·:;-···········-.. o·····-· 50%

1io3-··v"tiii8Ci8('Eo'H):HOii;;o~;--2i;d;;;;;;;···-· .. -··-a"Ei7 ____ .. ___ 3B4-:"oo-·-----1;.s.oo·--.. -··12S~oo· o411s1zo1 o 0411412012 0

'18ii4--·Aitainlrano. Anita 50'Yo ·-·-··2a;d,oo;;;·-····-.. ·-es7-·-.. -·-·.ioo·.oa·-........... _.12!iM-····;-:2s~ifo"'CSioii2012'"-·o4i30Qo13··········c;···· .. 50%

100% (gross) polenthil billing v11lue

Totalacheduled deposl~ Total depo!llts on h~nd Totlll rentat>ll!> square footage

----~~~

9,075.00 =:·-·7-;;;e:z·.oJi

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Rent Roll report 95&2&23638

Dwcription

DELTA ESTATES PAGE ~3/05 Page 3 of3

Numbl!r of lJ.!!!!!, ----......!:Ft~t>n!!;t S:::;ch::.,::edu=le::.._ _____ ....;A!';rrmu: ---···- ----------------M---·······---·-......... ______ ,., ..... ________ ...... ,_64

Total Units · -

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Tenant Notification Delta Estates Apartments

We are making an application to the Texas Department of Housing and

Community Affairs for the rehabilitation of the Delta Estates Apartments. Estamos preparando una aplicación para el Texas Department of Housing and Community Affairs para la rehabilitación de los Apartamentos de Delta Estates.

The rehabilitation should take approximately one year. La rehabilitación tomara apoximadamente un año.

If you are relocated, it will be on the same property.

Si es relocalizado, sera dentro de esta misma propiedad. All transfer fees and relocation (if necessary) will be paid for through the

development costs. El costo para relocalizacion y cualquier otro cargo de traslado sera pagado a través del los costes de desarrollo.

The rents will remain the same.

Las renta’s permanecerán igual. There will be a series of meetings to keep the residents informed

throughout the process of this project. Habrá una serie de juntas para mantenerlos informados de el proceso y avance de este projecto.

NAME

elta Estates Apartments Resident mee1ma January 28, 2013

Address TELEPHONE ARE YOU A

RELOCATION PLAN The purpose of this relocation plan is to create a smooth and informed transition for the residents of Delta Estates Apartments during the renovation and new construction of the low income housing tax credit project. The Delta Estates Apartments development were built in 1998 and consists of sixty-four, (64) units on approximately 6.523 acres, at 300 Mile 2 West, Edcouch, Hidalgo County, Texas. This development is in need of all units to have additional rehabilitation. The development team has been involved in several relocations over the past ten (10) years. From experience, we have found out that the information process, inclusive of residents, makes a harmonious and successful transition for all those concerned, particularly the residents. Some of the residents have resided at Delta Estates Apartments for ten plus (10+) years. The construction will be performed in phases so residents would be moved in groups of about 8 units (2 buildings) at a time. Rehabilitation construction will take approximately one year. The relocation plan is as follows: Moving The residents at Delta Estates Apartments have lived in their apartments for many years, so the move will be a lengthy process. They will most likely have to be moved in stages ensuring that they will not feel rushed. Many times they want to move with a friend adding difficulty to the schedule. The development team in cooperation with the property management will try with their best efforts to bring the residents back to their original apartments. Moving Costs $500 move-in and return/64 units $32,000 Special Needs It is expected to find some of our residents with required special needs (locating equipment and set-up, i.e. ventilators, hospital beds, humidifiers). The needs will be handled by specialists with technical supervision. Budget 2 units $ 3,000 Utility Deposits Utility deposits and telephone transfer fees will all be paid by the development ownership. Transfer of the telephone is essential for our residents and the

electric company deposit will more than likely be added because it will involve a new service address. Utility Deposits $0 The above plan lays out a well thought out process to insure success. We look forward to a relocation that will strengthen the outcome of our project. TOTAL BUDGET $35,000

residents and Board of Directors of the began in 2012.

persons (Elected Officials, etc.) were informed in December 2012, In 2013 the development team met with the leaders of the

and to advise them of future meetings with all

was given to each resident in English and Spanish. Additional General Information were provided to the manager to give to the residents that were unable to for nt<"('<"('t''"

Ma11aqer

X Site Plan which;

X

X identifies all residential and common buildings

X clearly delineates the flood plain boundary lines and shows all easements

if applicable, indicates possible placement of detention/retention pond(s); and

X indicates the location of parking spaces

X Building Floor Plans

X Unit Floor Plans for each type of Unit

X Elevations for each building type and must include:

X a percentage estimate of the exterior composition

X proposed roof pitch

X

Architectural Drawings Must be Submitted Behind this Tab

includes a unit and building type table matrix that is consistent with the Rent Schedule and Building/Unit Configuration forms.

Photos of building elevations (for Rehab and Adaptive Reuse developments that will not alter the unit configuration.

'· ~~-!;

j:

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DATE OF Ffi(P,llitA.nOH, .I.IM.·, 2001

I I I I I I I I I I

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ORA• 8'1': .8G

=JEH~ JAVIER HINOJOSA ENGINEERING CONSULTING ENGINEERS

-411 t. 110\1[ A'WINUE WI:AUlH, TUM

l'tiOIK (IS&) &68-""

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SCAlE' t". 40' .... ,.._ M POt IIIOif1H CII'ASI.lO

DomoCT\fOL2.1'8.7H.C.W..t.

GROSS AREA: 6.523 acres IN MILE 2 WEST:

AREA IK DRAIN DITCH EASMT.:

1) C.P.L. REQIJIHS A 10' EAS£NEtfl FOR ITS UNDEftGROUNO/OVDHW Plt!a~ARY EU:CT.RICAL CABLES ANO ASSOClATEO F~LITIES AND/OR S' EAS£11100 !"Ofl

~:i~~~~s~u~gt:rO:~r:' ~8~~f,t~~ ~o,~ D££0 Rt:COIOS Of HIDALGO COUNTY. TtXAS..

2} A tO' WID( PERWAHtHT CAS£W£NT SHALL 8[ LOCATED AS 9EING 5' FEET ON tAC1l SID£ Of TH£ liWH TEI..EPHONE C"A8l.f FOU.OWING THE INITIAL Ur'STALLAnON. THtSt LDCAMHS TO M WUTUAU.Y ACR£!t UI"''H rrr lHt GRANTO~ AND THE TCLEPHONC COIM'.uiY ENGINEER IK ADVAHCt or THt WORK, 8UT ONCE fHS'tAW:O SHALL CQNSTITUT£ THC Pi:Rt.IAHENT LOC#.TIOM MID ctHfEIUN£ or" SAID EASOI[Nl AS RI:COROED IN DOCUW£1111 #8JI7.40 Of'" THE DEED RECORDS OF HIDAlGO COUNTY, TtXAS.

3) £AS£WtNTS, RULES, REGUUTIONS, AND IUGHfS IN FAVOlt or liiDAUIO AND CAW£110N IRftlGA'hOH DISTIJCT MO. t.

NET AREA:

0.264 acres

0.502 acres 5.757 acres

! I. II I I I ~I~

I I V I

I h1 I ' I I I /

i 0:1 10

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( ~· ~

'<-7' '\,-' 4) THIS lJlACT OF I.AMD IS IN lON£ "X" ON A HOOD INSUitAICt lltlr£ WAP. UNIT TYPE NO. OF UNITS

8 _f'v C:OlAIUtfCTY PANfi NO. 480334 OJ$0 C: R£YI!EO JUN£ 6, :lOCO.

5) THtS SUJiV['i' PR£PARED IJAStD ON TITLE: COI4tnWENT G.f. No. 101S04 DATED APRIL 24, 2001 AS ISSUED BY r1D£L11Y NAilONAL TITLE INSUIWIC£ CONPo\HY.

LEGAL DESCRIPTION A 8.S23 •CRE 'I'HACT OP lAND, WORE OR LESS, BEING THE SOUnJ (1.623 .ACRE OF THE !1\ST 15.00 ACRIS OF FARM TRACT ,218!, NORTH CAPlSA.U.O DISTRlCT SUBDMSION AS PER MAP OR PUT TBERIOF RECORDED IN VOLUME 2, PAGE 7, NAP RECORDS HIDALGO COUNTY, TEXAS.

A 1bd, 1bath

8

c TOTAL

2bd, 1bath

3bd, 2bath

36

20

64

AOne Bedroom/One Bath

BTwo Bedroom/One Bath

CThree Bedroom/Two Bath

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DESCRIPnctl leASE j FLOOR j WAU.S I COUNG HEIQH I REMARKS

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Specifications and Amenities

Building Configuration (Check all that apply): Single Family Construction SRO Transitional (per §42(i)(3)(B)) Duplex Duplex

Scattered Site X Fourplex > 4 Units Per Building Townhome Townhome

Development will have (check all that apply): Fire Sprinklers Elevators # of Elevators Wt. Capacity

Parking (consistent with Architectural Drawings): 0 Number of Shed or Flat Roof Carport Spaces 0 Number of Detached Garage Spaces

0 Number of Attached Garage Spaces 134 Number of Uncovered Spaces

0 Number of Structured Parking Garage Spaces

Floor & Wall Compositions: 98 % Carpet/Vinyl/Resilient Flooring 8 Ft. Ceilings

2 % Ceramic Tile

% other Describe:

1 2 31 2 12 9 5 16

A 1 1 623 4 8 4,984 B 2 1 867 4 36 31,212 C 3 2 1,076 4 20 21,520

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Totals 8 36 20 - - - - - - - - - - - - - - - - - - 64 57,716

Net Rentable Square Footage from Rent Schedule 57,716

Total # of Residential BuildingsBuilding Label

# of Bedrooms

Number of Stories

BUILDING/UNIT TYPE CONFIGURATION

Number of Units Per Building

Number of Buildings

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

Total Sq Ft for Unit TypeUnit Label

Unit Type

Sq. Ft. Per UnitTotal # of

Units # of

Baths

C 3 2 1,076 4 20 21,520

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 - - -

Total Common Area Per Building Label

Total Interior Corridor Per Building LabelInterior Corridors (elevator served, Supp. Hsg. [see QAP §11.9(e)(2)])

Total Common Area used in Cost per Square Foot calculation for Supportive Housing DevelopmentsTotal square footage outside NRA

Common Area (Supportive Housing buildings [see QAP §11.9(e)(2)])

107Private Activity Bond Priority (For Tax-Exempt Bond Developments ONLY):

HTC Unit Designation

HOME Unit Designation(Rent/Inc)

HTF Unit Designation

MRB Unit Designation

Other Designation/S

ubsidy# of Units

# of Bedrooms

# of Baths

Unit Size (Net Rentable Sq.

Ft.)

Total Net Rentable

Sq. Ft.

Program Rent Limit

Tenant Paid

Utility Allow

Rent Collected

/Unit

Total Monthly Rent

(A) (B) (A) x (B) (E) (A) x (E)TC30% LH/50% 5 1 1.0 623 3,115 294 92 194 970 TC50% LH/50% 3 1 1.0 623 1,869 491 92 391 1,173 TC50% LH/50% Sec. 8 5 2 1.0 867 4,335 590 117 471 2,355 TC50% LH/50% 5 2 1.0 867 4,335 590 117 471 2,355 TC60% HH/60% 26 2 1.0 867 22,542 708 117 485 12,610 TC60% HH/60% Sec. 8 5 3 2.0 1076 5,380 817 144 575 2,875 TC60% HH/60% 15 3 2.0 1076 16,140 817 144 575 8,625

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 -

64 57,716 30,963 Non Rental Income $9.38 per unit/month for: 600 Non Rental Income 5.63 per unit/month for: 360 Non Rental Income 0.00 per unit/month for:+ TOTAL NONRENTAL INCOME $15.00 per unit/month 960

31,923 - Provision for Vacancy & Collection Loss % of Potential Gross Income: 7.50% 2,394

29,529 354,345

= POTENTIAL GROSS MONTHLY INCOME

- Rental Concessions= EFFECTIVE GROSS MONTHLY INCOMEx 12 = EFFECTIVE GROSS ANNUAL INCOME

Rent Schedule

TOTAL

Self Score Total:

LaundryForfeited Deposits

Unit types must be entered from smallest to largest based on “# of Bedrooms” and “Unit Size”, then within the same “# of Bedrooms” and “Unit Size” from lowest to highest “Rent Collected/Unit”.

% of LI % of Total % of LI % of TotalTC30% 8% 8% 5 HTF30% 0TC40% 0 HTF40% 0TC50% 20% 20% 13 HTF50% 0TC60% 72% 72% 46 HTF60% 0HTC LI Total 64 HTF80% 0EO 0 HTF LI Total 0MR 0 MR 0MR Total 0 MR Total 0

64 HTF Total 030% 0

MRB30% 0 LH/50% 53% 53% 51MRB40% 0 HH/60% 47% 47% 46MRB50% 0 HH/80% 0MRB60% 0 HOME LI Total 97MRB LI Total 0 EO 0MRBMR 0 MR 0MRBMR Total 0 MR Total 0MRB Total 0 HOME Total 0

OTHER Total OT Units 10

0 01 82 363 204 05 0

Yes 20.15$ no

N/ACost Per Sq. Ft. =

Cost Per Sq. Ft. = Cost Per Square Foot Table If not "Rehabilitation," select "Yes" if the Development is one of the following:

N/A N/A N/A

(Building Costs)Elderly or Single Family

Cost Per Sq. Ft. = Cost Per Sq. Ft =

MORTGAGE

Cost Per Sq. Ft. =

Development is Rehabilitation

Supportive Housing

HOUSINGTAX

CREDITS

Total Units

HOME

HOUSINGTRUSTFUND

Rent Schedule (Continued)

REVENUE

If "Yes" above, these elections do not apply. See manual for instructions.

BOND

BEDROOMS

No No NoElevator served

1,162,800$

Utility Who PaysEnergy Source 0BR 1BR 2BR 3BR 4BR

Heating Tenant Electric $ 8 $ 9 $ 10 Cooking Tenant Electric $ 8 $ 10 $ 12

Other Electric Tenant $ 23 $ 30 $ 38 Air Conditioning Tenant Electric $ 19 $ 29 $ 40

Water Heater Tenant Electric $ 14 $ 19 $ 24 WaterSewerTrash

flat fee $ 20 $ 20 $ 20 other

Totals -$ 92$ 117$ 144$ -$

Other (Describe)

Edcouch HA - 01/29/2013

Edcouch HA - 01/29/2013

Edcouch HA - 01/29/2013

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

If other reductions to the tenant rent is required such as the cost of flood insurance for the tenant's contents, documentation for thesereductions to gross rent should also be attached.

Source of Utility Allowance & Effective Date

Edcouch HA - 01/29/2013

Utility Allowances

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

Edcouch HA - 01/29/2013Edcouch HA - 01/29/2013

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

Edcouch HA - 01/29/2013

Edcouch HA - 01/29/2013Edcouch HA - 01/29/2013Edcouch HA - 01/29/2013

Allowances for Tenant Furnished Utilities and other Services

'~· , L ' .... /;__}__I·.).) '.j ~_,

U.S. OopOJrtment of Houslng and Urban Dtw~lopment

Office of Public <Jnd Indian Hou~lng

Locality: Edcouch Housing ~~uthority, TX Unit Type: Apartment/ Walk-Up - -

Utility or Service 1-----

Monthly Dollar Allowances

'----· 0 8R 1 8R 2 BR 3 BR

He<Jting a. Natural Gas $1.00 $1.00 $1.00 $2.00

b. Bottle G~$/Propane $3,00 $3.00 $3.00 $6.00 --· c. Electric $6.00 $8.00 $9.00 $10.00

d. Oil I Other

Cooking a. N<:Jtural Gas $3.00 $4.00 $6.00 $6.00

b. Botile Gas/Propane $12.00 $1$,00 S21.00 $27.00

c. Electric $5.00 $8.00 $10.00 $12.00

d. Coal I Other ~ ~

Other Eleclnc (Lights & Appliances) $15.00 $23.00 $30.00 $38.00 --Air Conditioning $16.00 $19.00 $29.00 $40.00

Water Heating a. Natural Gas $5.00 $1.00 $10.00 $12.00

b. Sortie Gas/Propane $18.00 $30.00 $38.00 $50.00

c. Electric $9.00 $14.00 $19.00 $24.00

d. Oil I Other

Water $19.00 $20.00 $24.00 $28.00 ..

Sewer $27.00 $28.00 $32.00 $36.00 -Trash Collect'10n $20.00 $20.00 $20.00 $20.00

R<:lnge3 I Microwave Tenant-purchased $12.00 $12 00 $12.00 $12.00 ----------- ..

Refrigsrator Tenant-purchased $13.00 $13.00 $13.00 $13.00 ---Othor-specify: Monthly Electric ~oG $2.0.00 $20.00 $20.00 $20.00 $20.00 Monthly Galli fee $11.13 $12.00 $42.00 $12.00 $12.00 ~

Utility or Service Achmi Family Allowances ~-------~

To bG used by the family to compute allowanGe. Complete bo/ow for tho <Jcruvlunil Heating rented. Cooking

Name of Family Oth0r El0ctric;

Air Conditioning

Water Heating ~- Water

Sewer

Trash Collection

e I Microwave

Refrigerator

Other -----

Number ot Bodrooms Other

Total

~: ' . ' . .

1+ l./ 4

OMB Approval No 2577-0169

Date (mm/(Jd/yyyy) Board Approved 01/29/2013

4 9R 5 BR

$2.00 $2.00

$6.00 $9.00 $11.00 $12 00

$8.00 $9.00

$33.00 $36.00

$14.00 $16.00

$45.00 $53.00

$50.00 $60.00

$15.00 $18.00

$59.00 $71.00 "---

$29.00 $35.00

$32.00 $36.00

$40.00 $44.00

$20.00 $20.00 ··----·-·--

$12.00 $12.00

$13.00 $13.00

$20.00 $20.00

$12.00 $12.00 per month cost

$ $ --$

$

$ $ $ $

$ $ ---$

$

$

The Nelrod Company 12/2012 Update form HUD-52667 (12197)

ref. Handbook 742'.0.8

-------~-----------·--~----------------------··---- --------·--·····

General & Administrative ExpensesAccounting $ 6,400.00Advertising $ 850.00Legal fees $ 450.00Leased equipment $ 1,100.00Postage & office supplies $ 4,400.00Telephone $ 3,300.00Other $ 2,500.00Other $Total General & Administrative Expenses: 19,000.00$

Management Fee: Percent of Effective Gross Income: 4.94% 17,500.00$ Payroll, Payroll Tax & Employee Benefits

Management $ 30,000.00Maintenance $ 28,000.00Other $ 3,500.00Other

Total Payroll, Payroll Tax & Employee Benefits: 61,500.00$ Repairs & Maintenance

Elevator $Exterminating $Grounds $ 8,000.00Make-ready $ 2,200.00Repairs $ 14,000.00Pool $Other $Other $

Total Repairs & Maintenance: 24,200.00$

Electric $ 7,200.00Natural gas $Trash $ 6,200.00Water & sewer $ 30,000.00Other $Other $

Total Utilities: 43,400.00$ Annual Property Insurance: Rate per net rentable square foot: $ 0.28 16,000.00$ Property Taxes:

Published Capitalization Rate: Source:Annual Property Taxes: $ 25,000.00Payments in Lieu of Taxes: $Other Taxes $ 100.00Other Taxes $

Total Property Taxes: 25,100.00$ Reserve for Replacements: Annual reserves per unit: $ 300.00 19,200.00$ Other Expenses

Cable TV $Supportive service contract fees $TDHCA Compliance fees $ 2,560.00TDHCA Bond Administration Fees (TDHCA as Bond Issuer Only) $Security $Other $Other $Total Other Expenses: 2,560.00$

TOTAL ANNUAL EXPENSES Expense per unit: $ 3569.69 228,460.00$ Expense to Income Ratio: 64.47%

NET OPERATING INCOME (before debt service) 125,885.30$ Annual Debt Service

$ 90,186.03$ 14,473.78$$

TOTAL ANNUAL DEBT SERVICE Debt Coverage Ratio: 1.20 104,659.81$ NET CASH FLOW 21,225.49$

ANNUAL OPERATING EXPENSES

Fedelity

HOME FundsDescribe SourceDescribe Source

Mortgage

DescribeDescribe

Describe

Utilities (Enter Development Owner expense)

DescribeDescribe

Training ExpenseDescribe

TaxesDescribe

DescribeDescribe

All Programs Must Complete the following:

INCOME LEASE-UP YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 10 YEAR 15POTENTIAL GROSS ANNUAL RENTAL INCOME $371,556 $378,987 $386,567 $394,298 $402,184 $444,044 $490,260Secondary Income 11,520.00$ 11,750.40$ 11,985.41$ 12,225.12$ 12,469.62$ 13,767.47$ 15,200.40$ POTENTIAL GROSS ANNUAL INCOME $0 $383,076 $390,738 $398,552 $406,523 $414,654 $457,811 $505,461Provision for Vacancy & Collection Loss 28,730.70$ 29,305.31$ 29,891.42$ 30,489.25$ 31,099.03$ 34,335.85$ 37,909.55$ Rental Concessions -$ EFFECTIVE GROSS ANNUAL INCOME $0 $354,345 $361,432 $368,661 $376,034 $383,555 $423,475 $467,551

EXPENSESGeneral & Administrative Expenses 19,000.00$ $19,570 $20,157 $20,762 $21,385 $24,791 $28,739Management Fee 17,500.00$ 18,025.00$ 18,565.75$ 19,122.72$ 19,696.40$ 22,833.53$ 26,470.32$ Payroll, Payroll Tax & Employee Benefits 61,500.00$ 63,345.00$ 65,245.35$ 67,202.71$ 69,218.79$ 80,243.55$ 93,024.27$ Repairs & Maintenance 24,200.00$ 24,926.00$ 25,673.78$ 26,443.99$ 27,237.31$ 31,575.51$ 36,604.67$ Electric & Gas Utilities 7,200.00$ 7,416.00$ 7,638.48$ 7,867.63$ 8,103.66$ 9,394.37$ 10,890.65$ Water, Sewer & Trash Utilities 36,200.00$ 37,286.00$ 38,404.58$ 39,556.72$ 40,743.42$ 47,232.79$ 54,755.75$ Annual Property Insurance Premiums 16,000.00$ 16,480.00$ 16,974.40$ 17,483.63$ 18,008.14$ 20,876.37$ 24,201.44$ Property Tax 25,100.00$ 25,853.00$ 26,628.59$ 27,427.45$ 28,250.27$ 32,749.81$ 37,966.00$ Reserve for Replacements 19,200.00$ 19,776.00$ 20,369.28$ 20,980.36$ 21,609.77$ 25,051.65$ 29,041.72$ Other Expenses: 2,560.00$ 2,636.80$ 2,715.90$ 2,797.38$ 2,881.30$ 3,340.22$ 3,872.23$ TOTAL ANNUAL EXPENSES $0 $228,460 $235,314 $242,373 $249,644 $257,134 $298,088 $345,566NET OPERATING INCOME $0 $125,885 $126,118 $126,288 $126,390 $126,421 $125,387 $121,985

DEBT SERVICE$90,186 $90,186 $90,186 $90,186 $90,186 $90,186 $90,186

Second Deed of Trust Annual Loan Payment 14,474 14,474 14,474 14,474 14,474 14,474 14,474Third Deed of Trust Annual Loan PaymentOther Annual Required Payment:Other Annual Required Payment:NET CASH FLOW $0 $21,225 $21,458 $21,628 $21,730 $21,761 $20,727 $17,325Debt Coverage Ratio #DIV/0! 1.20 1.21 1.21 1.21 1.21 1.20 1.17Other (Describe)Other (Describe)

Phone:

Email:

Printed Name

15 Year Rental Housing Operating Proforma

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

Signature, Authorized Representative, Construction or Permanent Lender

Date

By signing below I (we) are certifying that the above 15 Year pro forma has been reviewed and is acceptable. (Signature only required if using this pro forma for points under§11.9(e)(1) relating to Financial Feasibility)

Column A: The offsite activity reflected here should correspond to the offsite activity reflected in the Development Cost Schedule or other supporting documentation.Columns B and C: In determining actual construction cost, two different methods may be used:

The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; OR The other method involves the use of unit price (Column B) and the number of units (Column C) data for the activity.

Column D: To arrive at total construction costs in Column D:If based on labor and materials, add Column B and Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs.

Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity.Column F: Engineering/architectural costs must be broken out by the offsite work activity.Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

Date

Total -$

SEAL

Signature of Registered Engineer responsible for Budget Justification

Printed Name of Registered Engineer

Total Activity Costs

G.

Activity Labor or Unit Price Materials or # of Units

Total Construction Costs

Acquisition Costs Engineering / Architectural Costs

This form must be submitted with the Development Cost Schedule if the development has offsite costs, whether those costs are included in the budget as a line item, embedded in the acquisitioncosts, or referenced in utility provider letters. Therefore, the total costs listed on this worksheet may or may not exactly correspond with those off-site costs indicated on the Development CostsSchedule. However, all costs listed here should be able to be justified in another place in the application.

Offsite Cost Breakdown

**This form must be completed by a professional engineer licensed to practice in the State of Texas. His or her signature and registration seal must be on the form.**

A. B. C. D. E. F.

This form must be submitted with the Development Cost Schedule as justification of Site Work costs.Column A: The Site Work activity reflected here must match the Site Work activity reflected in the Development Cost Schedule.Columns B and C: In determining actual construction cost, two different methods may be used:

The construction costs may be broken into labor (Column B) and materials (Column C) for the activity; ORThe use of unit price (Column B) and the number of units (Column C) data for the activity.

Column D: To arrive at total construction costs in Column D:If based on labor and materials, add Column B and Column C together to arrive at total construction costs. If based on unit price measures, Column B is multiplied by Column C to arrive at total construction costs.

Column E: Any proposed activity involving the acquisition of real property, easements, rights-of-way, etc., must have the projected costs of this acquisition for the activity.Column F: Engineering/architectural costs must be broken out by the Site Work activity.Column G: Figures for Column G, Total Activity Cost, are obtained by adding together Columns D, E, and F to get the total costs.

Signature of Registered Engineer responsible for Budget Justification

SEAL

Total -$

Activity Labor or Unit Price

Date

Printed Name of Registered Engineer

Materials or # of Units

Total Construction Costs

Acquisition Costs Total Activity Costs

B. C. D. E. F.

For Site Work costs that exceed $15,000 per Unit and are included in Eligible Basis, a CPA letter allocating which portions of those site costs should be included in Eligible Basis and which onesmay be ineligible must be submitted behind this tab.

Site Work Cost Breakdown

**This form must be completed by a Third-Party engineer licensed to practice in the State of Texas. His or her signature and registration seal must be on the form.**

G.A.Engineering /

Architectural Costs

TotalCost Acquisition New/Rehab.

ACQUISITIONSite acquisition cost 150,000Existing building acquisition cost 1,450,000 1,450,000Closing costs & acq. legal feesOther (specify) - see footnote 1Other (specify) - see footnote 1Subtotal Acquisition Cost $1,600,000 $1,450,000 $0OFF-SITES2

Off-site concreteStorm drains & devicesWater & fire hydrantsOff-site utilitiesSewer lateral(s)Off-site paving Off-site electricalOther (specify) - see footnote 1Other (specify) - see footnote 1Subtotal Off-Sites Cost $0 $0 $0SITE WORK3

Demolition Rough gradingFine gradingOn-site concreteOn-site electricalOn-site pavingOn-site utilitiesDecorative masonryBumper stops, striping & signs 60,000 60,000Other (specify) - see footnote 1Subtotal Site Work Cost $60,000 $0 $60,000SITE AMENITIES Landscaping 20,000 20,000Pool and deckingAthletic court(s), playground(s) 50,000 50,000FencingOther (specify) - see footnote 1Subtotal Site Amenities Cost $70,000 $0 $70,000BUILDING COSTS*:ConcreteMasonry 20,000 20,000Metals 12,800 12,800Woods and Plastics 50,000 50,000Thermal and Moisture ProtectionRoof Covering 60,000 60,000Doors and Windows 200,000 200,000

Scratch Paper/Notes

Development Cost Schedule

TOTAL DEVELOPMENT SUMMARY

107

Eligible Basis (If Applicable)

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

Self Score Total:

Finishes 200,000 200,000Specialties 30,000 30,000Equipment 150,000 150,000Furnishings 100,000 100,000Special ConstructionConveying Systems (Elevators)Mechanical (HVAC; Plumbing) 300,000 300,000Electrical 40,000 40,000

Detached Community Facilities/BuildingCarports and/or GaragesLead-Based Paint AbatementAsbestos AbatementStructured ParkingOther (specify) - see footnote 1Subtotal Building Costs $1,162,800 $0 $1,162,800

TOTAL BUILDING COSTS & SITE WORK $1,292,800 $0 $1,292,800

OTHER CONSTRUCTION COSTSGeneral requirements (<6%) 6.00% 77,568 77,568 6.00%Field supervision (within GR limit)Contractor overhead (<2%) 2.00% 25,856 25,856 2.00%G & A Field (within overhead limit)Contractor profit (<6%) 6.00% 77,568 77,568 6.00%Contingency (7-10%) 10.00% 129,280 129,280 10.00%Subtotal Ancillary Hard Costs $310,272 $0 $310,272

TOTAL DIRECT HARD COSTS $1,603,072 $0 $1,603,072

INDIRECT CONSTRUCTION COSTS3

Architectural - Design fees 65,000 65,000Architectural - Supervision fees 9,000 9,000Engineering feesReal estate attorney/other legal fees 7,500Accounting fees 10,000 10,000Impact FeesBuilding permits & related costs 6,000 6,000Appraisal 5,000 5,000Market analysis 5,000 5,000Environmental assessment 6,000 6,000Soils report Survey 12,000 12,000Marketing Partnership Hazard & liability insuranceReal property taxesPersonal property taxesTenant relocation expenses 35,000 35,000Physical Conditions Assessment 7,500Other (specify) - see footnote 1Subtotal Indirect Const. Cost $160,500 $0 $160,500DEVELOPER FEES3

Housing consultant fees4

General & administrative 98,357 43,500 54,857Profit or fee 393,429 174,000 219,429Subtotal Developer's Fees 15.00% $491,786 $217,500 $274,286

A & E are together.

Individually itemize costs below:

BUILDING COSTS (Continued):

FINANCING:CONSTRUCTION LOAN(S)3

Interest 40,000 40,000Loan origination fees 10,000 10,000Title & recording fees 10,000 10,000Closing costs & legal fees 5,000 5,000Inspection feesCredit ReportDiscount PointsOther (specify) - see footnote 1Other (specify) - see footnote 1PERMANENT LOAN(S)Loan origination fees 14,000Title & recording fees 15,000Closing costs & legal 15,000Bond premiumCredit reportDiscount pointsCredit enhancement feesPrepaid MIPOther (specify) - see footnote 1Other (specify) - see footnote 1BRIDGE LOAN(S)InterestLoan origination feesTitle & recording feesClosing costs & legal feesOther (specify) - see footnote 1Other (specify) - see footnote 1OTHER FINANCING COSTS3

Tax credit fees 16,981Tax and/or bond counselPayment bondsPerformance bondsCredit enhancement feesMortgage insurance premiumsCost of underwriting & issuanceSyndication organizational cost 50,000Tax opinion 2,793Contractor Guarantee FeeDeveloper Guarantee FeeOther (specify) - see footnote 1Other (specify) - see footnote 1Subtotal Financing Cost $178,774 $0 $65,000RESERVESRent-upOperating 168,000Replacement 100,000EscrowsSubtotal Reserves $268,000 $0 $0

TOTAL HOUSING DEVELOPMENT COSTS5 $4,302,132 $1,667,500 $2,102,858- Commercial Space Costs6

TOTAL RESIDENTIAL DEVELOPMENT COSTS $4,302,132

Deduct From Basis:Federal grant proceeds used to finance costs in Eligible BasisNon-qualified non-recourse financing Non-qualified portion of higher quality units §42(d)(5)Historic Credits (residential portion only)Total Eligible Basis $1,667,500 $2,102,858**High Cost Area Adjustment (100% or 130%) 130%Total Adjusted Basis $1,667,500 $2,733,715Applicable Fraction 100% 100%Total Qualified Basis $4,401,215 $1,667,500 $2,733,715Applicable Percentage7 3.31% 9.00%Calculated Credits $301,229 $55,194 $246,034

Credits Supported by Eligible Basis $301,229

Name of contact for Cost Estimate:

Phone Number for Contact:

Footnotes:1 An itemized description of all "other" costs must be included at the end of this exhibit.

5 (HTC Only) Provide all costs & Eligible Basis associated with the Development.

7 (HTC Only) Use the appropriate Applicable Percentages as defined in §10.3 of the Uniform Mutifamily Rules.

4 (HTC Only) Only fees paid to a consultant for duties which are not ordinarily the responsibility of the developer, can be included in Eligible Basis. Otherwise, consulting fees areincluded in the calculation of maximum developer fees.

The following calculations are for HTC Applications only.

Capital Contractors, Inc.

(210) 698-2778

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

6 (HTC Only) Costs associated with construction of facilities that generate revenue through commercial uses or from fees charged to tenants (covered parking individual storageunits, etc.) must not be included in Eligible Basis and must be removed from "Total Housing Development Costs" to determine "Total Residential Development Costs."

2 All Off-Site costs must be justified by a Third Party engineer in accordance with the Department's format provided in the Offsite Cost Breakdown form.

Third Party Equity

Debt

4,302,132$ 4,302,132$

1,775,000$ Total Sources of FundsTotal Uses of Funds

Deferred Developer Fee

0375,000$ 1% 30

404.00%

-$

1,400,000$

030

40

TDHCATDHCATDHCA

NSPMortgage Revenue Bond

1%0%0%

4.00%USDA/TXRD Loan(s)

$375,000$0$0

Lancaster Pollard

Financing Participants Funding Description

$1,400,000

HOME

WNC & Associates, Inc. HTC 301,229$ 2,527,132$ 0.839

2

1

Grant

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

Summary of Sources and Uses of Funds

Interest Rate (%)

Amort -ization

Construction Period Permanent Period

Term (Yrs)

Syndication Rate

Loan/Equity Amount

Interest Rate (%)

Loan/Equity Amount

Other

Lien Position

Lien Position

•

•

•

Financial Capacity and Construction Oversight (HOME Applications Only)

Evidence of a line of credit or equivalent equal to at least 10% of the Total Housing Development Cost ffinancial institution that is available for use during the proposed development activities.

Additionally, this tab must include a narrative of the direct (i.e. onsite) ongoing oversight of the constructiodevelopment process that will be performed. The narrative should address the Applicant’s experience overseeisuccessful development and completion of other similar activities including any specific construction managexperience of Applicant staff members.

Financial Capacity and Construction OversightIf the Department’s Direct Loan(s) amount to more than 50% of the Total Housing Development Cost, exceDevelopments also financed through the USDA-515 program, the Application MUST include:

A letter from a Third Party CPA verifying the capacity of the Owner or Developer to provide at least 10%Total Housing Development Cost as a short term loan for Development; andA letter from the Developer’s or Owner’s bank(s) confirming funds amounting to 10% of the Total HDevelopment Cost are available; or

Donated Demolition ServicesDonated Real PropertyTotal Value of Match Pledged

Percentage of Project Funds to be Matched (Total Value of Match /Project Funds Requested) 0

-$

Rental Value of Donated Use of Site Preparation or Construction Equipment

Below Market FinancingProperty Tax AbatementDonated Non-Professional LaborNon-Federally Funded Infrastructure

Donated Construction MaterialsDonated Site Preparation

Source of FundsType of Match PledgedPledged Amount

Indicate the amount of Match funds provided and the source in the appropriate spaces in the table below. Provide supportingdocumentation in the form of firm commitments from the source of the matching funds. If a property tax abatement is pledged asMatch, include a letter from the appropriate appraisal district documenting a specific cash value and duration for the abatement.

Matching Funds (HOME Applications Only)

Waived, foregone or deferred fees and charges (ex: debris removal and container fees, tap fees, building permits, other mandatory fees charged by the local municipality) **CANNOT INCLUDE DEVELOPER FEES**

Total Amount of HOME funds Requested 375,000$ TDHCA HOME

Match equal to 2% of the HOME award must be provided (except Applications awarded under Persons with Disabilities Set-Aside orApplications financed with USDA 515 funds).

To the extent that Match in the amount of 5% of the HOME award is provided, the interest rate may be adjusted to as low as 0%; otherwise, the interest rate will be as low as 2%.

Generally, a Related Party contribution to the Development is not considered eligible Match. Please contact the Department for specific examples that are not provided in the Match Guidance below.

Non-Federal Grants

Delta Apartments Housing, LP1800 N. Texas Blvd

Weslaco, Texas 78596Phone: 956-969-5865 Fax: 956-969-5863

February 25, 2013

Juan Cedillo, City ManagerCity of EdcouchP.O. Box 100Edcouch, Texas 78538

RE: HOME ApplicationDelta Estates Apartments

In-Kind Match, TDHCA #13000

Mr. Juan Cedillo

Once again, we are respectfully requesting a $7500 match from the City of Edcouch for In-Kind servicesfor our HOME application to TDHCA. This will allow us to receive $375,000 of HOME funds in the eventwe are awarded the tax credits by the State ofTexas.

We understand the difficulties cities are having with their budget needs. This in-kind contribution helpsto create $4.3 million dollars in funding for the Delta Estates Apartments.

Again, thank you for your cooperation.

Respectfully,

Beatriz Farias

1.

UGLG Funding AmountPer Unit Funding Amount:

eligible for points:

i. Population x = or 15,000$ per unit 474$ per unit

ii. Population x = or 10,000$ per unit 316$ per unit

iii. Population x = or 5,000$ per unit 158$ per unit

iv. Population x = or 1,000$ per unit 79$ per unit

v. Population x = or 500$ per unit 32$ per unit

Yes

Total Points Claimed:

2.

Eligible Pro-Forma and letter stating the Development is financially feasible.

X Eligible Pro-Forma and letter stating Development and Principals are acceptable.


3.

Percent of Units restricted to serve households at or below 30% of AMGI

Housing Tax Credit funding request as a percent of Total Housing Development Costeligible for points:

Development Leverages CDBG Disaster Recovery, HOPE VI, or Choice Neighborhood Funding

Housing Tax Credit Request < 7% of Total Housing Development Cost

Housing Tax Credit Request < 8% of Total Housing Development Cost

Housing Tax Credit Request < 9% of Total Housing Development Cost* Be sure no more than 50% of Developer fees are deferred.


79$ 9

158$

12474$

11

0.05

Self Score Total:

Commitment of Development Funding by Unit of General Local Government (§11.9(d)(3))

17578.125

3,161 10

107

3,161

7.00%

1

Finance Scoring (for Competitive HTC Applications ONLY)

3,161

scoring threshold:0.10 316$

32$

scoring threshold:

3,161

7.81%

0

0

13

18

18

0

2

3

1,125,000$

scoring threshold:

0.025

scoring threshold:0.15

Leveraging of Private, State, and Federal Resources (§2306.6725(a)(3); §11.9(e)(4))

Yes

0.013,161

Financial Feasibility (§11.9(e)(1))

Firm Commitment from Unit of general Local Government in form of resolution?

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

8scoring threshold:

4.

The financing plan consists, from WNC and Associates, Inc., $2,527,132 in equity. A TDHCA HOME loan of $375,000 at 1% amortized over 30 years, with a 30 year loan term. A permanent loan from Lancaster Pollard of a USDA 538 loan of $1.4 million at 4%, amortized over 40 years with a term of 40 years. In addition, for the UGLA leveraging we will be receiving, from the City of Edcouch, 10 Project-Based vouchers over 15 years, valued at $1,125,000. The City of Edcouch is also providing an In-Kind service of $7,500 as a match for the HOME loan, if necessary.

Financing Narrative (All Applications)

Briefly describe the complete financing plan for the Development, including the sources and uses of funds, matching funds (if applicable), andany other financing. The information must be consistent with all other documentation in this section.

X

X Executed Pro Forma from Permanent or Construction Lender

X Letter from lender regarding approval of Principals

X Evidence of Permanent and Construction Financing (term sheets, loan agreements)

X Evidence of any Gap Financing

Evidence of any Owner Contributions

X Evidence of Equity Financing (HTC applications only)

X Evidence of Rental Assistance/Subsidy

Supporting Documents Should be Included Behind this Tab

Resolution from local Government confirming support for the Development, and citing specific budgetary constraints prohibiting financial support

Statement from the applicable city or county (or instrumentality) acknowledging that a request for funds was subitted and that a decision about funding will occur no later than September 1, 2013

City of EdcouchRESOLUTION NO. 2013-10

Delta Estates Apartment ResolutionCommunity of Development Funding by a Unit of General Local government

WHEREAS, Delta Apartments Housing, LP has proposed a rehabilitation of an existingdevelopment for affordable rental housing at 300 Mile 2 West named Delta EstatesApartments in the City of Edcouch, Hidalgo County: and

WHEREAS, Delta Apartments Housing, LP intends to submit an application to theTexas Department of Housing and Community Affairs (TDHCA) for 2013 Housing TaxCredits for Delta Estates Apartments; and

WHEREAS, Delta Apartments Housing, LP has applied for funding through Project-Based Section 8 vouchers in the amount of 10 vouchers for 15 years 5 two-bedroom and5 three-bedroom, to equal approximately $1,125,000 from the City of Edcouch to theHousing Authority of the County of Hidalgo ('HACH"), whose Directors are 100%appointed by the Hidalgo County Commissioners: and

WHEREAS, the 10 Project-Based Section 8 vouchers must be approved by HUD; and

WHEREAS, 10 TAC 11.9(d)(3)(B) of the TDHCA rules governing the CompetitiveHousing Tax Credits Program provide for an applicant to be awarded one (1) point for aresolution form a unit of general local government confirming its commitment ofqualifying funding; and

WHEREAS, Housing Authority of the City of Edcouch has determined that DeltaApartments Housing, LP is eligible for an award of funding; and

NOW, THEREFORE, BE IT RESOLVED that the City of Edcouch, Hidalgo Countyhereby adopts this resolution to evidence its commitment of Project-Based Section 8vouchers in the amount of 10 vouchers for 15 years, 5 two bedroom and 5 three bedroom,to equal approximately $1,125,000 in funds to be provided to the Development, suchcommitment to be evidenced by a written letter of commitment, issued through the Cityof Edcouch from the Housing Authority of the County of Hidalgo.

Approved and adopted by the Board of Aldermen of the City of Edcouch, HidalgoCounty, Texas, at a Regular Meeting dated this 19th day of February, 2013

ATTEST:

Delta Apartments Housing, LP1800 N. Texas Blvd

Weslaco, Texas 78596Phone: 956-969-5865 Fax: 956-969-5863

February 25, 2013

Juan Cedillo, City ManagerCity of EdcouchP.O. Box 100Edcouch, Texas 78538

RE: Development Funding from a Unit of General Local Government

Delta Estates Apartments, TDHCA#13000

Dear Mr. Cedillo:

We are respectfully submitting an application to the City of Edcouch for $31,000 in an In-Kindcontribution to meet the Texas Department of Housing and Community Affairs (lfTDHCA") DevelopmentFunding from a Unit of General Local Government scoring section, which per TDHCA is due September1,2013.

A resolution that was voted on by the City of Edcouch and approved gives us the necessary 13 points toscore under the Unit of General Local Government. Due to the TDHCA application process being acompetitive round, we always need a backup plan.

We are forwarding you the development cost schedule, the proforma, and the yearly operating schedule

for Delta Estates.

It has been a pleasure working with you and Mr. De la Cruz. Please receipt our copy of this letter. Wewill be keeping you informed on our progress.

Respectfully

Beatriz Farias

714.662.5565 714.662.4412 F 17782 Sky Park Circle, Irvine, California 92614

wncinc.com

February 25, 2013 Ms. Beatriz Farias Delta Apartments Housing, LP 1800 N. Texas Blvd Weslaco, Texas 78596 Re: Delta Estates Edcouch, Texas Dear Ms. Farias: Thank you for giving us the opportunity to present this offer to provide equity financing for Delta Estates. WNC & Associates, Inc. has been investing in affordable housing for over 40 consecutive years and has capital to invest in quality tax credit properties. We have acquired over $5.9 billion of real estate assets representing more than 1,100 properties nationwide. This Letter of Understanding is designed to address the basic business terms under which WNC, on behalf of an affiliate (the “Investment Partnership”) and WNC Housing, L.P., as the special limited partner (the “SLP”), will acquire limited partnership interests in Delta Apartments Housing, LP (the “Project Partnership”) which owns Delta Estates. Based on the terms specified below, the Investment Partnership and the SLP agree to make a capital contribution payment to the Project Partnership in the amount of $2,527,132 (“Capital Contribution”) (includes the SLP’s Capital Contribution) based on a price of $0.839 for each dollar of Tax Credits allocated to the Investment Partnership over the Tax Credit Period. The Capital Contribution will be payable in installments based upon the schedule and conditions set forth below: 1. $252,796 will be payable upon the Investment Partnership’s admittance into the

Partnership. 2. $505,392 will be payable upon the later of January 10, 2015 or the Investment

Partnership’s receipt and approval of the following: (a) documents substantiating lien free construction completion; (b) the issuance of a permanent certificate of occupancy; (c) payoff letter from the contractor; (d) insurance required during operations; (e) fully signed permanent mortgage documents; (f) verification the Project Partnership has maintained a debt service coverage of 1.15 for 90 consecutive days; (g) an updated title insurance policy; (h) 100% tax credit qualified occupancy and 90% actual occupancy for 90 consecutive days; (i) construction cost certification; and (j) an as-built survey

3. $1,743,944 will be payable upon the later of April 10, 2015 or the Investment Partnership’s

receipt and approval of the following: (a) verification that all the conditions referenced above have been met; (b) tenant files to determine that 100% of the tax credit apartment units in the Apartment Complex qualify under Section 42 of the Internal Revenue Code; (c) a fully executed IRS Form 8609; (d) the first year tax return in which Tax Credits are taken; and (e) a copy of the Project Partnership’s property audited financial statement.

4. $25,000 will be payable upon the SLP receipt and approval of initial tenant files.

February 25, 2013 «Project_Name» Page 2 Funds from the Capital Contribution payments through completion of construction will be used to pay acquisition, hard and soft costs (including up to 15% of the cash portion of the development fee subject to underwriting) of the Apartment Complex and will be held by WNC or the construction lender and disbursed to the Project Partnership or the contractor upon the submission of draw requests. A. ASSUMPTIONS 1. The Project Partnership will own, or owns, a 64 unit, rehabilitated apartment complex intended for use as family housing in Edcouch, Texas (the “Apartment Complex”). The Project Partnership is duly formed and validly existing under the laws of the State of Texas. The Project Partner-ship holds, or will hold, legal title to the Apartment Complex as evidenced by an Owners ALTA Title Insurance Policy. The general partner of the Project Partnership is Delta Apartments Partners, LLC1 (the "General Partner"). The General Partner and an acceptable guarantor shall have sufficient financial resources to meet the obligations required by the Investment Partnership. The Apartment Complex will be managed by a property management company that is experienced in managing tax credit properties. 2. The Project Partnership will obtain permanent mortgage financing from a qualified commercial lender(s). Permanent mortgage loan(s) shall have a fixed interest rate and must be approved by the SLP. The Project Partnership will maintain a debt service coverage of 1.15, excluding any “soft” debt that is payable only from available cash flow based on an operating budget approved by the SLP. The first mortgage loan will be from RD538 in the amount of $1,400,000 for a term of 40 years at an interest rate equal to 4% and amortized over 480 months. The second mortgage loan will be from HOME Funds in the amount of $375,000 for a term of 30 years at an interest rate equal to 1% and amortized over 360 months. All of the permanent debt financing for the Project will be nonrecourse to the Project Partnership and its partners. None of the permanent debt financing constitutes related party debt. No financing secured in whole or in part by the property may be cross-collateralized or cross-defaulted with any other financing. We have utilized the above referenced loan terms in order to determine pricing. In the event that any of the terms change prior to the Investment Partnership’s admission into the Project Partnership, then an adjustment in price may need to be made in order to ensure a consistent yield. 3. The housing tax credits, depreciation, operating profits, and losses shall be allocated 99.99% to the Investment Partnership and SLP and 0.01% to the General Partner. This allocation assumes that the local state statutes allow for this structure. 4. The construction and rent-up schedule will be as follows: Start Construction 10/1/2013 Complete Construction 9/1/2014 100% Qualified Occupancy 9/1/2014 5. The allocation of Tax Credits to the Apartment Complex, the Investment Partnership, and SLP shall be as follows:

(a) Total Tax Credits to Apartment Complex during Tax Credit Period

$3,012,290

February 25, 2013 «Project_Name» Page 3

(b) Total Tax Credits to Investment Partnership and SLP during Tax Credit Period (99.99%)

$3,011,989

(c) Annual Tax Credits to Investment Partnership and SLP during Tax Credit Period

$301,199 for 2014 $301,199 for 2015 - 2022 $301,199 for 2023

We have utilized this projected schedule in order to determine pricing. In the event that this schedule changes prior to the Investment Partnership’s admission into the Project Partnership, then an adjustment in price may need to be made in order to ensure a consistent yield. 6. During construction, the Project Partnership shall obtain liability insurance and the Investment Partnership shall be named as an additional insured. In addition, the Investment Partnership shall be named as an additional insured on the contractor’s builder’s risk insurance and liability insurance. The contractor shall also maintain workers’ compensation. During operations, the Project Partnership shall obtain liability coverage, hazard coverage, business interruption coverage and worker’s compensation (all insurance collectively referred to as “insurance”). The Investment Partnership shall be a named insured on all the insurance policies. All such insurance policies shall be purchased from a company rated A or better for financial safety by A.M. Best or Standard & Poor’s, and shall prohibit cancellation without at least a 30 day prior written notice to the Investment Partnership. The Project Partnership shall also carry an umbrella liability insurance policy. B. ADJUSTMENTS 1. The total Capital Contribution will be adjusted in the event that the total tax credits to the Investment Partnership and the SLP are different than the amount set forth above in Section A.5 (b) based upon Form 8609. In this event, the Investment Partnership's and the SLP’s capital contributions shall be adjusted so that it equals $0.839 of the actual total tax credits allocated to the Investment Partnership and the SLP during the Tax Credit Period. Notwithstanding the foregoing, any increase in the Capital Contribution of the Investment Partnership and the SLP shall be subject to the following: (a) the Investment Partnership having funds available to pay any such increase; (b) the price per credit will be the lesser of the actual price per credit paid at the closing of the Partnership Agreement or the current market price as determined by the Special Limited Partner; and (c) in no event will the Investment Partnership’s additional Capital Contribution exceed 5% of its aggregate Capital Contribution.

2. In the event the tax credits received by the Investment Partnership and SLP in 2014 and 2015 are less than the amount set forth in Section A.5(c) for these years, then the total Capital Contribution from the Investment Partnership and SLP shall be reduced by $.739 of each dollar of tax credits below such amounts C. GUARANTEES AND RESERVES

1. The General Partner and an acceptable guarantor will guarantee: a) lien free completion of construction at a fixed price amount in accordance with the plans and specifications and the construction budget approved by the SLP; (b) the lease-up of the property and ensure the Project Partnership achieves three consecutive months of 1.15 debt service coverage; (c) the conversion of all permanent mortgages (“Permanent Mortgage Commencement”); (d) funding of all required reserves; and (e) all covenants, representations, and warranties of the General Partner pursuant to the Partnership Agreement. The

February 25, 2013 «Project_Name» Page 4 Project Partnership shall bear the cost of the monthly construction inspections of the SLP’s third party engineer. The SLP will provide invoices to the Project Partnership for payment and the Project Partnership will reimburse the SLP upon completion of construction.

2. The General Partner and acceptable guarantor will fund operating deficits (“Operating

Loans”) for five years following the later of: (a) Permanent Mortgage Commencement or (b) The achievement of three consecutive months of 1.15 debt service coverage (the “Operating Deficit Guarantee Period”); provided however, the Operating Deficit Guarantee Period shall not expire unless the Apartment Complex has achieved a 1.10 debt service coverage for the most recent period of 12 consecutive months based on an audit. The guarantee is for a maximum cumulative amount equal to twelve months operating expenses, including debt service and reserves. Such advances shall constitute interest-free loans repayable out of future cash flow or sale or refinancing proceeds as described in Sections D and E below.

3. The General Partner and an acceptable guarantor shall guarantee the annual Tax Credit

amount. 4. In the event of a recapture of Tax Credits, the General Partner and an acceptable

guarantor will fund any loss of Tax Credit and associated costs that are incurred during the compliance period.

5. In the event the development fee is not paid in full from loan proceeds and/or Capital

Contribution proceeds, then the unpaid portion of the development fee will be deferred, evidenced by a development fee agreement and payable to the developer, or designee (the “Developer”). If on the 14th anniversary of the placed-in-service date the deferred development fee has not been fully repaid, the General Partner and/or guarantor will be required to advance to the Project Partnership, as a guarantee payment, an amount equal to the unpaid balance of the deferred development fee so that the deferred development fee is repaid in full.

6. The General Partner and the acceptable guarantor shall be obligated to repurchase the

partnership interests of the Investment Partnership and the SLP in the Project Partnership as more fully described in the Partnership Agreement.

7. The General Partner and the acceptable guarantor hereby agree to indemnify and hold

harmless the Project Partnership, the Investment Partnership, and the SLP, and their respective partners, directors, officers, employees, and agents from and against any and all liability directly or indirectly arising out of the use, generation, manufacture, storage, or disposal of Hazardous Substance on, under or about the project. The foregoing indemnification obligation of the General Partner and the acceptable guarantor shall survive the termination of the compliance period.

8. In the event that the property is not fully occupied at construction completion, the

General Partner shall cause the Project Partnership to deposit into a rent up reserve account an amount equivalent to four months of rental income. The rent up reserve will be released upon 3 consecutive months of stabilized operations.

9. The Project Partnership will fund an operating deficit reserve account at closing in an

amount equal to six (6) months of operating expenses, debt service and reserves. This account is to be used subsequent to the funding of all Operating Loans. Any unused portion of this reserve will be released to the Project Partnership upon the termination of the compliance period.

February 25, 2013 «Project_Name» Page 5 10. The General Partner shall cause the Project Partnership to deposit into a replacement and reserve account an annual amount equal to a minimum of $300 per unit per year (to be funded in twelve monthly installments) and escalated at 3% per year.

11. In the event the Partnership is the beneficiary of a project-based Section 8 contract, the General Partner may be required to establish a re-tenanting reserve in an amount to be determined upon completion of underwriting, for the purpose of providing adequate funds to re-lease the project and maintain breakeven operations through the compliance period in the event that such Section 8 contract is not renewed. D. FEES AND CASH FLOW Fees and net cash flow (after payment of operating expenses, debt service and reserves) will be allocated as follows:

1. To pay any Voluntary Funding made by the Investment Partnership; 2. To pay any unpaid tax credit adjusters; 3. To pay the Investment Partnership an annual Asset Management Fee equal to $7500 increased by 3% per year, which shall accrue if not paid; 4. To pay the interest at 0% and then principal on the deferred development fee (as

described in Section C.5), if any; 5. To pay any Operating Loans made by the General Partner (from 50% of the remaining cash flow); 6. 80% of the remaining cash flow to pay the General Partner Incentive Management Fee and the Tax Credit Compliance Fee; and 7. The balance 99.98% to the Investment Partnership, 0.01% to the SLP and 0.01% to the General Partner.

E. PROFITS, LOSSES, TAX CREDITS AND DISTRIBUTIONS Profits, losses, and Tax Credits commencing with entry of the Investment Partnership and SLP as the limited partners of the Project Partnership shall be allocated 99.99% to the Investment Partnership and the SLP and 0.01% to the General Partner. Proceeds upon sale or refinancing of the Apartment Complex shall be distributed in the following sequence:

1. Retirement of mortgage debt (if applicable) and all expenses related to the transaction; 2. To pay any unpaid tax credit adjusters; 3. Payment of priority debts, Voluntary Funding, Operating Loans, and reserves in

accordance with state law; and 4. Thereafter 20% to the Investment Partnership and 80% to the General Partner; provided

however, the portion of sale or refinancing proceeds otherwise distributable to the General Partner shall be reduced by any amount paid pursuant to 4 above.

F. FINANCIAL AND OTHER CONSIDERATIONS 1. By March 1st of each calendar year, including during construction, the General Partner shall provide to the Investment Partnership a copy of the Project Partnership’s audited financial statement that shall be issued by an accounting firm experienced in auditing Tax Credit properties and approved by

February 25, 2013 «Project_Name» Page 6 the SLP. The cost of such audits shall be considered as a cost of operations for the Project Partnership and shall be satisfied out of cash flow. 2. By February 20th of each calendar year, the General Partner will provide to the Investment Partnership all information necessary for the preparation of the Investment Partnership's income tax return. The Project will constitute “residential rental property” eligible for 27.5 year depreciation under the Internal Revenue Code. 3. Prior to admission, the Project Partnership, the Investment Partnership and/or the construction lender will establish a procedure for the disbursement of construction funds.

4. The general contractor will provide the Project Partnership with full payment and

performance bonds. Subject to underwriting, a 15% (of total hard costs) letter of credit may be provided in lieu of payment and performance bonds.

5. In the event the Project Partnership is closed by WNC prior to the closing of the

Investment Partnership, the General Partner will agree to additional commercially reasonable modifications to the existing terms of the Partnership Agreement at the time of closing if required by the investors in the Investment Partnership. 6. During rent-up, the General Partner will send to the Investment Partnership: (a) copy of the previous month's rent roll (through the last day of the month), (b) Tax Credit compliance certification reports and tenant certifications, (c) worksheet with copies of all initial tenant files including completed applications, completed questionnaires, documentation of third party verification of income and assets, and executed lease agreements.

7. Within thirty days of the end of each quarter, the General Partner will send to the

Investment Partnership a report on operations including (a) Tax Credit compliance report, (b) unaudited income statement and balance sheet, and (c) rent roll and schedule of reserves, as of the end of the previous quarter. The General Partner shall provide financial statements or trial balances in a consistent, electronic file format to WNC or its designee.

8. The Project Partnership shall bear a portion of the cost of the SLP’s market study,

environmental study, plan and cost review, site visit, partnership legal fees, tax opinion, and background investigation costs in the amount of $25,000

9. On or before November 1 of each calendar year, the General Partner will send to the Investment Partnership a copy of the following year’s proposed operating budget. Each such budget shall contain an amount required for reserves and for payment of real estate taxes, insurance, debt service, and other payments.

10. The Investment Partnership may provide voluntary loans or capital contributions

(“Voluntary Funding”) to the Project Partnership if it determines, in its sole discretion, that such funding would be of benefit to the Project Partnership or the Apartment Complex. If such Voluntary Funding is provided in the form of a loan, the terms of such loan shall be mutually satisfactory to the General Partner and the Investment Partnership and shall be evidenced by a written agreement. G. DUE DILIGENCE REVIEW

February 25, 2013 «Project_Name» Page 7

1. Commencing upon the receipt in our offices of this executed Letter of Understanding and terminating 45 days after the date WNC has received the Project Documents listed in The Due Diligence and Document Checklist of Exhibit A (“Document Review Term”), WNC shall have the exclusive right to acquire the interests in the Project Partnership. Very truly yours,

Lisa Castillo Vice President- Originations

CITY OF EDCOUCHRobert Sclunalzried - MayorEddy Gonzalez - Major Pro-tempVeronica S. Ramirez· Alderwoman PLNoe Garcia .II. - Alderman Pl, 2Ruth Ruil- Alderwoman PI.:;Daniel Guzman '- Alderman Pi. 4Juan J. Cedillo - City Manager

February 19, 2013

Housing Authority of the County of Hidalgo

AnN: Mike Lopez

1800 N. Texas Blvd.

Weslaco, Texas 78596

RE: Request for Section 8 Vouchers

Dear Mr. Lopez:

This letter will serve as our submission for the City of Edcouch to the Housing Authorityof the County of Hidalgo for 10 Project-Based Section 8 vouchers, (5) 2-bedroom and (5)

3-bedroom.

By resolution, the City of Edcouch has authorized Delta Apartments Housing, LP to

prepare the application for your agency.

If you have any questions, please contact me at (956) 262-2140.

Sincerely,

C~..W~S.O~diIlO

City Manager

City of Edcouch - P.O, Box 100,211 W. Southern St. Edcouch TX 78538 -, Phone (956) 262-2140 - Fax (956) 262-2920

1.

Application is applying under the Nonprofit Set-Aside, and

Ownership Interest: CANNOT BE LESS THAN 5%

Cash flow from operations: CANNOT BE LESS THAN 5%

Developer Fee: CANNOT BE LESS THAN 5%

Total: 0.000%

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

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

Property Management Construction Development Financing Compliance

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

Elgible Points:

2.

The ownership structure contains a HUB, and evidence from the Texas Comptroller of Accounts is provided behind this Tab.

Ownership Interest: CANNOT BE LESS THAN 5%

Cash flow from operations: CANNOT BE LESS THAN 5%

Developer Fee: CANNOT BE LESS THAN 5%

Total: 0.00%

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

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

Property Management Construction Development Financing Compliance

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

Eligible Points:

0

0

Self Score Total: 107

No

No

Application is attempting to score as a Qualifed Nonprofit and meets the criteria below:

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

No

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

The Qualified Nonprofit has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no lessthan 5% for any category.

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

Sponsor Characteristics (Competitive HTC Only)

Pursuant to §11.9(b)(2) of the Qualified Allocation Plan, an Application may qualify to receive up to one (1) point provided the ownership structure meets one of the followingrequirements in parts 1 or 2 below;

0

The HUB has some combination of ownership interest, cash flow from operations, and developer fee which taken together equal at least 80% and no less than 5% for anycategory.

The organization charts must include:

X

X

X

In the case of:

(A)(B)

(C)

Org. Chart Example:

Note that the percentage refers to the entity to which the Person is directly connected, not to the whole Development Owner.

The names and ownership percentages of all Persons having an ownership interest in the Development Owner, Developer, and/orGuarantor.

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

Any and all trusts must list all beneficiaries that have the legal ability to control or direct activities of the trust and are not justfinancial beneficiaries.

Partnerships - Principals include all general Partners and Special LPs (any LP that is not the Syndicator is a "Special LP");Corporations - Principals include the executive director and all members of the board (shown with "0%" ownership as applicable).For to-be formed instrumentalities of PHAs, where the executive director and board remain to be determined, include the PHA,itself, and its members;

Limited liability companies - Principals include all the managing members and all other members.

Owner and Developer Organization Charts

Applicants should note that subsequent changes to the Development Ownership structure presented in this section will require the written consent of the Department.

Pursuant to §10.201(12)(A) of the Uniform Multifamily Rules, a chart must be submitted that clearly illustrates the complete organizationalstructure of the final proposed Development Owner and any Developer or Guarantor.

Information about Organizations thatwill own or control the Applicant orother related organizations will beprovided in the List of Organizationswith an Ownership Special Interest inthe Applicant form.

Applicant

Organization 1 1%

Org. 1.1 49%

Principal 1, Org. 1.1 President,

85%

Principal 2, Org. 1.1 V.P., 10%

Principal 3, Org. 1.1 Treasurer, 5%

Org. 1.2 51%

Board President, Org. 1.2 0%

Board Member, Org. 1.2 0%

Executive Director, Org. 1.2,

0%

Limited Partner/Syndicator

99%

2013 TDHCA HTC Application Organizational Chart


Delta Apartments Housing, LP A Texas Limited Partnership

.01% General Partner Delta Apartments Development, LLC

99.99 % Limited Partner WNC & Associates, Inc.

100% Member, South Texas Economic Development Corporation, Inc.,

Beatriz Farias, President 0%; Henry Rodriguez, Vice President 0%; Oscar Ramirez, Director 0%; Jorge Javier Rodriguez, Director 0%; Joanna Acevedo, Director 0%

Beatriz Farias, signatory

2013 TDHCA HTC Application Organizational Chart

Developer

Delta Apartments Development Group, LLC Developer

Member South Texas Economic Development Corporation, Inc.,

90% Developer, Beatriz Farias, President 0%; Henry Rodriguez, Vice President 0%; Oscar Ramirez, Director 0%; Jorge Javier Rodriguez, Director 0%; Joanna Acevedo, Director 0%; 100% Member of General Partner Delta Apartments

Member David A. Marquez

10% Developer

Applicant Legal Name:

1800 N. Texas Blvd.

Name(s) of Entities the Organization Owns or Controls:

Is organization legally formed? Date of Formation: Legal Form of Organization is or will be:

Organization has previous TDHCA Experience: Phone: Email:

Organization Legal Name: Role/Title




Organization is identified on Org. Chart:

List of Sub-Entities or Principals:

1. 2. 3.TDHCA Experience: TDHCA Experience: TDHCA Experience:


























No (210) 228-0560 [email protected]

List of Organizations and PrincipalsProvide the requested information for all partnerships, corporations, limited liability companies, trusts, or any other public or private entity and their Affiliates identified on the Owner andDeveloper Organization Charts. Organizations that own or control other organizations should also be identified until the only remaining sub-entity would be natural persons. Organizationsthat are Developers and/or Guarantors must also be listed on this form as must any organization (and natural person whose ownership interest in an applicable entity is direct instead ofvia membership in an organization) that will receive more than 10% of the developer fee. (Note - Entity Names, Principals, and ownership percentage should coincide with the Owner andDeveloper Organization Charts)

Delta Apartments Houisng, LP

Address: City: Weslaco 78596

99.99% Equity Investor, 0.01% Delta Apartments Development, LLC

No Limited Partnership

State: TX Zip:

Org. 1 Delta Apartments Houisng, LP Owner

Address: City: San Antonio222 E. Houston Street, 620 Zip: 78205

99.99% Equity Investor, 0.01% Delta Apartments Development, LLC

No Limited Partnership

State: TX

No 2102280560 [email protected]

Yes

Org. Delta Apartments Development, LLC General Partner

78205San Antonio State: TX Zip:Address: 222 E. Houston Street, 620 City:

.01% of Delta Apartments Housing, LP

No Limited Liability Corporation

No 2102280560 [email protected]

Yes

State:Address: 1800 N. Texas Blvd City: Weslaco

Org. h Texas Economic Development Corporation 100% Member of the GP

TX Zip: 78956

100% Managing Member of GP, Delta Apartments Development, LLC

Yes 01/29/96 Corporation

Yes 9569693024 [email protected]

Yes

Yes Yes YesBeatriz Farias Henry Rodriguez Jorge Javier Rodriguez

Oscar Ramirez Joanna AcevedoYes Yes

Org. WNC & Associates, Inc Syndicator

55113St. Paul State: MN Zip:Address: 2340 Lexington Avenue North City:

99.99% owner of the LP

Yes


Yes

















State: Zip:Address: City:

Org.


Yes

Yes YesDavid Marquez South Texas Economic Development Corporation, Inc

TX Zip: 78205

N/A

No Limited Liability Corporation

Address: 222 E. Houston Street, 620 City: San Antonio

Org. Delta Apartments Development Group, LLC David Marquez

State:

Person/Entity from List of Orgs & Principals:


1. Participation in state and/or federal programs administered by other states.

Person or Entity above has experience with any other State or Federally funding Multifamily development.

2. Experience with TDHCA Housing Construction/Rehab. Programs

3.

Contract End (mm/yy)

Contract Begin

(mm/yy)Program

Total # of

Units

No

Sections 1, 2 and 3 must be completed by each person that has an ownership interest in the Development Owner, Developer or Guarantor.Nonprofit entities, public housing authorities and publicly traded corporations are required to submit documentation for the entities involved;documentation for individual board members and executive directors is also required for this exhibit.

Previous Participation



By checking this box the person or entity identified above authorizes the parties overseeing assistance administered by otherstates to release compliance histories to the Department.

Property Name Property CityTDHCA

ID#

TDHCA Contract

ID#

Experience with TDHCA Service Related Activities (CSBG, CEAP, WAP, ENTERP, and HOME and HTF awards not used for Rental Construction).


Contract Begin

(mm/yy)Program

Contract Amount

Grantee, Contractor, or Sub-Recipient City

Grantee, Contractor or Sub-Recipient Name






3.

TDHCA ID#


Delta Apartments Development, LLC


No


Property Name Property City

Previous Participation (Continued)


Total # of

UnitsProgram

Contract Begin

(mm/yy)


Grantee, Contractor or Sub-Recipient NameGrantee, Contractor, or Sub-Recipient City

Contract Amount

ProgramContract

Begin (mm/yy)


TDHCA Contract

ID#






3.

Pharr210398180

TDHCA ID#

Property Name

Valley View


TDHCA Contract

ID#

South Texas Economic Development Corporation, Inc.



Property City

Delta Estates

Total # of

UnitsProgram

Contract Begin

(mm/yy)

128 9% HTC


Aug-98 current

Yes


X

Edcouch 64 9% HTCcurrent



Contract Amount

ProgramContract

Begin (mm/yy)


08/02






3.

98180

Property NameTDHCA

ID#

2103

TDHCA Contract

ID#Grantee, Contractor or Sub-Recipient Name



X


Beatriz Farias


Yes


Delta Estates Edcouch 64 9% HTC Aug-98

Property CityTotal #

of Units

ProgramContract

Begin (mm/yy)

currentValley View Pharr 128 9% HTC Current


Contract Amount

ProgramContract

Begin (mm/yy)



08/02


Applicant Legal Name: Delta Apartments Housing, LP




3.

98180

TDHCA ID#

2103 Valley View



TDHCA Contract

ID#

Yes


X


Henry Rodriguez



Property Name

current


of Units

ProgramContract

Begin (mm/yy)

Pharr 128 9% HTC Current

Contract Amount

ProgramContract

Begin (mm/yy)



08/02






3.

98180

TDHCA ID#

Oscar Ramirez


2103 Valley View



TDHCA Contract

ID#

Yes


X




Property Name

current


of Units

ProgramContract

Begin (mm/yy)

Pharr 128 9% HTC Current

Contract Amount

ProgramContract

Begin (mm/yy)



08/02






3.

98180 Delta Estates Edcouch2103 Valley View Pharr

TDHCA Contract

ID#



Contract Begin

(mm/yy)



Jorge Javier Rodriguez


Yes


X

TDHCA ID#

Property Name Property CityTotal #

of Units

Program

64 9% HTC Aug-98 current128 9% HTC Current

Contract Begin

(mm/yy)


Contract Amount

Program


08/02






3.

Delta Estates

Property City

98180 Aug-989% HTC

Joanna Acevedo


Yes

2103

TDHCA Contract

ID#



Valley View 9% HTCEdcouch 64

Currentcurrent

Total # of

UnitsProgram

Contract Begin

(mm/yy)



TDHCA ID#


X

Property Name

Contract Amount

ProgramContract

Begin (mm/yy)



Pharr 128 08/02






3.

TDHCA ID#

Property Name


San Antonio9901 Las Palmas Gardens San Antonio9903 West End Baptist Manor

TDHCA Contract

ID#Grantee, Contractor or Sub-Recipient Name




of Units

ProgramContract

Begin (mm/yy)



David Marquez

Delta Apartments Development Group, LLC

Yes

100 9% HTC 9-Nov current50 9% HTC 9-Nov current


Contract Amount

ProgramContract

Begin (mm/yy)


0

Organization Name:

Is the Organization a 501(c )(3) or (4) as of the beginning of the Application Acceptance Period?

If no to the question above, what is the legal status of the organization?

If "Other" please specify:

Date of legal formation of Nonprofit Organization:

1) Is the Applicant comprised of a joint venture between a Nonprofit Organization and for-profit entity?

If “Yes”, will this nonprofit organization Control the Applicant?

What is the ownership percentage of this nonprofit organization?

2) Describe the nonprofit’s participation as part of the Applicant:

3)

4) Will the nonprofit receive any part of the development fees paid in connection with the development?

If "Yes," explain:

Nonprofit Information (ALL Applications)

Only nonprofit organizations will complete this section. All nonprofit Applicants or Principals must complete this form without regard to theirlevel of ownership or the set-aside under which the Application was made.

Nonprofit ParticipationNonprofit Set-Aside (Competitive HTC Applications Only)

Qualification: Must meet the definition of a Qualified Nonprofit Development pursuant to §10.3(a)(102) of the Uniform Multifamily Rules,§42(h)(5) of the code, and the requirements of §11.5(a) of the Qualified Allocation Plan.

Documentation: Eligibility will be confirmed based upon completion of the Nonprofit Participation and Additional NonprofitDocumentation requirements in this section.

By selecting this box the Applicant affirms the election to be included in the Nonprofit Set-Aside and certifies that they expect toreceive a benefit in the allocation of tax credits as a result of being affiliated with a nonprofit.

By selecting this box the Applicant affirms the election to be excluded from the Nonprofit Set-Aside and certifies that they do notexpect to receive a benefit in the allocation of tax credits as a result of being affiliated with a nonprofit.

Describe the nonprofit’s participation in the operation of the Development throughout the Compliance and/or extended use period:

Name Title

Address City State Zip

Phone Ext. Fax or Email Occupation

Name Title



Name Title



Name Title



Name Title



Name Title



Name Title



LIST OF THE NONPROFIT ORGANIZATION’S BOARD MEMBERS, DIRECTORS AND OFFICERS

Name Title



Name Title



Name Title



Name Title



Name Title



Name Title



Name Title



IRS determination letter

Third Party legal opinion (not applicable to Tax-Exempt Bond Developments)

the Nonprofit's most recent financial statement as prepared by a Certified Public Accountant (not applicable to Tax-Exempt Bond Developments)

Certification regarding Board member residence(not applicable to Tax-Exempt Bond Developments)

Nonprofit Supporting Documents Should be Included Behind this Tab

Applications involving a Qualified Nonprofit Organization pursuant to Texas Government Code, §2306.6706 and have a 501(c)(3) or 501(c)(4) designation at the time of Application and for competitive HTC Applications, elect to compete under the set-aside

must provide the following documentation behind this tab:

Contact Name Phone

Certified Texas HUB?

This is a direct or indirect, financial, or other interest with Applicant or other team members*

Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



Delta Apartments Development Group, LLC

74-2763026

Yes

Housing General Contractor [email protected]

No

TBD

[email protected]

No

Tax ID Number (TIN)

No

N/A

* If there is a direct or indirect, financial, or other interest with Applicant or other team members, provide an attachment behind this form of the Application that explains the relationship(s).

Tax ID Number (TIN)Proposed FeeEmail

(210) 228-0560

Email Proposed Fee Tax ID Number (TIN)

Email Proposed Fee

Infrastructure General Contractor Name

Architect Name

Cost Estimator Name

Email Proposed Fee

N/A

Email Proposed Fee Tax ID Number (TIN)[email protected] TBD

(956) 361-1945

TBD


Engineer Name

Email Proposed Fee

TBDCivil Engineer Name

Fernando MataMata-Garcia Architects

Tax ID Number (TIN)

Development Team Members

The requested information on all known Development Team members must be provided. In addition to the categories listed below,the “Other” category should be used to list all known Development Team members that are included in the “Development CostSchedule.” If the team member that will be utilized is not yet known, indicate “TBD.” If it is anticipated that the Development Teamcategory will not be utilized, indicate “N/A.”

Clifford Stratton

David Marquez

Capital Contractors, Inc. (210) 698-2778

Developer Name

No

No

Tax ID Number (TIN)

Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone



WNC & Associates, Inc. Darrick MetzContact Name Phone



Contact Name Phone



Email

Property Manager [email protected]

Apartment Market Data (210) 530-0040Darrell JackMarket Analyst [email protected] 7500 20-3964998Email Proposed Fee Tax ID Number (TIN)

Scroggins Appraisal Service (956) 668-7478

No

No

Steven Nittler


Appraiser [email protected] 2500 48-1174795

TBDAttorney

Proposed Fee Tax ID Number (TIN)


TBDAccountant

TBD 27-3491097

Lancaster Pollard (614) 224-8804

United Apartment Group (210) 492-1570Marcia Pena


No

Syndicator Name

Originator of Underwriter [email protected] Proposed Fee

(888) 798-0557

No

No

[email protected] Proposed Fee Tax ID Number (TIN)

TBD (956) 969-5865Supportive Services Provider


Carl Wagner

Tax ID Number (TIN)

No

No

No

No

No

Contact Name Phone



Contact Name Phone



Cobblestone Engineering, Inc. Ralph O'QuinnContact Name Phone



Contact Name Phone



South Texas Economic Development CorporationContact Name Phone



Contact Name Phone



Contact Name Phone



Contact Name Phone




Other (Describe)


Other (Describe)

Other 100% Member of [email protected] TBD 74-2785599

Yes

Email Proposed Fee

No

Tax ID Number (TIN)

PCA [email protected] 6112 43-1698815

Proposed Fee

ESA [email protected] 2200 74-2705407

(956) 423-0235

Supportive Services Provider


N/A

Email

Other (Describe)

Application Consultant

Tax ID Number (TIN)Email Proposed Fee

N/A


No


Zeffert & Associates (314) 514-7711Theresa Andrews

No

No

No

(956) 969-3024

Tax ID Number (TIN)

, Inc. Beatriz Farias

TAB 39 Development Team South Texas Economic Development Corporation, Inc. is the 100% managing member of the general partner and is 90% of the developer with 90% of the developer fee. David Marquez as the experienced developer lending his experience to the project is 10% of the developer and will earn 10% of the developer fee.

Management Plan Certification I I (We) certify that the Management Plan used at the development site will include, at a minimum, the information

listed below. The management plan will be maintained on-site at the development. The Management Plan should

be organized and subtitled in a manner consistent with the list below, and signed by the Applicant.

By:

• Roles and responsibilities- the plan must detail roles and responsibilities ofthe owner, management agent

and tenants;

• location of Management Office -the plan must detail whether the office is on or off site;

• Staffing- identify management staff for the project and specific duties, salaries, wages, fringe benefits, and

qualifications are described;

• Equal Opportunity and Fair Housing - the plan must include a policy statement regarding equal

opportunity and fair housing that complies with HUD guidelines is created and posted at the site;

• Rents, security deposits, and other charges - the plan must identify the initial rents, amount of security

deposits that must be paid, and any other charges such as parking fees and utility and maintenance

charges;

• Maintenance and Repair Procedures - the plan must detail the procedures for ensuring acceptable

upkeep of the project, including those related to the purchase of maintenance equipment, servicing of

appliances, annual Housing Quality Standards (HQS) inspection of units to assess their condition, preparation of vacated units for occupancy, billing and collection for tenant damage, and handling

emergency repairs;

• Rent Collection Policies and Procedures- the plan must detail procedures that the management agent will

follow in the collection of rents and other charges;

• Rent Changes - the plan must describe procedures for implementing rent increases or decreases for

tenants; include information about HUD policies for changes to High and low HOME rents;

• General Administration -the plan must include a description of services to be provided to tenants such as

the forming of a tenant's association, laundry and trash services, exterminating services and day care;

• Recordkeeping - the plan must include a description of record keeping policies and procedures with respect to construction and management history;

• Rental Application & lease Agreement - the plan must include a copy of both the proposed tenant

application and lease agreement; lease agreements should not contain any prohibited provisions such as

the provisions listed in the HOME Final Rule;

• Management Plan Addendum- The plan must include the TDHCA required, "Management Plan

Addendum." The addendum (see below) must be on the letter head of the applicant and contain the exact language shown in the template.

Signature of Applicant/Development

Owner

Beatriz Farias

Printed Name Date

Delta Apartments Housing, LP 1800 N. Texas Blvd.

Weslaco, Texas 78596 (956) 969-5865 Phone (956) 969-5863 Fax

1. Management will ensure that tenants are income eligible under the rules and

regulations of the program or activity funded.

2. Management must apply all other screening criteria, including employment policies or

procedures and other leasing criteria (such as rental history, credit history, criminal

history, etc.) uniformly and in a manner consistent with the Texas and Federal Fair

Housing Acts, program guidelines, and the Department rules.

3. Income determination must be made in a manner consistent with Section 8 of the

United States Housing Act of 1937 (42 U.S.C. Section 1437f) and the guidelines

established in Handbook 4350.3, as amended and promulgated by the U.S. Department

of Housing and Urban Development (HUD).

4. Management shall not exclude an individual or family from admission to the

development because the individual or family participates in the housing choice voucher

program under Section 8, United States Housing Act of 1937 (42 U.S.C. Section 1437f).

5. Management shall not use a financial or minimum income standard for an individual or

family participating in the voucher program that requires the individual or family to

have a monthly income that exceeds 2.5 times the individual or family's share of the

total monthly rent payable to the owner of the development.

6. Management must maintain a written management plan that is available for review

upon request and states the intention of the development owner to comply with state

and federal fair housing and antidiscrimination laws.

7. Property management and on-site staff must have received and read a written

management and affirmative marketing plan.

8. The Department shall require a land use restriction agreement providing for

enforcement of the restrictions by the Department, tenants of the development, or by a

private party that includes the right to recover reasonable attorney's fees if the party

seeking enforcements of the restrictions is successful.

9. Any minimum income requirements for Section 8 voucher and certificate holders will

only be applied to the portion of the rent the prospective tenant would pay, provided,

however, that if Section 8 pays 100% of the rent for the unit, the housing sponsor may

establish other reasonable minimum income requirements to establish other

reasonable minimum income requirements to ensure that the tenant has the financial

resources to meet daily living expenses. Minimum income requirements for Section 8

voucher and certificate holders will not exceed 2.5 times the portion of rent the tenant

pays; and

By:

Delta Apartments Housing, LP 1800 N. Texas Blvd.

Weslaco, Texas 78596 (956) 969-5865 Phone (956) 969-5863 Fax

10. All other screening criteria, including employment policies or procedures and other

leasing criteria (such as rental history, credit history, criminal history, etc.) must be

applied to the prospective tenants uniformly and in a manner consistent with the Texas

and Federal Fair Housing Acts and with Department requirements.

Beatriz Farias

Signature of Applicant/Development Printed Name Date

02/19/2013 B9:B6 956-631-1968 MVG DESIGN GROUP LLP PAGE B2

('Dif CtfWiopm•nt .ng/noer, "" ""'edlk!tl •rcltlrect Of' Oepoltm~nt·tlflfl"'""tl Tlrlrd AI~ fllrt:eeuliiU/ty 1pcdell11t mii:SI mmplete thl:s

form.)

I (We) certify that th@ Dl!v@lopMel'lt will meet or e1<c:eed tha ac:ca$$;ba;cy requiretlll!lolb vr doe F'edl!ral Fair Holl$11"18 ,A~ il$ Implemented by HUD at 24 C.F.R. Part 100 and the Fair Houslns Act Design Manual, Titles II and Ill of the Americans with Disabilities Act (42 u.s.c. Sections 1Z131-1Z189) as Implemented by the Department of Justice regulations at 28 C:.F.R. Parts 3S and 36, and the Department'& Accuslblllty rules In 10 'lAC Chapter bU, as may be amended from time to tlma.

In accordance with Section 504 of the Rehabilitation Act of 1973 and impll!ml!nted at 24 C.F.R. Part 8, if th• Proparty Includes the new construction or subst•nti81 ••h•llllltatlon of multifamily unit; (4 or mgn: ~o~nlt:i per building), the Development owner will ensure that at least

five percent (5") of all dwemns units will be designed and built to be accessible for person~ with mobility Impairments. A unit that is on an accessible 'roUte and is adaptable and otherwise compliant with Sections 3-8 of the Uniform Federal Accessibility Standards (UFAS) meets this requirement. In addition, at leillst two percent 12%) of all dwelling units win be designed and built to be IIC:C:ess.ible for persons with heari1111 or vision Impairments.

If the Prooertv Include! thf. nnn-.~uh~t:ontl:al rl!'h:al)ilit;~tion of existing units, tha Davaloprnant Owner will anaun! to the rn:ndmum eMtent

feasible, that at least five percent (S"l of all dwelli1111 units wm be made accessible for persons with mobility Impairments. A unit that is on an accessible route and Is adaptable and otherwise compliant with Sections 3-8 of the Uniform Fl!dl!ral Accl!ssibility Standards (UFAS), mevts thi• requlr~m~nt. If it i: not possible to maka fiva pei'Cel'lt (!i"l of tho: dwo:Hins units fully .ac:c:eu;bt•, ;~II o~h,..,· .;,l~t:t'-livn~ will b" m•de In •n

accenlbll! manner until five percent IS"l of the Property's dwelling units are accessible for persons with mobility Impairments. The Development owner understands and aarees that if five pen;ent (S"l of the total dwellinc units are not fully accessible for persons With mobility Impairments, that any and all alterations madl! to any l!lement within any unit during tht Term of the LURA must be in compliance with UFAS until flve percent (5") of the total dwelling units •re in compliance with UFAS.

If the Property includes the new construction or rehabilitation of sinsle family units (1 to 3 unit5 per building), the Development owner will ensure that every unit meets or exceeds the accessibilit'f requirements of Section 2306.514 of the Texas Government Code, as It may be :uncndc:cl from time to time.

If the Development consists of new construction, 1 (We) furthtr certify that the Development meets the Site and Neighborhood Standards in 24 C.F.R §983.6 (b).

This certification meets the requirement that the Applicant provide a certification from the Development engineer, an aceredited architect or Dop:artii'IOnt..Jpprowtd Third party :~ce~~~lhiUty ~pee~ll=t. A ~imU;)r o::crtific:otion will aloio ha raqulrad after the Development it cgmplo:to:d

from an inspector, architect, or accessibility specialist.

lr, 6w~lt(:t-Siflr4ltUNI oJ Dellelopml!flt ettglneer, t~«Ndtted arcltlrecr. or Depottment OPJHowd Thlrfl """'

OCCI!Uiblllty lipeclllllst

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Evidence of experience behind this tab includes:

X

Evidence of CCR is attached behind this exhibit

X Twelve (12) or more HOME assisted units will be rehabilitated or constructed under one construction contract.

The construction includes commercial/community space and the cost for such space will exceed $2,000.

HUD approval is not necessary unless the property receives project-based Section 8 assistance.

Submit the completed application and bookmark in electronic submission.

Affirmative Marketing Plan (HOME Applications Only)

Complete and submit HUD’s Affirmative Marketing Plan form (Form 935.2 or successors). This form may be found on the Department’s website athttp://www.tdhca.state.tx.us/home-division/mf-home/index.htm

An Affirmative Marketing Plan that describes the procedure the applicant will take to market and make available housing units to the full range of potentialclients and must be consistent with the completed HUD Form 935.2. All applicants for HOME funds must establish an Affirmative Marketing Policy and showthrough a corporate resolution that the policy will be enforced by the applicant.

Where the form or rules require current or previous actions to be documented, an Applicant may instead document proposed or planned actions, as necessary.

The Affirmative Marketing Plan must comply with the Affirmative Marketing requirements in the Compliance Rules.

Attach any additional sheets as necessary to complete the requirements and meet the Department’s rules.

Evidence of Experience Must be Provided Behind this Tab

Pursuant to §10.204(5) of the Uniform Multifamily Rules, a Principal of the Developer, Development Owner, or General Partner must establish that they have experience in the development of 150 units or more.

An Experience certificate issued by the Department in the past two years (for certificates issued in 2011, the certificate must be for at least 150 units).

Evidence from the Department that the application for experience was received, and is being processed by the Department.

An Application for experience and supporting documentation in accordance with §10.204(A)(ii)(I) through (IX)

24 CFR §92.354, Davis-Bacon Act (40 U.S.C. §§276(a)-276(a)(5), the Davis-Bacon Related Acts, the Contract Work Hours and Safety Standards Act, and theCopeland (Anti-Kickback) Act (40 U.S.C. §276(c)) apply to developments being assisted with HOME funds if (Select all that apply:):

Community Development Block Grant (CDBG) funds are being used to support the Development, which requires a lower number of units (8) be used as a threshold.

Mortgage insurance under §223(f) of the National Housing Act is obtained on the Development, and the construction costs exceed $6,500 perdwelling unit.

DUNS Number AND CCR Documentation (HOME Applications Only)

The Office of Management and Budget (OMB) requires grant applicants to provide a Dunn and Bradstreet (D&B) Data Universal Numbering System (DUNS)number when applying for Federal grants, including HOME funds, on or after October 1, 2003. The DUNS number will supplement other identifiers required bystatute or regulation, such as tax identification numbers. Applicants must also register with the Central Contractor Registration (CCR) database, see the websiteat https://www.sam.gov/portal/public/SAM/. To apply for a DUNS number applicants can go to the Dunn & Bradstreet website at:https://iupdate.dnb.com/iUpdate/companylookup.htm

DUNS Number Registrant Name

Davis Bacon Labor Standards (HOME Applications Only)

David Marquez is a Principal and signatory for D & M Ventures, LLC, the Limited Partner of TX Las Palmas Gardens Housing, LP, the owner of the 100-unit apartment community, Las Palmas Gardens Apartments, San Antonio, Texas. Marquez performed duties in all facets of the project, from application to permanent closing. Through the application period, Marquez dealt with the City of San Antonio for support and Rental Rehabilitation funding (HOME). He negotiated with the lenders, Stearns Bank David Feriancek and Dougherty Mortgage Jerry Wright, he disseminated information to the residents and management company. Marquez met with the architects Gonzalez Newell Bender, Francisco Gonzalez and Jill Moody, the engineers, and the contractor on planning on the rehabilitation, phasing, etc. He also met with HUD for the relocation of the residents and the HAP assignment for 40 Project –Based Section 8 units. He prepared and submitted the applications to TDHCA and was the project contact. During the construction phase, Marquez was on-site an average of 3 days a week for oversight of the rehabilitation with the general contractor, Capital Contractor, Inc. Clifford Stratton, residents and management. He was in constant contact with the construction lender, Stearns Bank and TDHCA; the submission of draws came out of his office. The project as completed on time. Marquez worked with HUD and Southwest Housing Compliance to secure the Attachment 20 for the 20 year HAP extension needed for Fannie Mae to close. He initiated the meetings, met with the Bexar Appraisal District and submitted the applications to achieve the tax abatement for the project. The due diligence for the lenders and TDHCA came out of his office along with the review of the closing docs from the attorneys and title company. Marquez submitted the Cost Certification package on time.

David Marquez is a Principal and signatory for D & M Ventures, LLC, the Limited Partner of TX West End Baptist Housing, LP, the owner of the 50-unit apartment community, West End Baptist Manor, San Antonio, Texas. Marquez performed duties in all facets of the project, from application to permanent closing. Through the application period, Marquez dealt with the City of San Antonio for support and Rental Rehabilitation funding (HOME). He negotiated with the lenders, Stearns Bank David Feriancek and Dougherty Mortgage Jerry Wright, he disseminated information to the residents and management company. Marquez met with the architects Gonzalez Newell Bender, Francisco Gonzalez and Jill Moody, the engineers, and the contractor on planning on the rehabilitation, phasing, etc. He also met with HUD for the relocation of the residents and the HAP assignment for 50 Project –Based Section 8 units. He prepared and submitted the applications to TDHCA and was the project contact. During the construction phase, Marquez was on-site an average of 3 days a week for oversight of the rehabilitation with the general contractor, Capital Contractor, Inc. Clifford Stratton, residents and management. He was in constant contact with the construction lender, Stearns Bank and TDHCA; the submission of draws came out of his office. The project as completed on time. Marquez worked with HUD and Southwest Housing Compliance to secure the Attachment 20 for the 20 year HAP extension needed for Fannie Mae to close. He initiated the meetings, met with the Bexar Appraisal District and submitted the applications to achieve the tax abatement for the project. The due diligence for the lenders and TDHCA came out of his office along with the review of the closing docs from the attorneys and title company. Marquez submitted the Cost Certification package on time.

Section 1.

Person to be named on the Experience Certificate:

Contact Name:

Address:

City: State: TX Zip: 78205

Contact Phone: Contact Fax:

Contact Email:

Section 2.The Applicant requesting the Experience Certificate certifies to the following:

X

X

X

The individual to be named on the Experience Certificate has NOT at any time within the preceding three years been:(check all that apply)

X involved with affordable housing that is in material non-compliance under the Department's rules;

X involved with affordable housing in another state that has been the subject of issued IRS Forms 8823 that has not been or is not being corrected within reasonable due diligence.

X The individual to be named on the Experience Certificate is not ineligible to be an Applicant themselves.

Section 3.Evidence of previous participation experience documented by one of the following (identify items submitted):

American Institute of Architects (AIA) Document (A102) or (A103) 2007 Standard Form of Agreement betweenOwner & Contractor

AIA Document G704 -- Certificate of Substantial Construction

AIA Document G702 -- Application and Certificate for Payment

Certificate of Occupancy

IRS Form 8609 (only one for development is required)

HUD Form 9822

Development agreement

X Partnership agreement

210-228-0566210-228-0560

Remember to attach supplemental information checked above behind this form in order to establish previous experience.

[email protected]

The individual to be named on the Experience Certificate will be one of the Principals of the Development Owner, General Partner or Developer of a 2013 Housing Tax Credit Application.

The individual to be named on the Experience Certificate can establish that they have experience in the development of 150 units or more. (documentation requested below will be used to establish previous experience)

The individual to be named on the Experience Certificate was a Principal of the Development Owner, General Partner or Developer of the Development submitted for experience.

other documentation satisfactory to the Department verifying that the Development Owner's General Partner, Developer, partner or their Principals have the requried experience

an experience certificate issued by TDHCA in the past two (2) years (issued in 2011 or after) that reflects the development and placement in service of at least 150 units.

San Antonio

2013 EXPERIENCE CERTIFICATE REQUEST FORM

APPLICANT INFORMATION

David A. Marquez

David Marquez

222 E. Houston Street, Suite 620

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

FOR

TX LAS PALMAS GARDENS HOUSING, LP

PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACT OF THE STATE OF TEXAS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE .SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH INTERESTS IS ALSO SUBJECT TO CERTAIN RESTRICTIONS WHICH ARE SET FORTH IN THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. NO SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY PARTNERSHIP INTEREST WILL BE RECOGNIZED BY PARTNERSHIP UNLESS SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THIS AGREEMENT; OF THE SECURITIES ACT OF 1933, AS AMENDED; AND THE SECURITIES ACT OF THE STATE OF TEXAS, AS ll:MENDED, INCLUDING, WITHOUT LIMITATION, REGISTRATION UNDER SUCH ACTS IF REQUIRED UNDER THE PROVISIONS THEREOF.

PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES ACT OF THE STATE OF TEXAS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH INTERESTS IS ALSO SUBJECT TO CERTAIN RESTRICTIONS WHICH ARE SET FORTH IN THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. NO SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY PARTNERSHIP INTEREST WILL BE RECOGNIZED BY PARTNERSHIP UNLESS SUCH SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THIS AGREEMENT; OF THE SECURITIES ACT OF 1933, AS AMENDED; AND THE SECURITIES ACT OF THE STATE OF TEXAS, AS AMENDED, INCLUDING, WITHOUT LIMITATION, REGISTRATION UNDER SUCH ACTS IF REQUIRED UNDER THE PROVISIONS THEREOF.

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

FOR

TX LAS PALMAS GARDENS HOUSING, LP

A. TX Las Palmas Gardens Housing, LP, a Texas limited partnership ("Partnership"), was initially fonned as a limited partnership under the laws of the State of Texas pursuant to the Certificate of Formation filed with the Texas Secretary of State on January 18, 2006 and the Agreement of Limited Partnership dated January 18, 2006, executed by TX Las Palmas Gardens Development, LLC, a Texas limited liability company ("Company"), as General Pminer and D&M Ventures, LLC, a Texas limited liability company, as the Limited Patiner.

B. The parties hereto desire to enter into this Amended and Restated Agreement of Limited Pminership for TX Las Palmas Gardens Housing, LP (this "Agreement") to (a) continue Partnership under the Texas Limited Partnership Law, and (b) amend and restate the Agreement of Limited Partnership ofTX Las Palmas Gardens Housing, LP in its entirety.

NOW, THEREFORE, Company, as General Partner, and the persons and entities identified as limited partners on Schedule A attached hereto, as Limited Partners, do hereby adopt, ratify and approve this Amended and Restated Agreement of Limited Partnership for TX Las Pahnas Gardens Housing, LP, to be effective as of September 30, 2010 (the "E(fective Date").

ARTICLE I. DEFINITIONS

Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Agreement shall, for all purposes of this Agreement and of any amendment or supplement to this Agreement, have the meanings herein specified, such

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definitions to be equally applicable to both the singular and plural fonns of any of the terms defined. Certain terms used primarily in Exhibit "A" are defined therein.

"Accredited Investor" shall have meaning given that tenn in §50l(a) of Regulation B of the Securities Act of 1933.

"A(filiate" shall mean any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another Person.

"Agreement" shall mean this Amended and Restated Agreement of Limited Partnership, including Schedule A and Exhibit "A," as originally executed and as subsequently amended from time to time.

"Armraised Value" shall have the meaning assigned to such term in accordance with Section 9.1 0 of this Agreement.

"Applicable Tax Rate" shall mean thirty-five percent (35%) or such other percentage designated by General Partner fi·om time to time as a result of any subsequent change to the tax rates under Section 1 of the Internal Revenue Code of 1986, as amended.

"Assignee" shall mean a Person who has acquired all or a portion of a beneficial interest in a Partnership Interest. An Assignee has only the rights granted under Section 153.253 of the BOC. An Assignee does not have the right to become a partner except as provided in this Agreement or in Section 153.253 of the BOC.

"Bankruptcy" means bankruptcy of a Partner, which shall be deemed to have occurred when a Partner: (a) makes a general assignment for the benefit of creditors; (b) files a voluntary bankruptcy petition; (c) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (d) files an answer or other pleading admitting, or fails to contest the material allegations of a petition filed against the Partner seeking reorganization, arrangement, composition, readjustment, liquidation, winding up or similar relief under any law; or (e) seeks, consents to, or acquiesces in tl1e appointment of a trustee, receiver, or liquidator of Partner or all or substantially all of Partner's properties.

"BOC' shall mean the Texas Limited Partnership Law, part of the Texas Business Organizations Code, as amended from time to time.

"Business Day" shall mean any day other than a Saturday, Sunday and those legal public holidays specified in 5 U .S.C. § 61 03(a), as may be amended from time to time.

"Capital Account'' shall mean the Capital Account maintained for each Partner pursuant to Exhibit "A" of this Agreement.

"Capital Contribution" shall mean the total amount of cash or property contributed to Partnership by all the Partners or any one Partner, as the case may be.

"Capital Transaction" shall mean any of the following transactions other than in the ordinary course of business that result in Partnership's receipt of cash or other consideration: sale

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or exchange, financings or refinancings. In addition, the amount of any insurance proceeds received by Partnership in com1ection with a casualty loss in excess of the funds necessary to rebuild or repair the Partnership Property shall be treated under this Agreement as amounts received in collilection with a Capital Transaction.

"CDBG Lender" means the City of San Antonio.

"CDBG Loan" means the CDBG loan from the CDBG Lender, as evidenced by a Rental Rehabilitation Program Agreement and other related documents.

"Certificate" shall mean the Certificate of Formation for Partnership filed with the Secretary of State of Texas.

"Code" shall mean the mternal Revenue Code of 1986, as it has been and may be amended.

"Company" shall mean TX Las Palmas Gardens Development, LLC, a Texas limited liability company, as said limited liability company may time to time be constituted.

"Consent" means the written consent of a Person, in that Person's sole discretion unless otherwise indicated, to do the act or thing for which the consent is solicited, or the act of granting such consent, as the context may require. All communications relating to a consent under this Agreement shall be in such form as to constitute a Notification. ill any action with respect to which the consent of a Limited Partner is requested, Partnership shall reimburse the Limited Partner for all reasonable third party expenses including travel, if any, incurred by the Limited Partner in collilection with the proposed matter, whether or not consent is given.

"Construction Lender" means the Persons who will make a Construction Loan to Partnership, or committed themselves to do so, or any successor holder of a Construction Loan promissory note and mortgage securing same. If there is more than one Construction Lender, the term "Construction Lender" shall refer to any or all Construction Lenders, unless otherwise stated.

"Construction Loan" means the loan from the Construction Lender, the proceeds of which are being used to construct the Project.

"Contingency Reserve Account" shall mean an account established by General Partner to provide for working capital needs, repayment of Partnership debt, replacements and any other contingencies of Partnership to be funded from Net Cash Flow, as provided in Section l.l(b) of Exhibit "B," and Net Proceeds oflnterim Capital Transactions, as provided in Section 1.4(a) of Exhibit "B."

"Contribution Account" shall mean with respect to each Partner an amount equal to the Capital Contribution of each Partner less all amounts distributed by Partnership to each Partner pursuant to Sections l.l(c) and 1.4(b) of Exhibit "B." If any mterest entitled to the Contribution Account is transferred in accordance with the tenns of this Agreement, the transferee shall succeed to the Contribution Account of the transferor to the extent of the mterest transferred.

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"Disability" shall mean the disability of a Partner determined in the manner set forth herein, with such disability existing for a continuous period of six (6) months. Such Disability shall be defined in the disability income protection policy on the disabled Partner acquired by Partnership from an insurance company to fund the disability buy-out provisions of this Agreement; provided, however, that if there is no disability income protection policy on the disabled Partner acquired by Partnership in force at the time because it has lapsed, the definition in the lapsed policy shall nevertheless apply; provided further, however, that if Partnership has not acquired such a disability income protection policy, then it shall be based upon the agreement of Partnership and the Partner that the Partner is unable to continue his normal duties with Partnership with reasonable accommodation. If Partnership and Partner cannot agree if a Partner is disabled, the determination that a Disability does or does not exist shall be made by two (2) physicians selected for that purpose, one designated by Partnership and one by the Partner who is alleged to have a Disability. If the two physicians, within thirty (30) days, cannot agree if a Partner is disabled, they shall appoint a third physician and the opinion of the majority shall be binding and conclusive on the pariies to this Agreement. The cost of such detennination of Disability shall be borne by Partnership.

A Disability shall also exist if a court of proper jurisdiction determines that a Partner is non compos mentis ("NCM'), or for other reasons, requires a guardian of the person or estate. A determination by a court of NCM or that a Partner requires a guardian of the person or estate shall be conclusive and binding on the parties to this Agreement.

"Eligible Basis" means the adjusted basis of the Project as determined in accordance with the provisions of Code Section 42( d).

"Event of Default" shall have the meaning set forth in Section 3.8.

"Exchange Documents" means the Project Documents from the Exchange Program relating to the Project loan from TDHCA.

"Exchange Program" shall mean the Tax Credit Exchange Program under Sections 1404 at1d 1602 of the Recovery Act.

"Fiscal Year" shall mean the twelve-month period ending December 31 of each year; provided that the initial Fiscal Year shall be the period beginning on the effective date of this Agreement and ending December 31 of such year, and the last Fiscal Year shall be the period beginning on January I of the calendar year in which the Liquidation of Partnership is completed and ending on the date a Certificate of Termination of the Certificate of Fonnation is filed in accordance with the BOC (to the extent any computation or other provision hereof provides for an action to be taken on a Fiscal Year basis, an appropriate proration or other adjustment shall be made in respect of the initial and final Fiscal Years to reflect that such periods are less than full calendar year periods).

"General Partner" shall mean the Company or any successor General Partner elected as provided in this Agreement.

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"Hazardous Material" shall have the collective meanings given to the tenus "hazardous material," "hazardous substances" and "hazardous wastes" in the Federal Comprehensive Enviromnental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended, and also any meanings given to such terms in any similar state or local statutes, ordinances, regulations or by laws. Without limiting the generality of the foregoing, the term "Hazardous Material" shall include oil and any other substance !mown to be hazardous, such as hazardous waste, lead-based paint, asbestos, methane gas, urea formaldehyde insulation, underground storage tanks, polychlorinated biphenyls (PCBs), toxic substances or other pollutants.

"Hazardous Material Laws" means any local, state or federal statute, ordinance, regulation, by law or other law, relating to the use or disposition of Hazardous Matetial, including, without limitation, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Toxic Substance Control Act, the Safe Drinking Water Control Act, the Comprehensive Enviromnental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, and the Occupational Safety and Health Act, as the same may be amended from time to time.

"HUD" means the United States Department of Housing and Urban Development, or any successor federal agency.

"Interested Governmental Agencv" means any govennnental agency which under applicable law, rules or regulations exercises supervisory power over, or has a contractual or financial interest in, the Project or its tenants, at any time or from time to time, including but not limited to the IRS, HUD, City of San Antonio and TDHCA.

"Interim Capital Transaction" shall mean any Capital Transaction other than a Terminating Capital Transaction.

"Interest" has the same meaning as Partnership Interest as set forth below.

"Limited Partners" shall mean the Persons identified as limited partners on Schedule A, and any other Persons subsequently admitted as Limited Partners under the tenus of this Agreement or who receive a limited partnership Interest( s) upon conversion of general partnership Interest(s) pursuant to the tenus of this Agreement.

"Liquidator" shall mean the Person designated, in accordance with Section 10.3.A, to supervise the winding up of Partnership.

"Maioritv" means (i) with respect to any referenced group of Partners, a combination of such Partners constituting more than fifty percent (50%) of the number of Partners of such referenced group who are then Partners, and (ii) to the extent there is more than one General Partner, a combination of any such General Partners constituting more than fifty percent (50%) of the number of General Partners. Any action to be taken by the General Partners hereunder, unless otherwise specified under the BOC or this Agreement, shall be taken upon the affirmative vote of a Majority of the General Partners.

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"Majoritv in Interest" shall mean, with respect to any referenced group of Partners, a combination of any such Partners who, in the aggregate, own more than fifty percent (50%) of the Partnership Interests of the referenced group of Partners. Any action to be taken by the Partners hereunder, unless otherwise specified under the BOC or this Agreement, shall be taken upon the affirmative vote of a Majority in Interest of the Partners.

"Net Capital Proceeds" in connection with a Terminating Capital Transaction shall mean that amount distributable to the Partners as determined pursmmt to Section 10.5 and, in cmmection with an Interim Capital Transaction shall mean the proceeds received by Partnership in connection with the Interim Capital Transaction after the payment of costs and expenses incurred by Partnership in com1ection with the Interim Capital Transaction, including brokers' cmmnissions, loan fees, loan payments, other closing costs, and the cost of any alteration, improvement, restoration, or repair of any Partnership Property necessitated by or incurred in connection with such Interim Capital Transaction, and if the Interim Capital Transaction is a financing or refinancing, after the payment of any Partnership indebtedness that is to be repaid in · com1ection with such financing or refinancing.

"Net Cash Flow" shall mean the amount equal to the taxable income or loss of Partnership arising in the ordinary course of Partnership's business and investment activities, increased by tax exempt interest, depreciation, amortization, cost recovery allowances and other non-cash charges deducted in determining such taxable income, and decreased by principal payments made on any Partnership indebtedness, capital expenditures when made other than from the Contingency Reserve Account or borrowings, the proceeds of which are not included in Net Cash Flow and any other cash expenditure not deducted in detennining such taxable income or loss. Net Cash Flow shall not include any items included in the detennination of Net Capital Proceeds in connection with Capital Transactions but shall be increased by the reduction of any reserve previously established.

"Notification" shall mean a wnhng containing any information required by this Agreement to be communicated to any Person, which may be personally delivered, sent by registered or certified mail, postage prepaid, or sent by facsimile or e-mail transmission promptly confirmed by mail, to such Person, at the last known address of such Person on Partnership records. Any such Notification shall be deemed to be given (i) when delivered, in the case of personal delivery, (ii) on the date on which it is deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid, in the case of mail, and (iii) within the first business hour (being 9:00a.m. to 5:00p.m., local time for the recipient, on any Business Day) after receipt by the addressee, in the case of facsimile or e-mail transmission. Any communication containing information sent to any Person other than as required by the foregoing sentences, but which is actually received by such Person, shall constitute Notification as of the date of such receipt for all purposes of this Agreement.

"Partners" shall mean the General Partner or a Limited Partner.

"Partnership" shall mean TX Las Palmas Gardens Housing, LP, as said limited partnership may from time to time be constituted.

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"Partnership Interest" or "Interest" shall mean all rights and interests of a Partner under this Agreement and the BOC, including (i) the right of a Partner, expressed as a percentage, as detennined from time to time by dividing the Partner's Capital Account to the Capital Accounts of all Partners (subject to the provisions of Article VII below), and, except as otherwise provided in this Agreement, to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement, and (ii) all management rights, voting rights or rights to consent.

"Partnership Property or Properties" shall mean all interests, properties and rights of any type owned by Partnership, whether owned by Partnership at the date of its fonnation or thereafter acquired:

"Permanent Lender" means the Persons who will make a Permanent Loan to the Partnership, or committed themselves to do so, or any successor holder of a Pem1anent Loan promissory note and mortgage securing same. If there is more than one Permanent Lender, the tenn "Permanent Lender" shall refer to any or all Permanent Lenders, unless otherwise stated.

"Permanent Loan" means a permanent loan from Permanent Lender, as evidenced by a promissory note and secured by a mortgage and other related loan Project Documents. If there shall be more than one Permanent Loan, the term "Permanent Loan" shall refer to any or all Permanent Loans, unless otherwise stated.

"Person" shall mean any natural person, limited liability company, general partnership, limited partnership, limited liability partnership, corporation, joint venture, trust, business trust, cooperative, association, or other entity.

"Projecf' shall mean a 100 unit multi-family rental housing development located in San Antonio, Bexar County, Texas, and commonly known as "Las Palmas Gardens Apartments."

"Project Documents" means any documents evidencing or securing a Construction Loan, Pennanent Loan, CDBG Loan, Exchange funds under the Exchange Program and all other instruments delivered to or required by the Construction Lender, Pennanent Lender, CDBG Lender, TDHCA or Interested Govennnental Agency and all other documents relating to the Project and by which Partnership is bound, as amended or supplemented from time to time.

"Tax Account" shall mean with respect to each Partner an amount equal to the Applicable Tax Rate times the amount of Adjusted Net Income allocated to such Partner pursuant to Section 3.1(f)(iv) of Exhibit "B" less all amounts distributed to such Partner pursuant to Section l.l(a) of Exhibit "B". If any Partnership Interest entitled to the Tax Account is transferred in accordance with the terms of tins Agreement, the transferee shall succeed to the Tax Account of the transferor to the extent of Partnership Interest transferred.

"TDHCA" shall mean the Texas Department of Housing and Cotmnunity Affairs.

"Terminating Capital Transaction" shall mean any Capital Transaction that is entered into in cmmection with, or will result in, the winding up and termination of Partnership.

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"Transffr" shall mean any change in the record ownership of an Interest, whether made voluntarily or involuntarily by operation oflaw, including, but not limited to, the following:

1. a sale or gift to any Person;

2. a transfer to the personal representative of the estate of a Partner upon such Partner's death, and any subsequent transfer from such personal representative to the heirs or devisees of the deceased Pa:tiner under his will or by the laws of descent and distribution;

3. a transfer to a judicially appointed personal representative as a result of the adjudication by a court of competent jurisdiction that the transferor Pa:tiner is mentally incompetent to manage his person or property;

4. a transfer to the transferor Pa:tiner's spouse or former spouse, or heirs of such spouse or former spouse, in connection with a division of their community or other property upon the death of the transferor Partner, divorce or the death of such spouse;

5. a general assigmnent for the benefit of creditors, or any assigmnent to a creditor resulting from the creditor's foreclosure upon or execution against such Interest;

6. the filing by the transferor Partner of a voluntary Bankruptcy petition; or

7. the entry of a judicial order granting the relief requested by the petitioner in an involuntary Bankmptcy proceeding filed against the transferor Pa:tiner.

ARTICLE II. PARTNERSHIP

Section 2.1. Continuation/ Admission. The Pa:tiners shall continue Partnership as a limited pa1inership under the BOC. Except as herein stated, the BOC shall govern the rights and liabilities of the Partners.

Section 2.2. Na:tne. The name ofPa:tinership is "TX Las Palmas Gardens Housing, LP"

Section 2.3. Assumed Na:tnes. General Pa:tiner may cause Pa:tinership to do business under one or more assumed names. In com1ection with the use of any such assumed names, General Pa:tiner shall cause Pa:tinership to comply with the Texas Assumed Business or Professional Name Act, as a:tnended, or the laws of any other applicable jurisdiction.

Section 2.4. Registered Office: Registered Agent; Principal Office in the United States; Other Offices. The registered office of Pa:tinership required by the BOC to be maintained in the State of Texas shall 3333 Lee Parkway, Tenth Floor, Dallas, TX 75219, or such other office located in the State of Texas (which need not be a place of business of Partnership) as General Partner may designate from time to time in the manner provided by law. The registered agent of Partnership in the State of Texas shall be John C. Shackelford, or such other Person or Persons as the General Partner may designate from time to time in the ma:tUler provided by law. The principal office ofPa:tinership in the United States is 1215 Castroville Road, San Antonio, Texas

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78237, or such other place as the General Partner may designate from time to time, which need not be in the State of Texas, and Partnership shall maintain records there as required by Sections 3.151 and 153.551 of the BOC. Partnership may maintain other offices at other places as determined by General Partner to be necessary or advisable from time to time.

Section 2.5. Purpose. The purpose of Partnership is (a) to engage in all lawful acts, for which limited partnerships may be organized under the BOC, and in any other business or activity that may be incidental, proper, advisable or convenient to accomplish the purposes of Partnership that it is not forbidden by the law of the jurisdiction in which Partnership engages in that business, including, without limitation, to acquire, own, develop, operate, lease, dispose of, exchange, convert, manage, and otherwise exercise all of the rights, duties and obligations as an owner of the Partnership Property, and (b) to provide management and financial arrangements with respect to the business of Partnership.

Section 2.6. Term. Pursuant to the BOC, the term of Partnership shall commence upon the date of the filing of the Certificate, or as otherwise provided in the Certificate, aud shall exist until terminated in accordance with this Agreement and the BOC.

Section 2.7. Qualification in Other Jurisdictions. Prior to Partnership conducting business in any jurisdiction other than Texas, General Partner shall cause Partnership to comply, to the extent those matters are reasonably within the control of General Pminer, with all requirements necessary to qualify Partnership as a foreign limited partnership in that jurisdiction. At the request of General Partner, each Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and tenninate Partnership as a foreign limited partnership in all such jurisdictions in which Partnership may conduct business, and to this end the General Partner may use the power of attorney granted in Section 3.4.

Section 2.8. Mergers, Conversions and Exchanges. Partnership may be a patty to (a) a merger, (b) conversion or (c) an exchange or acquisition of the type described in the BOC, subject to obtaining the required vote of the approval required under Article III of this Agreement.

ARTICLE III. MANAGEMENT OF PARTNERSHIP

Section 3.1. Management.

A. General Partner. The powers of Partnership shall be exercised by or under the authority of, and the business and affairs of Partnership shall be managed under the direction of, the General Partner. Any Person dealing with Partnership, other than a Partner, may rely on the authority of the General Partner and its directors, managers, agents and officers in taking any action in the nmue of Partnership without inqniry into the provisions or compliance herewith, regardless of whether that action is actually taken in accordance with the provisions of this Agreement.

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B. Officers. General Partner may jointly designate one or more individuals as officers of Partnership, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by General Partner. Officers need not be Partners or residents of the State of Texas. Any officer may be removed by General Partner at any time, with or without cause. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until the earlier of the officer's death, resignation or removal. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the officers and agents of Partnership shall be fixed by General Partner.

Section 3.2. Powers of General Partner.

A. Except as otherwise set forth in this Agreement, General Partner, within the authmity granted under this Agreement, shall (i) have full, complete and exclusive discretion to manage and control the business of Partnership for the purpose herein stated, (ii) make all decisions affecting the business of Partnership, (iii) manage and control the affairs of Partnership in good faith to the best of the ability of General Partner and (iv) use its best efforts to carry out the purpose of tl1e Partnership as set forth in Section 2.5, including, without limitation, the taking of all actions on behalf of Partnership which pertain to the acquisition of the real property for the Project, the admission of Limited Partners to Partnership and the procuring and closing of the funds under the Exchange Program. In so doing, General Partner shall take all actions necessary or approptiate to protect the interests of Limited Partner and of Partnership. General Partner shall devote such time as is necessary to the affairs of Partnership.

B. If there shall be more than one General Partner, the administrative affairs of Partnership shall be managed by Managing General Partner. In any provisions hereof pertaining to the power, authority, duties, administration or management functions of General Partner, to tl1e extent the BOC permits any general partner to delegate a general partner's power of management, General Partner (acting for and on behalf of General Partner and Partnership, in extension and not in limitation of rights and powers given by the BOC) shall have the right, power and authority to manage Partnership business and, to the extent petmitted by tl1e BOC, perform all management and administrative functions set forth herein; provided, however, that any General Partner signatory hereto shall be jointly and severally liable for any and all obligations and liabilities imposed upon a general partner under the BOC and upon General Partner by this Agreement. In furtherance and not in limitation of the foregoing, General Partner is hereby specifically authorized and empowered to execute and deliver, on behalf of Partnership, the loan in relation to the Exchange Program for the Project, and to execute any and all other instruments and documents and amendments thereto as shall be required in connection therewith, including any mortgage, note, contract, loan agreement and resolution. A Person dealing with Partnership shall not be required to determine General Partner's authority to make any undertaking on behalf of Partnership, or to determine any facts or circumstances bearing upon the existence of such authority, and all decisions made for and on behalf of Partnership by General Pminer pursuant to and within the scope of the authority herein given shall be binding upon Partnership.

Section 3.3. Limitations Upon the Authority of General Partner.

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A. General Partner shall not have any authority to directly or indirectly, without the Consent of the Limited Partners, to:

1. perfonn any act in violation of any applicable law or regulation thereunder; or

2. perfonn any act m violation of the provlS!ons of the Project Documents; or

3. do any act required to be Consented to or ratified in writing by the Limited Partner hereunder or under the BOC, without such Consent or ratification, unless tl1e right to do so is expressly otherwise given in this Agreement; or

4. rent apartments in the Project so that the Project would not meet the requirements of the Exchange Program; or

5. borrow from Partnership or commingle Pminership funds with the funds of any Person; or

6. perfonn any act which would make it impossible to carry on the ordinary business of Partnership; or

7. confess a judgment against Partnership, or cause Partnership to settle, compromise, mediate or otherwise relinquish any claim (actual or prospective), or to release, waive or diminish any material Partnership rights in any litigation or arbitration matter involving a claim of in excess of $1 0,000; or

8. require a Limited Partner to make any contribution to ilie capital of Pminership not provided for herein; or

9. pennit Partnership to acquire property in exchange for a Partnership Interest, except for General Partner's original Partnership Interest; or

10. cause Partnership to grant it an exclusive right to sell Partnership Property; or

11. engage in activities which adversely impact upon the Project; or

12. accept from Part11ership, directly or indirectly, a commission or fee in co1n1ection wiili the reinvestment or distribution of proceeds from a sale or refinancing of ilie Project or proceeds received from the liquidation of Partnership, except as otherwise provided in this Agreement; or

13. receive any rebates or give-ups or participate in any reciprocal business arrangements in circumvention of this Agreement; or

14. charge or receive any fees for management serv1ces except as expressly provided herein; or

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15. amend any Project Document, or permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to have a material adverse effect on Partnership, the Project's Eligible Basis and/or the Limited Partners; or

16. pledge or assign any of the Capital Contributions or the proceeds thereof; or

17. following completion of construction/rehabilitation of the Project, to construct any new capital improvements, or to replace any existing capital improvements if construction or replacement would substantially alter the use of the real property on which the Project is located; or

18. acquire any real property in addition to the real property on which the Project is located (other than easements or similar rights necessary or convenient for the operation of the Project); or

19. cause Partnership to make any loan or advance to any Person (other than accounts receivable in the ordinary course of business from Persons other than General Partner or its Affiliates); or

20. terminate Partnership for federal income tax purposes or dissolve or wind up Partnership; or

21. permit Partnership to acquire any property in which a General Partner or Affiliate thereof has an interest or enter into other agreements with Affiliate(s) of General Partner; or

22. pennit Partnership to incur any indebtedness other than as specifically described herein, or trade payables in the ordinary course of business or in excess of $25,000; or

23. make application for or accept any increase in or refinancing of the Construction Loan, CDBG Loan or the Permanent Loan; or

24. change the nature of Partnership's business, including, without limitation, acquiring any real property on behalf of Partnership in addition to the Project or constructing any new or replacement capital improvements on the real prope1iy on which the Project is located, except replacements and remodeling in the ordinary course of business or under emergency conditions, or on any land owned by Partnership; or

25. except as security for the Construction Loan, Permanent Loan, CDBG Loan and the Exchange Documents, sell, exchange, lease, mortgage, pledge or otherwise transfer all and/or substantially all of the assets of Partnership, or any portion of the Partnership Property; or

26. possess Partnership Property or assign any rights m specific Partnership Property for other than Partnership purposes; or

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27. place any liens or restrictions or other title exceptions on the Project, except the mortgages in relation to the Exchange Documents, Construction Loan, CDBG Loan and Permanent Loan or other permitted exceptions on the title policy for the Project; or

28. permit a General Partner to withdraw from Partnership, or to admit a new or substitute general partner or limited partner, except as provided in Articles III and IX; or

29. make any amendment to the Certificate or this Agreement, unless required by law; or

30. borrow the Permanent Loan on terms other than those Consented to by Limited Partner or refinance or prepay any Pennanent Loan; or

31. borrow on the general credit of Partnership; or

32. change or reorganize Partnership into any other legal fonn; or

3 3. voluntarily file a petition in bankruptcy on behalf of Partnership or file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or

34. hire any employees of Partnership; or

35. approve the professionals engaged by Partnership and the compensation to be paid such professionals; or

36. approve all tax returus and accounting records of Partnership and the Project; or

37. approve the construction and/or rehabilitation of all improvements, amenities, structures and buildings on the Project; or

38. take any action or bind and otherwise represent Partnership with respect to all matters relating to (a) incurring and categorizing costs for inclusion in Eligible Basis, (b) leasing to qualified tenants, and (c) submission and correspondence with tl1e Limited Partners, HUD, TDHCA, the United States Departulent of Treasury, and the IRS (including audits) regarding (a) and (b) above;

provided, however, that if the Limited Pruiner's Consent shall be requested, it shall be subject to the judgment of counsel to the Limited Partner that the giving of any such Consent shall be pennitted by the Act as the exercise of a power not constituting participation in the control of Partnership's business so as to convert the Limited Partner Interest of the Limited Partner into a general partner interest for any purpose or to ru1y extent.

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B. TDHCA Approval Rights. So long as Partnership has any obligations to TDHCA under the Exchange Program, TDHCA shall have the right to approve any new General Partner of Partnership or any property manager engaged for the Project, which consent shall not be umeasonably withheld conditioned or delayed.

Section 3.3. Indemnities by the General Partner.

A. General Partner hereby indemnifies and holds Partnership and Limited Partner and the partners, agents, counsel and assignees thereof, free and harmless from any injury, diminution in value of the Partnership Interest of the Limited Partner, loss or damage (including, but not limited to, reasonable attorneys' fees, court costs and amounts paid in settlement of any claims which have been mutually agreed to by General Partner and the party against whom such claim has been made, resulting from the claims of any Person with respect to any liability arising under the Securities Act of 1933 or the Securities Exchange Act of 1934 or the securities laws or regulations of any state or other jurisdiction), by reason of claims based upon alleged fi·aud, deceit or untrue statement of a material fact made by General Partner or omission by General Partner to state a material fact required to be stated or necessary to malce the statements not misleading, with respect to or based upon information furnished or statements made by General Partner to Limited Partner or its Affiliates, agents or counsel. General Partner shall assume the defense of any judicial action that might arise in connection with any such claims, provided that any such indemnified party shall have the right to assume the defense of any claim or counterclaim against itself.

B. General Partner hereby indemnifies m1d holds Limited Partner free and harmless from all claims, damages and losses arising in any way out of breach of General Partner's representations, warranties and covenants contained in this Agreement or from any claim arising in any way out of the operation or ownership of the Project other than claims, damages and losses caused by actions of Limited Patiner in contravention of this Agreement.

C. If the provisions of this Section or any portion thereof or the application thereof to any Person or circumstances shall to any extent be invalid or unenforceable, the parties hereto hereby agree that a right to receive contribution shall exist on the part of the party or parties who otherwise would have been an indemnified party under the aforesaid provisions (hereinafter collectively refen·ed to as the "contribution recipient") in the amount of 90% of any and all losses, claims, damages, expenses or liabilities to which a contribution recipient may become liable. The parties hereby agree further that, in such event, and upon the incurring by a contribution recipient of any such loss, claim, damage, expense or liability, and the giving by such contribution recipient of written notice thereof to the party or parties who otherwise would have been an indemnifying party under the aforesaid provisions (hereinafter collectively referred to as "contributor"), the contributor shall promptly pay to such contribution recipient an amount equal to 90% of any such loss, claim, damage, expense or liability incurred by such contribution recipient as aforesaid.

Section 3.4. Power of Attorney. Each Partner hereby appoints the General Partner (and any liquidator pursuant to Section 1 0.3) as that Partner's attomey-in-fact for the purpose of

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executing, swearing to, acknowledging, and delivering all certificates, documents, and other instruments as may be necessary, appropriate, or advisable in the judgment of the General Partner (or the liquidator) in furtherance of the business of Partnership or complying with applicable law, including, without limitation, filings of the type described in Section 2.7. This power of attorney is irrevocable and is coupled with an interest. On request by the General Partner (or the liquidator), a Partner shall confirm its grant of this power of attomey or any use thereof by the General Partner (or the liquidator) and shall execute, swear to, acknowledge, and deliver any such certificate, document, or other instrument.

Section 3.5. Management. Subject to Section 3.2.B of this Agreement, General Partner shall perfonn such management services as may be necessary in connection with the Partnership Property or, upon the Consent of Limited Partner, may cause Partnership to retain a third-party to all or a portion of the management services as may be necessary in connection with the Partnership Property. Notwithstanding the foregoing, so long as Partnership has any outstanding obligations to TDHCA under the Exchange Program, TDHCA shall have the right to replace the property manager engaged for the Project in the event of a default under any documents pertaining to the award of funds from the Exchange Program to Partnership (after notice and opportunity to cure in accordance with such documents) or if the Project becomes in Material Non-Compliance, as such term is defined in Chapter 60 of Title I 0 of the Texas Administrative Code.

Section 3.6. Resignation by General Partner. No General Partner shall have the right to withdraw from Partnership before Partnership winds up and liquidates without the Consent of Limited Partner. If such General Partner does attempt to withdraw as a General Partner, such attempt shall be considered a breach of this Agreement, such General Partner's Interest shall convert to that of a Limited Partner, and tl1e Limited Partners shall admit a new General Partner in accordance with Section 5.2 of this Agreement.

Section 3.7. General Partner with Interest as Limited Partner. If a General Partner has or acquires an interest in Partnership as a Limited Partner, such General Partner will, with respect to such Limited Partnership Interest, enjoy all the rights and be subject to all of the obligations and duties of a Limited Partner. With respect to such General Partner's Interest, such General Partner will continue to enjoy all the rights and remain subject to all the obligations and duties of a General Partner.

Section 3.8. Events of Default. The failure by Partnership, General Partner or an Affiliate thereof to fulfill any of their respective obligations set forth in this Section 3.8 for a period of thirty (30) days after Notice to do so (except in the case of failure to maintain insurance under Section 3. 8 .A. I 0 for which there shall be no cure period) shall constitute a default under this Agreement ("Event o(Detault"). General Partner may be removed as set forth in this Section 3.8 and Section 9.6 upon the occurrence of an Event of Default:

A. The occurrence of any of the following events shall constitute an Event of Default:

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1. a default under the Exchange Program, Construction Loan, CDBG Loan or Pennanent Loan and such default remains uncured beyond the time provided for cure thereof by the applicable Project Documents;

2. foreclosure proceedings are commenced against the Project;

3. violation in a material respect of any provisions of a Project Document or any material regulatory provisions of any Interested Governmental Agency, agreements or law applicable to the Project;

4. failure in a material way to assure the continued accuracy of the General Partner's representations and warranties set forth in Article N of this Agreement;

5. a material violation of Partnership purpose or authority as set forth in Section 2.5;

6. failure to fund and maintain any reserve accounts required by this Agreement or the Project Documents;

7. failure to remove and, subject to Section 3.2.B. of this Agreement, replace the management agent of the Project;

8. failure to furnish tax returns to Limited Partner for its approval prior to fifteen (15) of the date said tax returns are due or failure of General Partner to timely sign and/or file tax returns;

9. failure to pay real estate taxes and other impositions assessed against the Project on or before their respective due dates;

I 0. failure to keep the Project adequately insured in accordance with the terms of the Project Documents;

II. withdrawal of any Partnership funds except for a Partnership purpose as expressly authorized herein, or failure to pay all amounts due to the Limited Partner;

12. if any commitment of a lender to provide financing, or any agreement entered into by the Partnership to obtain financing is terminated and not reinstated within thirty (30) days;

13. less than the minimum number of dwelling units in the Project remain qualified under the Exchange Program requirements;

14. Bankruptcy of General Partner or Partnership;

15. willful misconduct, gross negligence or breach of fiduciary obligation to Partnership or a Limited Partner under the BOC or hereunder, provided that

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any such conduct results in, or is likely to result in, a material detriment to or an impairment of the Project, other assets of Partnership, or the rights or benefits of Limited Partner; or

16. failure to deliver copies of monthly draw requests including application and certification for payment indicating construction progress.

B. Subject to the provisions of Sections 3.2.B and 9.6, Limited Partner shall have the right, in its sole discretion, to remove General Partner if an Event of Default occurs hereunder. General Partner shall also be subject to removal and replacement by an Interested Governmental Agency if required by such Interested Governmental Agency pursuant to any other agreement.

C. Upon the unauthorized withdrawal or removal due to an Event of Default of any General Partner: (i) subject to the provisions of Sections 3.2.B and 5.2.B, without any further action by any Partner, Limited Partner or its designee may at its option become a General Partner, and acquire, in consideration of a cash payment of $10, such portion of the Interest (not including any vested rights of the removed General Partner to receive any fees for services previously performed) of the removed General Partner as counsel to the Limited Partner shall determine in its reasonable discretion is the minimum appropriate Interest in order to assure the continued status of Partnership as a partnership under the Code and the BOC; (ii) the remaining portion of the Interest of the removed General Partner, if any, shall be treated as required by Section 9.6, and (iii) the new General Partner shall automatically be irrevocably delegated all of the powers and duties of the removed General Partner pursuant to this Agreement. Nothing in this Section 3.8.C. shall reduce or otherwise limit the rights, remedies or other actions available to the Limited Partner against the removed General Partner. A General Partner so removed will not be liable as a General Partner for any obligations of Partnership incuiTed or attributable to events or actions occurring after the effective date of its removal, but shall continue to be liable for all obligations, liabilities, consequences and damages incurred or attributable to events or actions occurring prior to the date of removal. A General Partner so renioved shall fully indemnify and hold hannless Limited Partner (or its designee), as substitute General Partner, as applicable, against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as General Patiner, to the extent that any such losses, judgments, liabilities, expenses and settlement payments relate to, arise fi·om, or are atttibutable to claims, actions, omissions or events arising prior to the date of removal. General Partner hereby grants to Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to execute and deliver any and all documents and instruments on behalf of such General Partner and Partnership as Limited Partner may deem to be necessary or appropriate in order to effect the provisions of this Section 3.8 and to enable the new General Partner to manage the business of Partnership.

ARTICLE IV. INDEMNIFICATION AND INSURANCE

Section 4.1. Indemnification and Advance of Expenses. Partnership shall indemnify and/or advance expenses to a Person who was, is, or is threatened to be made a named defendant or respondent in a Proceeding because the Person is or was an Agent of Partnership, to the fullest

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extent provided by, and in accordance with the procedures set forth in, Chapter 8 of the BOC and any other applicable laws, provided, however, that Chapter 8 of the BOC shall be modified in the following respects as applied to Partnership:

A. Indemnification of any Person who has satisfied the standard of conduct set forth in Section 8.101 of the BOC shall be mandatory rather than optional. The determination under Section 8.101 of the BOC that indemnification shall be made shall also constitute authorization of indemnification under Section 8.104 of the BOC.

B. Advancement of expenses to a Person who has satisfied the requirements of Section 8.101 of the BOC shall be mandatory rather than optional.

C. Payment or reimbursement of expenses to a Person pursuant to Section 8.1 01 of the BOC in cmmection with his appearance as a witness or other participation in a Proceeding shall be mandatory rather than optional.

Section 4.2. Definitions. For purposes of this Article N:

(a) "Agent" means any person who is or was a Partner, officer, employee and/or agent of Partnership or any Person who is or was serving at the request of Partnership as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of a Subject Enterprise other than Partnership.

(b) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

(c) "Subiect Enterprise" means a foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

Section 4.3. Non-Exclusive; Continuation. The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which the person claiming indemnification may be entitled under any agreement or any vote of the Partners or otherwise both as to any action in his, her or its official capacity and as to any action in another capacity while holding such position, and shall continue as to a Person who shall have ceased to be an Agent of Partnership engaged in any other enterprise at the request of Partnership and shall inure to the benefit of the heirs, executors and administrators of such Person.

Section 4.4. Limit on Liability of Partners. The indemnification set forth in this Article IV shall in no event cause the Patiners to incur any personal liability beyond their total Capital Contributions, nor shall it result in any liability of the Partners to any third party.

Section 4.5. Subordinate Ricltts: Subrogation. In the event that any Person in accordance with this Article IV has indemnification rights against, or otherwise has rights to receive indemnification from, one or more Subject Enterprises with respect to or on account of a Proceeding giving rise to similar indemnification obligations on the part of Partnership to such

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Person, (a) the indemnification rights contained in this Agreement shall be subordinate to any indemnification rights provided by such Subject Enterprise(s) and (b) such Person shall be entitled to indemnification from Partnership only to the extent such Subject Enterprise(s) fail to provide or are not otherwise obligated to provide indemnification for such Proceeding. In the event Partnership shall be obligated to indemnify any Person pursuant to this Article IV in connection with their capacity under a Subject Enterprise, Partnership shall be subrogated to all rights of such Person against, or otherwise to receive indemnification from, each Subject Enterprise with respect to or on account of the Proceeding giving rise to Parh1ership's obligation to indemnify such Person pursuant to this Article IV, including without limitation any and all rights of such Person to indemnification from such Subject Enterprise under the miicles or certificate of formation, incorporation, organization, bylaws, regulations, limited liability company agreement, partnership agreement or other organizational documents of such Subject Enterprise or any agreement between such Person and such Subject Enterprise.

Section 4.6. Appearance as a Witness. Notwithstanding any other provision of this Article IV, Partnership may pay or reimburse expenses incurred by an Agent of Partnership in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he or she is not a nmned defendant or respondent in the Proceeding.

Section 4.7. Insurance. Subject to Section 8.151 of the BOC, Partnership may purchase and maintain insurance or other arrangements on behalf of any Person who is or was a Parh1er, employee, agent or other Person identified in Section 4.1 above against any liability asserted against him or incurred by him in such a capacity or arising out of his status as such a Person, whether or not Partnership would have the power to indemnify him against that liability under Section 4.1 or otherwise.

Section 4.8. Savings Clause. If this Article IV or any portion hereof shall be invalidated on any ground by m1y court of competent jurisdiction, then Partnership shall nevertheless indemnify and hold harmless each Agent of Partnership or any other Person indemnified pursuant to this Article IV as to costs, charges, and expenses (including attorneys' fees), judgment, fines, and mnounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent pennitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLEV. PARTNERS

Section 5.1. Partners. The names and addresses of the Partners of Partnership are as set forth on Schedule A of this Agreement. General Partner shall have the authority to mnend Schedule A from time to time to reflect changes, in accordance with the tenns of this Agreement and/or the BOC, in the nmne, address, capital contributions m1d/or partnership interests of the Partners of Partnership.

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Section 5.2. Admission of Additional Partners. Additional Partners of Partnership may be admitted as follows:

A. Additional Persons may be admitted to Partnership as Limited Partners through the issuance of additional Partnership Interest by Partnership upon the approval of, and on such terms and conditions as shall be determined by, the General Partner and the Consent of the Limited Partner. The terms of admission or issuance must specifY the percentage of ownership of Partnership of the applicable Partnership Interest being issued thereto. The tenns of admission or issuance may also provide for the creation of different classes or groups of Partners having different rights, powers, and duties. Notwithstanding the foregoing, no Person (the "Proposed Limited Partner") may be admitted as an additional Limited Partner until such Proposed Limited Partner, along with their spouse, if any, desiring to be admitted as a Limited Partner has satisfied the requirements set forth in this Agreement relating to an admission of a Limited Partner including, without limitation, executing a counterpart of, or an agreement adopting, this Agreement and providing Partnership with the Capital Contribution required from the Proposed Limited Partner. In addition, the Proposed Limited Partner must execute and deliver a personal guarantee or guarantees in the form and substance of any other outstanding guaranty agreement(s) which have been executed by the Limited Partners, unless expressly waived by the General Partner. Thereupon the Proposed Limited Partner shall be deemed admitted as a Limited Partner and shall have, to the extent of the Partnership Interest issued to the Proposed Limited Partner, the rights and powers and shall be subject to the restrictions and liabilities of a Limited Partner under this Agreement, the Interest issued to the Proposed Limited Partner, and the BOC. Except as set forth in this Section 5.2, the General Partner shall have no authority to issue any new Partnership Interests, except as set forth in Section 9.4, or to admit any new Partners to Partnership.

B. Subject to the restrictions of Section 3.2.B of this Agreement, upon the removal or withdrawal of a General Partner, or in the event the Partners desire to admit an additional General Partner, the admission of such new, substitute or additional General Partner shall become effective only upon the approval of Limited Partner and Partnership's receipt of the required Capital Contribution, if any, as determined by Limited Partner. Additionally, no Person (the "Proposed General Partner") may be admitted as a new, substitute or additional General Partner until such Proposed General Pa1iner, along with their spouse, if any, desiring to be admitted as a General Partner has satisfied the requirements set forth in this Agreement relating to an admission of a General Partner including, without limitation, executing a counterpart of, or an agreement adopting, this Agreement. In addition, the Proposed General Partner must execute and deliver a personal guarantee or guarantees in the form and substance of any other outstanding guaranty agreement(s) which have been executed by the General Partner(s). Thereupon the Proposed General Partner shall be deemed admitted as a GeneralPartner and shall have, to the extent of the Partnership Interest issued to the Proposed General Partner, the rights and powers and shall be subject to the restrictions and liabilities of a General Partner under this Agreement, the Interest issued to the Proposed General Partner, and the BOC.

C. If the proposed additional Partner desires to acquire his, her or its Interest in a Transfer from an existing Partner, such Transfer may be made and the admission of the additional Partner shall become effective only in accordance with Article IX hereof. All other

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attempted Transfers of any interest or right, or any part thereof, in or in respect of Partnership shall be null and void ab initio.

Section 5.3. Other Transactions of Partners.

A. It is acknowledged that the Partners may in the future, fi·om time to time, obtain additional opportunities to acquire property for investment, development or otherwise. Each Partner shall be free to acquire such interests in other property as such Partner may in such Partner's sole discretion deem desirable without having to offer interests in such property to the other Partners of this Partnership, and such action on the part of any Partner shall not be deemed a breach of any fiduciary relationship owed by that Partner to the other Partners or Partnership. Participation in Partnership shall not in any way act as a restraint on the other present or future business activities or investments of a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner, whether or not such activities are competitive with the business of Partnership. As a result of this Agreement, no Partner (or Affiliate of any Partner) shall be obligated or bound to offer or present offered to them or Partnership or any of the other Partners any business opportunity presented to or offered to them or Partnership as a prerequisite to the acquisition of or investment in such business opportuuity by such Partner (or any Affiliate of a Partner) or any employee, officer, director, member, manager, or shareholder of such Partner for its account or the account of others. In furtherance thereof, the Partners hereby agree that any business activity in which a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner engages, conducts, or participates outside Partnership shall be conclusively deemed not to be a business activity in competition with, or an opportunity of Partnership. Any such business or activity of a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner may be undertaken with or without prior notice to or participation therein by Partnership or the other Partners. Each Partner and Partnership hereby waive any right or claim such Partner or Partnership may have against a Partner (or any Affiliate of a Partner), or any employee, officer, director, member, manager, or shareholder of a Partner with respect to such business or activity or the income or profits thereof.

B. Partnership may contract with any of Partners or their Affiliates for the purchase of goods and services for the benefit of Partnership at any time provided that the compensation paid to such Person shall be commensurate with rates prevailing for such services at the time such services are performed, and any charges so incurred shall be deemed expenses of Parh1ership. General Partner shall have the authority to enter into any transaction on behalf of Partnership despite the fact that another party to the transaction may be (i) a trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Pa1iner is a personal representative or beneficiary; (iii) a business controlled by one or more Partners or a business of which any Partner is also a director, officer, or employee; (iv) any Affiliate, employee, stockholder, associate, manager, partner, or business associate; (v) any Partner, acting individually; or (vi) any relative of a Pa1iner; provided the terms of the transaction are no less favorable than those Partnership could obtain from umelated third parties.

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ARTICLE VI. MEETINGS OF PARTNERS

Section 6.1. Place of Meetings. All meetings of Partners shall be held at the principal office of Partnership as provided in Section 2.4, above, or at such other place as may be designated by the General Partner or Partners calling the meeting. Partners may participate in such meetings by means of conference telephone or similar connnunications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each Person participating in the meeting to communicate with all other Persons participating in the meeting, and participation in a meeting as provided herein shall constitute waiver of notice of the same and presence in Person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Unless otherwise required by the BOC, the Partners shall not be required to keep regular minutes of their proceedings. To the extent minutes of a meeting of the Partners are prepared, such minutes shall be placed in the records of Partnership.

Section 6.2. Reserved.

Section 6.3. Meetings. Meetings of the Partners may be called by resolution of the General Paliner or Limited Partner, for the purpose of addressing any matter upon which the Paliners may vote under this Agreement. Partners may call a meeting by delivering to the General Partner one or more written requests signed by the requisite number of Partners, stating that the signing Partners wish to call a meeting and indicating the specific purpose for which the meeting is to be held. Action at the meeting shall be limited to those matters specified in the call of the meeting. Except as may otherwise be required by the BOC, minutes of any meeting of the Partners shall not be required to be recorded in writing or such other malmer.

Section 6.4. Notice. A Notification of all meetings, stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting to each Partner entitled to vote.

Section 6.5. Waiver of Notice. Attendance of a Partner at a meeting shall constitute a waiver of Notification of the meeting, except where such Partner attends for the express purpose of objecting to the transaction of allY business on the ground that the meeting is not lawfully called or convened. Notification of a meeting may also be waived in writing. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the Notification of the meeting but not so included, if the objection is expressly made at the meeting.

Section 6.6. Quorum. A Majority in Interest of the Partners shall constitute a quorum at any meeting of the Partners, whether present in person or by proxy, except as otherwise provided by law or the Certificate of Fonnation. Once a quorum is present at the meeting of the Partners, tl1e subsequent withdrawal from the meeting of any Partner prior to adjouTIU11ent or the refusal of any Partner to vote shall not affect the presence of a quo= at the meeting. If, however, such quorum shall not be present at allY meeting of the Partners, the Partners entitled to vote at such

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meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Interests shall be present or represented. At any meeting of the Partners at which a quorum is present, the vote of the holders of a Majority "in Interest of all the Partners entitled to vote and present, in person or by proxy, shall be the act of the Partners, unless otherwise provided by the Certificate of Formation or this Agreement or required by law. Any vote of the Partners entitled to vote may be taken viva voce or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used; however, for any meeting using conference telephone or similar communications equipment, or another suitable electronic conununications system, including videoconferencing technology or the Internet, or any combination thereof, reasonable measures shall be implemented to verify that every Person voting at the meeting by means of remote communications is sufficiently identified and a record of any vote or other action taken shall be kept.

Section 6.7. Voting.

A. Voting and Voting Power. All Partners shall be entitled to vote at meetings. Partners may vote either in person or by proxy at any meeting; however, for any meeting using conference telephone or similar conununications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination thereof, reasonable measures shall be implemented to verify that every Person voting at the meeting by means of remote conununications is sufficiently identified and a record of any vote or other action taken shall be kept. Each Partner's percentage voting power at a meeting shall be in proportion to such Partner's Partnership Interest.

B. Voting. With respect to any matter other than a matter for which the affirmative vote of Partners owning a specified portion of the Interests is required by the BOC or this Agreement, the affirmative vote of the holders of a Majority in Interest of the Partners at a meeting at which a quorum is present shall be the act of the Partners.

C. Change in Voting Percentages. No provision of this Agreement requiring that any action be taken only upon approval of Partners holding a specified Partnership Interest may be modified, amended or repealed unless such modification, amendment or repeal is approved by Partners holding at least such Partnership Interest.

Section 6.8. Conduct of Meetings.

A. Subject to the requirement that meetings comply with the procedures prescribed in Roberts Rules of Order (which shall be followed unless waived by all Partners), General Partner shall have full power and authority concerning tl1e manner of conducting any meeting of the Partners, including, without limitation, the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article VI, the conduct of voting, the validity and effectiveness of any proxies, the rules of conduct governing the meeting, and the detennination of any controversies, votes or challenges arising in connection with or during the meeting or voting. General Partner shall designate a Person to serve as chainnan of any meeting and may further designate a Person to take minutes of any meeting.

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B. Participation in a meeting by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing teclmology or the Internet, or any combination, if the telephone or other equipment or system permits each Person participating in the meeting to communicate with all other Persons participating in the meeting, and participation in a meeting as provided herein shall constitute waiver of notice of the same and shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the gronnd that the meeting is not lawfully called or convened.

Section 6.9. Action by Written Consent. Any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by Partners holding the percentage of Interests required to approve such action under the BOC or this Agreement. Such consent shall have the same force and effect as a vote of the signing Partners at a meeting duly called and held pursuant to this Article VI. No prior notice from the signing Partners to General Partner or other Partners shall be required in connection with the use of a written consent pursuant to this Section 6.9. Notification of any action taken by means of a wtitten consent of less than all of the Partners shall, however, be sent within a reasonable time after the date of the consent by the General Partner to all of the Partners who did not sign the consent.

Section 6.1 0. Proxies. A Partner may vote either in person or by proxy executed in writing by the Partner. A facsimile, telegram, e-mail, telex, cablegram or similar transmission by the Partner, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Partner shall be treated as an execution in writing for purposes of this Section 6.9. Proxies for use at any meeting of Partners or in connection with the taking of any action by written consent shall be filed with the General Partner, before or at the time of the meeting or execution of the written consent, as the case may be. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the General Partner who shall decide all questions touching npon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chainnan of the meeting, in which event such inspector or inspectors shall decide all such questions. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless such instiU111ent shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, Partnership shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the Interests that are the subject of such proxy are to be voted with respect to such lSSUe.

Section 6.11. Infonnation. In addition to the other rights specifically set forth in this Agreement, each Partner is entitled to all information to which that Partner is entitled to have access pursuant to Sections 3.153 and 153.552 of the BOC under the circumstances and subject

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to the conditions therein stated. The Partners agree, however, that the General Partner from time to time may detennine, due to contractual obligations, business concerns, or other considerations, that certain information regarding the business, affairs, properties, and financial condition of Partnership should be kept confidential and not provided to some or all other Partners, and that it is not just or reasonable for those Partners or Assignees or representatives thereof to examine or copy that infonnation.

Section 6.12 Representations and Warranties of General Partner. In addition to those representations and warranties made in other Sections of this Agreement, General Partner hereby represents and warrants to Partnership and to Limited Partner as a condition to enforceability of this Agreement (which condition may be waived in whole or in part by Limited Partner) as follows:

A. Validity of Agreement. The Certificate and the original Agreement of Limited Partnership of Partnership has been duly and validly amended and restated as set forth in this Agreement, which constitutes a valid and binding agreement of General Partner and is enforceable in accordance with its terms. There have been no other amendments or modifications of the original Agreement of Limited Partnership of Partnership or the Certificate, except as set forth in the preamble to this Agreement or in the definition of said tenns.

B. This Agreement Not a Violation. The execution of this Agreement, the assumption of the obligations set forth in this Agreement, and the consummation of the transactions contemplated by this Agreement, including the operation of the Project, does not and will not violate any federal, state, county, municipal or other govenunental statutes, laws or ordinances, or any rules, regulations or orders of any Interested Govermnental Agency, or any provision of law, any order, judgment or decree of any court binding upon Partnership or General Partner or Affiliate thereof, any indenture, agreement, or other instrument to which Partnership or General Partner or any Affiliate thereof is a party or by which Partnership or General Partner or Affiliate thereof or the Project is affected, and is not in conflict with, and will not result in a breach of or constitute a default under, any such indenture, agreement, or other instrument or result in creating or imposing any lien, charge, or encumbrance of any nature whatsoever upon the Project.

C. Limited Partnership Status. General Partner and Partnership have (i) heretofore performed all acts necessary for the Partnership to operate as a limited partnership in the state in which the Project is located and Partnership was formed, if different, including, without limitation, the filing of all Certificates and the payment of all fees, taxes and other sums; (ii) full power and authority to acquire, develop, construct, operate and maintain the Project in accordance with the tenns of this Agreement; and (iii) taken all action under the laws of the state in which the Project is located and Partnership was fonned, if different, and any other applicable jurisdiction that is necessary to protect the lin1ited liability of Limited Partners and to enable the Partnership to engage in its business.

D. Investment Partnership's Interest Unencumbered. Limited Partner has acquired a valid and unencumbered Partnership Interest. As of the date hereof, no Person other than Partnership, holds any Interest in the Project and neither Partnership or General Partner has sold, transferred, assigned or pledged any Partnership Interest to any other Person nor are any of

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them under any obligation or agreement to sell, transfer, assign or pledge any Partnership Interest to any Person.

E. Legal Status of General Partner. General Partner which is an entity has been duly fonned, is validly existing and in good standing under the laws of its state of formation and, if different, the state in which the Project is located, and has all requisite power and authority to be a General Partner and to perfonn its duties and obligations as contemplated by this Agreement and the Project Documents. Neither the execution nor delivery by such entity, or any Affiliate of a General Partner, of this Agreement or any of the Project Documents nor the peiformance of any of the actions of any such entity contemplated hereby or thereby has constituted or will constitute a violation of (i) the certificate of formation or governing documents of any such entity, (ii) any agreement by which any such entity is bound or to which any of its property or assets is subject, or (iii) any law, regulation or court decree.

F. Broker's or Finder's Fees, Etc. Neither Partnership or General Partner, has previously dealt with, and is not under any commitment to, any real estate broker, rental agent, finder, syndicator, intennediary or broker-dealer with respect to the Patinership Interest acquired by Limited Partner or the Project or any portion thereof.

G. General Partner's Financing. Neither General Partner, nor any of its Affiliates, nor any other Person (other than the Construction Lender or the Pennanent Lender) have made any loan to Partnership which is unsatisfied on the date hereof and Partnership has no unsatisfied obligation to General Partner nor any of its Affiliates nor any other Person.

H. Ownership of the Project and Title Insurance. As of the date hereof, good and marketable leasehold title to the Project and fee simple title to the improvements thereon is held by Partnership, subject only to permitted exceptions set forth in the title policy for the Project. Partnership has purchased or shall purchase and paid or shall pay the premium upon, a title policy issued by a title company, a member of the Texas Land Title Association. Any proceeds paid on the title policy not required for preservation of the Project shall be distributed 100% to General Partner. Except for the permitted exceptions set forth in the title policy for the Project, the Project is not subject to (i) liens, including mechanics' liens and mortgages, other than a mortgage for the Exchange Documents, Construction Loan, CDBG Loan or a Permanent Mortgage if there has been a closing for the Exchange Program funds, the Construction Loan, CDBG Loan or Pennanent Loan; (ii) management, construction, or similar contracts; (iii) leases other than apartment leases; (iv) unpaid real estate taxes or other impositions; or (v) an option or contractual right in favor of a third party.

I. Assignment of Project Documents. General Partner has heretofore transferred and assigned to Partnership all its right, title and interest in and furnished to Limited Partner true and correct copies of (i) the Project Documents; (ii) all documents evidencing or securing the Exchange Documents, Construction Loan, CDBG loan and Permanent Loan; (iii) all contracts with developers, architects, contractors, and other Persons with respect to the development of the Project; (iv) Plans and Specifications and all govermnental approvals obtained, including planning, zoning and building pennits and any and all commitments with respect to the Exchange Program, Construction Loan, CDBG loan and Permanent Loan; (v) any

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other work product related to the Project; and (vi) if the Project is ready for occupancy, an engineer's report with respect to the physical condition of the Project.

J. No Pending Litigation or Defaults. To the best of General Partner's knowledge, there is no default under any agreement, contract, lease or other commitment affecting Partnership or General Partner, any Affiliates thereof or the Project; there is no claim, demand, litigation, proceeding or governmental investigation pending or threatened against Partnership, General Partner, any Affiliates thereof or the Project, or related to the business or assets of Partnership or of the Project, which action, claim, demand, litigation, proceeding or governmental investigation could result in any judgment, order, decree, or settlement, except as heretofore disclosed in writing to Limited Partner; General Partner has provided or shall provide Limited Partner with true and correct copies of any papers relevant to any such impending dispute, arbitration or legal action; and no event of Bankruptcy has occurred or is contemplated withrespect to General Partner or an Affiliate thereof or which affects the Project in any way.

K. Insurance. As of the date hereof, the insurance Partnership is required to carry pursuant to the Project Documents is in full force and effect and no notice of default thereunder has been received from an insurance carrier. Any proceeds paid on the insurance policy(s) not required for preservation of the Project or by the mortgages outstanding shall be distributed 100% to General Partner.

L. Completion of Construction. The construction/rehabilitation of the Project has begun or shall begin promptly after the date of this Agreement and shall be completed in a timely and workmanlike manner in accordance with (i) all applicable requirements of the Exchange Program, Construction Loan, CDBG Loan and the Pennanent Loan, (ii) all applicable requirements of any Interested Govenunental Agency, and (iii) the Plans and Specifications. If a change order with respect to the Plans and Specifications pursuant to which any material change shall be made to tl1e Plans and Specifications, the Consent of the Limited Partner to such change order shall be required, provided, however that no such Consent shall be required to approve any change order which would result in an increase or decrease of (i) any line item in excess of $25,000 or (ii) an overall development cost in excess of $100,000.

M. Liens on Partnership Property. All (i) the fixtures, maintenance supplies, tools, equipment, personal property, furnishings, appliances, occupancy permits and trade names now appurtenant to, used or to be used in the operation of the Project are owned by the Partnership and, together with (ii) the rents, revenues and profits earned fi·om the operation of the Project, are free and clear of all security interests, liens and encumbrances, except for the Exchange Program, Construction Loan, CDBG Loan and Pennanent Loan.

N. Qualification under Code Section 42 and Exchange Program. The Project will be a qualified low-income housing project and each building thereof will be a qualified lowincome building pursuant to Code Section 42 and such Project and buildings thereof will at all times satisfy all other requirements of any federal, state or local law necessary to remain qualified under the Exchange Program. Partnership will obtain from all tenants of the Project appropriate infonnation to verify their incomes and family sizes, and Partnership will comply in all respects with the compliance monitoring plan established by TDHCA for the Exchange

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Program. All units in the Project will be occupied by tenants under leases with terms of not less than 6 months.

0. Funding of Reserves, Taxes and Insurance. All general operating accounts and reserve accounts of Partnership, including but not limited to reserves for replacements, real estate taxes, and hazard, liability and mortgage insurance premiums, if any, which are required to be funded under the Project Documents, have been funded to required levels.

P. Hazardous Material Laws. Neither Partnership nor General Partner have been notified by a federal, state or municipal agency that the Project is in material violation of any Hazardous Material Law and that such material violation is continuing, nor to the best knowledge of General Partner does such material violation exist, nor is General Partner aware of a condition which should, in the exercise of due diligence, cause it to investigate the existence of an enviromnental condition of such nature. As used in this paragraph, "material violation" means any violation of a Hazardous Material Law (i) which jeopardizes or could jeopardize the ability of Partnership to develop, own, or operate the Project as housing eligible under the Exchange Program and (ii) the correction of which would require Partnership to spend funds beyond those likely to be available to the Partnership for such purpose in the ordinary course of events.

Q. Disclosure by General Partner of Material Facts. Insofar as is reasonably ascertainable by General Partner after due inquiry, all information provided to Limited Partner in this Agreement is accurate and complete in all material respects and General Partner has not failed to provide the Limited Partner with any information necessary to make the infonnation provided by the General Partner complete and accurate in all material respects, or omitted to provide a material fact concerning the Project, the Pennanent Loan, the Construction Loan, the CDBG Loan or the Exchange Program allocable to it, including, without limitation, any conflict of interest between General Partner and Limited Partner or other party contracting or dealing with Partnership; and Limited Partner is entitled to rely on the completeness and accuracy of all such infonnation furnished for any and all purposes.

R. Re-Affirmation of Representations and Warranties. All representations and warranties in this Agreement made by General Partner, if requested by Limited Partner, shall be affinned in any separate writing deemed necessary by it to carry out the purposes of this Agreement.

S. Partnership Taxation and Limited Liability. No event has occurred that has caused, and General Partner will not act in any manner that will cause (i) Partnership to be treated for federal income tax purposes as an "association" taxable as a corporation, rather than as a partnership, or (ii) Limited Partner to be liable for the Partnership's obligations in excess of its Capital Contributions.

T. No Agency of Affiliation. General Partner is not related in any maffiler to tl1e Limited Partner, nor is General Partner acting as an agent of Limited Partner.

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U. No Abusive Tax Shelter. General Partner has not received notice from the IRS that it has considered General Partner to be involved in any abusive tax shelter and is not aware of any facts, which if known to the IRS, would cause such notice to be issued.

V. Bankruptcy. No event of Bankruptcy or withdrawal has occurred with respect to General Partner.

W. Prior Activities. Neither General Partner nor any Affiliate thereof has ever been indicted for any criminal activity, including criminal fraud or for any similar crime, or had a complaint filed against it alleging violation of any anti-fraud provision of state or federal securities law or alleging violation of any registration or reporting provision of state or federal securities law, nor has any such person or entity ever (a) had a judgment rendered against it as a defendant (or admitted to liability) in any action based upon civil fraud or misrepresentation, or (b) been debarred or otherwise declared ineligible to participate in any federal program.

X. Limited Partnership Status. General Partner and Partnership (i) shall take all acts necessary for Partnership to operate as a limited partnership in the state of its formation and the state in which the Project is located, if different, including, without limitation, the filing of all Certificates and the payment of all fees, taxes and other sums; (ii) will continue to do all things necessary to maintain its status as a limited partnership in good standing and shall continue to have full power and authority to acquire, develop, construct, operate and maintain the Project, in accordance with the terms of this Agreement; and (iii) shall continue to take all action under the laws of any applicable jurisdiction that is necessary to protect the limited liability of the Limited Partner and to enable the Partnership to engage in its business.

Y. Operational Standards. The Project shall be managed in all respects in accordance with all applicable provisions of the rules and regulations of any Interested Govemmental Agency including, without limitation, rules applicable to the Exchange Program.

Z. Access to Property and Financial Information. Upon written request by Limited Partner, General Partner or the property manager of the Project, upon reasonable notice and during regular business hours, will (i) allow a representative of a Limited Partner or such limited partner to visually inspect the Project, (ii) answer any questions such representative or limited partner may have conceming the Project; (iii) provide such limited partner with annual financial statements with regard to the Project's operations, including all financial statements and/or annual repotts previously filed with any Interested Govemmental Agency; and (iv) permit any Limited Partner or their representative or agent to review and make copies of tenant leases, vendor contracts, vendor payment records and such other management agent records with respect to the Project which the Limited Partner shall designate.

AA. General Partner Services. Subject to the tenns of this Agreement, General Partner shall be exclusively responsible for negotiating and perfonning all services incident to: (i) processing necessary documentation with the TDHCA in connection with the Exchange Program, and (ii) an·anging for appropriate zoning and eqnity and permanent financing with respect to the Project.

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ARTICLE VII. CAPITAL CONTRIBUTIONS AND INTERESTS

Section 7 .1. Capital Contributions. On execution of this Agreement each Partner shall have contributed to the capital of Partnership the amount set forth on Schedule A. Capital Contributions shall be in the form of cash or, if permitted by the General Partner, securities, property, services rendered, a promissory note or other obligation to pay cash or transfer property to Partnership.

Section 7.2. Interests.

A. Partnership Interests. Each Partner shall own the Partnership Interest set forth opposite his name on Schedule A. The Partnership Interest of each Partner may be adjusted from time to time upon adjustment to the Capital Accounts of the Partners.

B. Certificates Representing Interests. The Interests of the Partners may be evidenced by certificates issued by Partnership, which shall be in such form and incorporate such legends, recitals and provisions as the General Partner shall reasonably deem necessary or advisable. The General Partner shall establish reasonable procedures for the delivery and reissuance of certificates in connection with Transfers of Interests, split-ups or combinations of certificates, loss or destruction of certificates and other eventualities. Among other matters, such procedures may set forth required fees, indemnifications, documentation and signatures (including guarantees thereof) to be obtained from parties requesting reissuance of certificates. Such procedures need not be incorporated into this Agreement, but a copy thereof shall be delivered to all Partners.

Section 7.3. Capital Contributions.

A. Additional Contributions. If at any time the General Partner determines that Partnership has insufficient funds to carry out the purposes of Pminership, the Limited Partners may, but shall have no obligation to agree to, make additional contributions to the capital of Partnership on such terms, conditions, and provisions as Consented to by the Limited Partner and may be agreed upon by all of the Partners.

B. Contributions by Other Parties. Any or all of one or more of the Capital Contributions of the Limited Partners may be made by one or more of the other Partners on behalf of such Limited Partner as a gift.

Section 7.4. Reserved.

Section 7.5. Capital Accounts. A capital account shall be established and maintained for each Partner pursuant to Exhibit "A." To simplifY accounting of Pa1inership, any adjustment to the Pminership Interest of the Partners that may be caused by additional capital contributions shall be deemed made as of the end of the calendar quarter in which contributions were made.

Section 7.6. Return of Capital Contributions. Except as otherwise provided herein or in the BOC, no Partner shall have the right to withdraw, or receive a11y return of, his, her or its

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Capital Contribution. Under circumstances involving a return of any Capital Contributions, no Partner shall have the right to receive property other than cash.

Section 7.7. Interest. No interest shall be paid by Partnership on Capital Contributions or on balances in Partners' Capital Accounts.

Section 7.8. Liability of Partners. No Limited Partner shall be liable for the debts, liabilities or obligations of Company beyond its respective Capital Contribution obligations under this Article VII. No General Partner nor any affiliate of any General Partner shall be personally liable for the retum of the Capital Contributions of any Partner, and such return shall be made solely from available property of Partnership, if any, and each Partner hereby waives any and all claims he, she or it may have against any General Partner or any such affiliate in this regard.

Section 7.9. Deficit Capital Accounts. No Partner will be required to pay to Company, to any other Partner, or to any third party any deficit balance which may exist from time to tin1e in the Partner's Capital Account.

Section 7.10. Loans From Partners. Except as provided herein, loans by a Partner to Partnership shall not be considered Capital Conttibutions. If any Partner shall advance funds to Partnership in excess of the amounts required hereunder to be contributed by him, her or it to the capital of Partnership, the making of such advances shall not result in any increase in the amount of the Capital Account of such Partner. The amounts of any such advances shall be a debt of Partnership to such Partner and shall be payable or collectible only out of Partnership assets in accordance with the terms and conditions upon which such advances are made. The repayment ofloans from a Partner to Partnership upon liquidation shall be subject to the order of priority set fmih in Section 10.5 hereof.

Section 7.11. No Third Party Beneficiaries. The provisions of this Agreement regarding Capital Contributions and loans by Partners are solely for the benefit of the Partners and are not enforceable by any creditor of Partnership or any other third parties.

Section 7.12. Ownership of Partnership Property. Partnership Property shall be deemed to be owned by Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership Property or any portion thereof. Title to any or all Partnership Property may be held in the name of Partnership or one or more nominees (provided that any nominee shall execute and deliver to Partnership a recordable confirmation of its nominee status and Partnership's ownership), as General Partner may detennine. All Partnership Property shall be recorded as the property of Partnership on its books and records, irrespective of the name in which legal title to such Partnership Property is held.

ARTICLE VIII. ALLOCATIONS, DISTRIBUTIONS, FISCAL MATTERS

AND BOOKS AND RECORDS

Section 8.1. Distributions. Distributions shall be made among the Partners in accordance with Exhibit "B" attached hereto.

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Section 8.2. Distributions in Respect of Interests Transferred. Distributions of Partnership assets in respect of Interests in Partnership shall be made only to the Persons or entities who, according to Partnership's books and records, are the holders of record of the Interests in Partnership in respect of which such distributions are made on the actual date of distribution.

Section 8.3. Restrictions on Distributions. Distributions to the Partners shall be subject to any restriction imposed by applicable law, and the General Partner may refrain from making any distribution hereunder without liability if it reasonably believes, based upon an opinion of counsel, that the distribution would be in violation of any applicable law.

Section 8.4. Allocations of Income, Gain, Deduction, Loss and Credit. The income, gain, deduction, loss and credit of Partnership shall be allocated to and among the Partners as set forth on Exhibit "A" attached hereto and made a part hereof for all purposes. The end of each fiscal year of Partnership, income, gain, loss, deduction and credit (or items thereof) shall be determined for the accounting period then ending and shall be allocated to the Partners in accordance with Exhibit "A."

Section 8.5. Withholding Tax Pavments and Obligations. If withholding taxes are paid or required to be paid in respect of payments made to or by Partnership, such payments or obligations shall be treated as follows:

A. Payments to Partnership. If Partnership receives proceeds in respect of which a tax has been withheld, Partnership shall be treated as having received cash in an amount equal to the amount of such withheld tax, and, for all purposes of this Agreement, each Partner shall be treated as having received a distribution pursuant to Section 8.1 equal to the portion of the withholding tax allocable to such Partner, as determined by General Partner in its sole and absolute discretion.

B. Payments by Pruinership. Partnership is authorized to withhold from any payment made to, or any distributive share of, a Partner any taxes required by law to be withheld. If, and to the extent, Partnership is required to make any such tax payments with respect to any distribution or distribntive share allocable to a Partner, either (i) such Partner's proportionate share of such distribution shall be reduced by the amount of such tax payments, or (ii) such Partner shall pay to Partnership prior to such distribution or promptly upon notice of the distributive share allocable to tlw Partner an amount of cash equal to such tax payments (which payment of cash shall not be deemed a Capital Contribution). If a portion of a distribution in kind is retained by Partnership pursuant to clause (i) above, such retained secmities may, in the sole and absolute discretion of General Partner, either (a) be distributed to the other Partners, or (b) be sold by Partnership to generate the cash necessary to satisfY such tax payments. If the securities are sold, then for purposes of income tax allocations only under this Agreement, any gain or loss on such sale or exchange shall be allocated to the Partner to whom the tax payments relate to the extent of such tax payments.

C. Overwithholding. Neither Partnership nor General Partner shall be liable for any excess taxes withheld in respect of any Pruiner's Interest, and, in the event of overwithholding and to the extent such overwithholding has been paid over to a govemmental

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authority, a Partner's sole recourse shall be to apply for a refund or credit from the appropriate govermnental authority.

D. Indemnity. If Partnership or any of its subsidiaries, or any of their respective officers, directors, managers, members, shareholders, partners, employees, consultants, agents or advisors becomes liable as a result of a failure to withhold and remit taxes in respect of any Partner, then, in addition to, and without limiting, any indemnities for which such Partner may be liable, such Partner shall, to the fullest extent permitted by law, indemnify and hold harmless Partnership, each of its subsidiaries, or any of their respective officers, directors, managers, members, shareholders, partners, employees, consultants, agents or advisors, as the case may be, in respect of all taxes, including interest and penalties, and any expenses incurred in any examination, determination, resolution and payment of such liability, except with respect to any penalties or expenses which arise as a result of any act or omission with respect to which a court of competent jurisdiction has issued a final, nonappealable judgment that Partnership, any of its subsidiaries, or any of their respective officers, directors, employees, managers, members, shareholders, and, as determined by General Partner in its sole and absolute discretion, consultants, agents or advisors engaged in willful misconduct or fraud. The provisions contained this Section 8.5.D shall survive the tennination of Partnership and the Transfer of any Partner's Interest.

E. Refunds of Withholding Taxes. In the event that Partnership receives a refund of taxes previously withheld by a third party from one or more payments to Partnership, the economic benefit of such refund shall be apportioned an1ong the Partners in a manner reasonably determined by General Partner in its sole and absolute discretion.

Section 8.6. Bank Accounts; Investments. Capital Contributions, revenues and any other Partnership funds shall be deposited by General Partner in a bank account or bank accounts established in the name of Partnership, or shall be used or invested by General Partner in furtherance of the purpose of Partnership. No other funds shall be deposited into Partnership bank accounts or commingled with Partnership investments. Funds deposited in Partnership's bank accounts may be withdrawn only to be used or invested in furtherance of Partnership purpose, to pay Partnership debts or obligations or to be distributed to the Partners pursuant to this Agreement.

Section 8.7. Records Required by BOC; Right of Inspection.

A. Records Required. During the term of Partnership and for a period of six (6) years thereafter, General Partner, at the expense of Partnership, shall maintain in Partnership's principal office in the United States specified in Section 2.4 hereof all books, records and accounts required to be kept pursuant to Partnership and the BOC, including, without limitation, a current list of the names, addresses and Interests held by each of the Partners (including the dates on which each of the Partners became a Partner), copies of federal, state and local information or income or franchise tax returns for each of Partnership's six (6) most recent tax years, copies of this Agreement and the Certificate, including all amendments or restatements of each, and correct and complete books and records of account of Partnership. All such books, records and accounts shall be kept separate and distinct from all other books and records of any other entity.

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B. Right of Inspection. On not less than two (2) Business Days' notice a Partner or an Assignee of a Partner's Interest (an "Eligible Person") may examine and copy in person or by the Eligible Person's representative, at the Eligible Person's expense, all books, records and accounts of Partnership. Upon written request by any Eligible Person made to the General Partner at the address of Partnership's principal office in the United States specified in Section 2.4 hereof, Partnership shall provide to the Eligible Person without charge true copies of (i) this Agreement and the Certificate and all amendments or restatements of each, and (ii) any of the tax returns of Partnership described above.

Section 8.8. Books and Records of Account. General Partner, at the expense of Partnership, shall maintain for Partnership adequate books and records of account that shall be maintained on the cash method of accounting and on a basis consistent with appropriate provisions of the Code, containing, among other entries, a Capital Account for each Partner.

Section 8.9. Tax Returns and Information. The Partners intend for Partnership to be treated as a pminership for tax purposes. General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns that Partnership is required to file. Within the shorter of (a) such period as may be required by applicable law or regulation, or (b) seventy-five (75) days after the end of each calendar year, the General Pminer shall send or deliver to each Person who was a Partner at m1y time during such year such tax information as shall be reasonably necessary for the preparation by such Person of his federal income tax return and state income and other tax returns.

Section 8.1 0. Delivery of Financial Statements to Partners. As to each Fiscal Year of Partnership, General Partner shall send to each Partner a copy of (a) a balance sheet of Partnership as of the end of the Fiscal Year, (b) an income statement of Partnership for such year, and (c) a statement showing the revenues distributed by Partnership to Partners in respect of such Fiscal Year. Such financial statements shall be delivered by no later than ninety (90) days following the end of the Fiscal Year to which the statements apply. Unless a Partner requests in writing prior to the end of the Fiscal Year to which the financial statements apply that the financial statements shall be audited (in which case Section 8.11 below shall apply), such statements need not be audited.

Section 8.1 I. Audits at Request of Partner. Any Partner shall have the right to have an audit conducted of Partnership accounts to which audit may be requested with respect to the annual financial statements under Section 8.10 above. The cost of the audit shall be borne by the Partner or Partners requesting that the audit be performed by Partnership if approved by the General Partner or the Limited Partner. The audit shall be perfonned by an accounting firm acceptable to the General Partner and the Partner requesting the audit. Not more than one (1) audit shall be required by any or all of the Partners for any Fiscal Yem·.

Section 8.12. Tax Elections. Pminership shall make the following elections on the appropriate tax returns:

(a) to adopt as Partnership's Fiscal Year;

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(b) to adopt the cash method of accounting and to keep Partnership's books and records on the income-tax method;

(c) if a distribution of Partnership property as described in Section 734 of the Code occurs or if a transfer of Interest as described in Section 743 of the Code occurs, on written request of any Partner, to elect, pursuant to Section 754 of the Code, to adjust the basis of Partnership properties;

(d) to elect to amortize the organizational expenses of Partnership ratably over a period of sixty (60) months as permitted by Section 709(b) of the Code; and

(e) any other election the General Partner may deem appropriate and in the best interests of the Partners.

Neither Partnership nor any Partner may make an election for Partnership to be excluded from the application of the provisions of subchapter K of chapter I of subtitle A of the Code or any similar provisions of applicable state law.

Section 8.13. "Tax Matters Partner". The General Partner, or such other Person designated by the General Partner, shall be the "tax matters partner" of Partnership pursuant to Section 623l(a)(7) of the Code. Any Person who is designated "tax matters patiner" shall take such action as may be necessary to cause each Partner to become a "notice partner" within the meaning of Section 6231(a)(8) of the Code. Any Person who is designated "tax matters partner" shall inform each Partner of all significant matters tl1at may come to its attention in its capacity as "tax matters partner" by giving notice thereof on or before tl1e fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each Partner copies of all significant written communications it may receive in. that capacity. The "tax matters partner" may not take atly action contemplated by Sections 6222 through 6232 of the Code without the consent of the all of the Patiners, but this sentence does not authorize the "tax matters partner" to take any action left to the detennination of an individual Partner under Section 6222 through 6232 of the Code or any similar state or local provision.

Section 8.14. Inconsistent Treatment of Partnership Items.

A. If any Partner intends to file a notice of inconsistent treahnent under section 6222(b) of the Code, then such Partner shall give reasonable notice under the circumstances to the other Partners of such intent and the matmer in which the Partner's intended h·eatment of an item is (or may be) inconsistent with the h·eatment of that item by the other Partners.

B. No Partner shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Partnership taxable year without first notifying the other Parh1ers. If the other Partners agree with the requested adjustment, then the Tax Matters Partner shall file the request for administrative adjustment on behalf of the Partner. If unanimous consent is not obtained within thirty (30) calendar days fi"om such notice, or within the period required to timely file the request for administrative adjushnent, if shorter, any Partner, including the Tax Matters Partner, may file a request for administrative adjushnent on its own behalf.

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C. Any Partner intending to file a petition under sections 6226, 6228, or other section of the Code with respect to any item or other matter involving Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner is the Partner intending to file such petition on behalf of Partnership, such notice shall be given within a reasonable period of time to allow the other Partners to participate in the choosing of the forum in which such petition will be filed. If the Partners do not agree on the appropriate forum, then the appropriate forum shall be decided by vote of a Majority in Interest of the Interests. If such a majority cannot agree, then the Tax Matters Partner shall choose the forum. If any Partner intends to seek review of any court decision rendered as a result of a proceeding instituted under the preceding provisions of this Section 8.14.C, then such Partner shall notify the other Partners of such intended action.

D. The provisions of this Section 8.14 shall survive the termination of Partnership or the termination of any Partner's interest in Partnership and shall remain binding on the Partners for a period of time necessary to resolve with the IRS or the United States Treasury Department the income taxation ofPminership.

ARTICLE IX. RIGHTS, POWERS AND OBLIGATIONS OF PARTNERS

Section 9.1. Authority; Liability to Third Parties. No Partner (other than General Partner) has the authority or power to act for or on behalf of Partnership, to do any act that would be binding on Partnership, or to incur any expenditure on behalf of Partnership. No Limited Partner shall be liable for the debts, obligations or liabilities of Partnership, including under a judgment decree or order of a court.

Section 9.2. Right of First Refusal. Subject to Sections 9.8 and 9.13 of this Agreement, no Partner, without the written approval of General Partner, may make a Transfer of all or a portion of the Partner's Interest nor withdraw from Partnership without first complying with the following provisions:

A. Such Partner ("Selling Partner") shall give notice (the "Notice") to Partnership, through delivery to General Partner, and to the other Partners which shall: (i) state such Selling Partner's intention to sell, assign, or transfer all or a portion of such Partner's Interest; (ii) the name of the party to whom such Partner's Interest is to be sold; (iii) state the percentage of such Partner's Interest to be sold, assigned or transferred (the "Offered Interest"); (iv) state the price m1d the terms of the bona fide written offer he has received for the pnrchase of the Offered Interest; (v) state the nm:ne and address of the third party making such offer; (vi) give to General Pminer an executed copy of such offer and evidence that such third party is a bona fide prospective purchaser; and (vii) offer to sell the Offered Interest, fn·st to Partnership, and then to the other Partners, for the price and on tenns not less favorable than those set forth in the Notice at any time within thiJiy (30) days after the Notice to Partnership (the "Option Period'').

B. At any time during the Option Period, Partnership shall have the right and option to purchase all, but not less than all, of the Offered Interest for the price and on terms not less favorable than those set forth in the Notice (the "Option") by giving notice to Selling Partner of such exercise. A meeting of the Partners shall be called within twenty (20) days from the

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commencement of the Option Period to determine whether Partnership will exercise the Option. Partnership may not exercise the Option, except and unless all of the Partners, excluding the Interests owned by the Selling Partner agree to exercise the Option. If Partnership elects not to exercise the Option, then the other Partners shall have the right to exercise the Option on the same terms and conditions contained in the offer to purchase the Offered Interest. If more than one Partner elects to exercise the Option, such Partners shall each be entitled to purchase their pro rata portion of the Offered Interest based upon such Partner's respective Partnership Interest in Partnership. If any Partner elects not to exercise the Option, the other Partners may purchase a pro rata portion of such Partner's pro rata portion of the Offered Interest. Upon the exercise of the Option in the manner and within the time above provided, Partnership or the other Patiners, as applicable, thereby shall become obligated to buy and Selling Partner shall become obligated to sell the Offered Interest for the price and on tenus not less favorable than those set forth in the Notice. Within thirty (30) days after the temlination of the Option Period: (i) Partnership or the other Partners, as applicable, and Selling Partner shall close such purchase and sale; (ii) Partnership or the other Partners, as applicable, shall pay to Selling Partner consideration equal to the price and upon terms not less favorable than those set fmih in the Notice; and (iii) Selling Partner shall assign to Partnership or the other Partners, as applicable, the Offered Interest free and clear of all liens, claims and encumbrances and shall execute all documents that may be necessary to effectuate such transfer. Payment and delivery shall take place at Partnership's principal place of business.

C. If the Option is not exercised by Partnership or the other Partners, as applicable, within the Option Period, Selling Partner may sell the Offered Interest only: (i) upon compliance with the procedure set forth in Section 9.3 hereof; (ii) to the third party named in the Notice and only for the price and on the terms set forth in the Notice; and (iii) within sixty (60) days from the expiration of the Option Period. In the event the sale is not consummated within such 60-day period, no sale shall be made without again complying with the provisions of this Section.

Section 9.3. Transfers of Interests. If the Option is not exercised by Partnership or the other Partners, as applicable, within the Option Pe1iod pursuant to Section 9.2 hereof, then such transfer may be made only upon compliance with the following procedure:

A. Selling Patiner or the transferee must file with Partnership a written and dated instrument of such Trat1sfer, in fonn and substance reasonably satisfactory to General Partner, executed by both the Selling Partner and the transferee, which instrument shall: (i) contain the acceptance by the transferee of all of the tenns and provisions of this Agreement, to the extent applicable to an assignee of an Interest; (ii) contain such representations as General Partner may deem necessary or advisable to assure that such Transfer need not be registered under any applicable federal or state securities laws; (iii) instruct General Partner as to the Interest transferred and to whom and at what address Partnership distributions and Notifications in respect of such Interest should henceforth be sent; and (iv) contain any information required under the Code that is requested by General Partner.

B. Unless expressly waived by General Partner, Selling Partner or transferee shall deliver to Partnership an opinion of counsel acceptable to General Partner that (i) such Transfer is exempt from the registration requirements of the Securities Act of 1933, as amended,

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applicable state securities laws, and any rules or regulations promulgated thereunder, and will not otherwise cause Partnership to be in violation of such laws and regulations, (ii) the Transfer will not result in the termination of Partnership within the meaning of section 708(b) of the Code, and (iii) the Transfer will not adversely affect the status of Partnership as a partnership under the Code.

C. No Transfer of an Interest shall relieve the assigning or transferring Partner from any personal liability for outstanding indebtedness, liabilities, liens and obligations relating to Partnership or Partnership's assets which may exist and for which such Partner has any liability on the date of such Transfer.

D. The terms of the sale to the third party transferee must be in accordance with the terms of the Notice, as provided, in Section 9.2.A hereof. If any modifications, revisions and/or amendments to the terms are made by Selling Partner and the transferee, Selling Partner shall provide to Partnership and the other Partners a copy of the Notice setting forth the new tenns (the "Amended Notice") to Partnership and the other Partners and Partnership and the other Partners shall receive a new Option and Option Period to purchase Selling Partner's Interest in accordance with the Amended Notice.

Section 9.4. Effect of Transfer of Interest. A Transfer of an Interest pursuant to Section 9.2 or Section 9.8 does not entitle the transferee to become, or to exercise rights or powers of, a Partner. Such Transfer only entitles the transferee to receive cash distributions and allocations of Partnership profits and losses to the extent of the Interest transferred. Until the transferee is admitted as a Pminer pursuant to Section 9.5 below, the transferor Pminer shall continue to be a Partner and to be entitled to exercise any rights or powers of a Partner with respect to the Interest transferred.

Section 9.5. Admission of Transferee as Partner. No transferee of a Partner's Interest shall become a partner until such transferee, along with their spouse, if m1y, desiring to be admitted as a Partner have satisfied the requirements set forth in this Agreement relating to a Transfer of Interest including, without limitation, executing a counterpart of, or an agreement adopting, this· Agreement. In addition, the transferee must execute and deliver a personal guarantee or guarantees in the form and substance of any other outstanding guaranty agreement(s) which were executed by Selling Partner. Thereupon the transferee shall be deemed admitted as a Partner and shall have, to the extent of the Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Partner under this Agreement and the BOC. The transferee shall also be liable, to the extent of the Interest transferred, for the unfulfilled obligations, if any, of the transferor Partner to make Capital Contributions. Whether or not the transferee of an Interest becomes a Partner, the transferor Partner is not released from any liability to Pa1inership under this Agreement or the BOC.

Section 9.6. Removal of General Partner.

A. General Partner may be removed upon the Consent of Limited Partner in tl1e event that such General Partner commits a "material breach" (defined in Section 9.6.C below) of this Agreement m1d the Limited Partners shall admit a substitute General Partner in accordance with Section 5.2 herein.

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B. In the event General Partner is removed for a material breach of this Agreement, the removed General Partner shall become a Limited Partner of Partnership and shall be subject to all obligations and restrictions of a Limited Partner hereunder. The removed General Partner shall continue to participate in General Partner's allocable share of income, gain, losses, deductions, credits and distributions provided in Atiicle VIII. The removed General Partner shall not have any management responsibility and shall no longer take part in the management of Partnership, shall have no authority to act, sign for, or bind Partnership, and all management and other agreements entered into by Partnership with General Partner, at the option of the successor General Partner, shall be null and void, thereby relieving Partnership of any obligation to make further payments with respect to any of such agreements. The removed General Partner shall remain liable for all liabilities of Partnership accruing before such removal. Except as expressly provided herein, the removed General Partner shall not be liable for any debts or obligations of Partnership incurred after conversion of its interest to a Limited Partner Interest pursuant to this Section 9.6.B. For purposes hereof, General Partner hereby irrevocably constitutes and appoints any successor General Partner as its true and lawful attorney-in-fact, coupled with an interest, to (y) sell, assign and transfer its interest in Partnership upon a removal pursuant to this Section 9.6 and/or (z) amend this Agreement to reflect the effectuation of the remedies provided in Section 9.6.B hereof.

C. For purposes of this Section 9.6, the term "material breach" shall mean the violation or breach as a result of bad faith or gross negligence of any material term hereof or material fiduciary obligation owed by General Partner to Partnership or the Limited Partners or an Event of Default.

D. TDHCA Replacement Rights. So long as Pminership has any outstanding obligations to TDHCA under the Exchange Program, TDHCA shall have the right to replace the General Partner and/or the property manager engaged for Partnership's housing property in the event of a default under any documents pertaining to the award of funds from the Exchange Program to Partnership (after notice and opportunity to cure in accordance with such documents) or if the Project becomes in Material Non-Compliance, as such term is defined in Chapter 60 of Title 10 of the Texas Administrative Code.

Section 9.7. Other Business. Partnership may transact business with any Partner or affiliate thereof, provided the tenus of those transactions are no less favorable than Partnership would obtain from unrelated third parties.

Section 9.8. Transfers Upon the Occurrence of Certain Events. Subject to Section 9.13 of this Agreement, upon any Event of Purchase (as defined in Section 9.9 hereof), Partnership shall have, and is hereby granted, the first right and option (the "Purchase Option"), exercisable at any time within a period of thirty (30) days after the date of the Event of Purchase, to purchase from the Partner to whom the Event of Purchase has occurred, such Partner's executor, or other successor or person who receives all or part of such Partner's Interest ("Seller"), (a) for an Event of Purchase described in Section 9.9A, C or D of this Agreement, all or part of such Pminer's Interest held by Seller, or (b) for Event of Purchase described in Section 9.9.B of this Agreement, all or part of such Partner's Interest held by Seller as a result of the former spouse of such Partner succeeding to all or part of such Partner's Interest upon termination by divorce of Seller's marital relationship with such Partner. A meeting of the Partners shall be called within

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twenty (20) days from the date of the Event of Purchase to determine whether Partnership will exercise the Purchase Option. Partnership may not exercise the Purchase Option, except and unless all of the Partners, excluding the Interest owned by Seller, agree to exercise the Purchase Option. If Partnership elects not to exercise the Purchase Option, then the other Partners shall have the right to exercise the Purchase Option on the same terms and conditions provided to Partnership. If more than one (1) Partner elects to exercise the Purchase Option, such Partners shall each be entitled to purchase their pro rata portion of the Partner's Interest subject to the Event of Purchase. If any Partner elects not to exercise the Purchase Option, the other Partners may purchase a pro rata portion of such Partner's pro rata portion of the Partner's Interest subject to the Event of Purchase. Partnership, or the other Partners, as applicable, may exercise the option by giving written notice of its intent to do so to Seller. If Partnership, or the other Partners, as applicable, exercises the right and option granted by this Section 9.8 to purchase all or part of such Partner's Interest held by Seller, then Seller shall sell, and Partnership shall purchase, all of such Partner's Interest held by Seller and to be purchased, at the Purchase Price as detennined pursuant to Section 9.10 hereof and according to the terms of Section 9.11 hereof. If Partnership, or the other Partners, as applicable, fail to exercise the right and option granted by this Section 9.8 to purchase all or patt of such Partner's Interest held by Seller, then upon the expiration or termination of Partnership's option to purchase all or part of such Partner's Interest held by Seller, Seller shall be entitled to: (i) retain all of such Partner's Interest not so purchased; or (ii) cause such Partner's Interest, be transferred, subject to the terms of Sections 9.4 and 9.5 hereof.

Section 9.9. Events of Purchase. As used herein, the term "Event o(Purchase" shall mean any ofthe following:

A. Bankruptcy of a Partner, which shall be deemed to have occurred when a Pattner: (i) makes a general assigrrment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (iv) files an answer or other pleading admitting, or fails to contest the material allegations of a petition filed against the Pattner seeking reorganization, an-angement, composition, readjustment, liquidation, winding up or similar relief under atly law; or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Partner or all or substantially all of the Partner's properties;

B. If the matital relationship of a Partner is terminated by divorce and the Partner does not succeed to his spouse's cOimnunity interest in such Partner's Interest;

C. Disability of a Partner; or

D. Death of a Pattner, which shall be deemed to have occun-ed upon the earlier of: (i) the thirty-first (31 '') day after the date of death; or (ii) the date upon which an executor is appointed for the deceased Partner's estate.

Section 9.10. Determination of Purchase Price. The "Purchase Price" of a Partner's Interest shall be its Fair Market Value (as defined hereafter). The "Fair Market Value" of a Partner's Interest shall equal: (a) the Agreed Value (as defined hereafter), or the Appraised Value (as defined hereafter) if there is no Agreed Value, multiplied by (b) such Partner's Interest to be

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purchased, expressed as a percentage. At any time the Partners may agree in writing upon the value of Partnership (the "Agreed Value"). If the Partners have so agreed to an Agreed Value within the twelve (12) months prior to any Event of Purchase, then the Agreed Value shall be the value of Partnership to be used in determining the Fair Market Value of a Partner's Interest in Partnership. If Partners have not agreed to an Agreed Value within the twelve (12) months prior to an Event of Purchase, then an appraised value for Partnership shall be detennined (the "Appraised Value"). The Appraised Value means the fair market value of Partnership, on an ongoing concern basis, determined as hereinafter described. Partnership and Seller may agree as to what the Appraised Value is in writing within thirty (30) days after an Event of Purchase. If Partnership and Seller do not agree as to the Appraised Value within such time period, then one or more reputable, independent appraisers with at least five ( 5) years experience in such matters shall determine the value of Partnership for purposes of determining the Appraised Value. It is the desire of the Partners that such appraiser(s) be selected promptly. Pmtnersh:ip and Seller may agree to select a mutually satisfactory appraiser. If such selection is not made within forty-five ( 45) days from the date of the Event of Purchase, Seller and Partnership shall each have the right to select a reputable, independent appraiser with at least five ( 5) years experience in such matters and shall give written notice to the other of the appraiser so selected. The first of Partnership or Seller to receive such a notice of selection with respect to a particular appraiser (the "First Notice") shall have five (5) Business Days after receipt thereof, but in no event more than sixty (60) days after the date of the Event of Purchase, to give the other written notice of its or his/her selection of a reputable, independent appraiser with at least five (5) years experience in such matters (the "Second Notice"). If either Seller or Partnership properly gives the First Notice and the other does not properly give the Second Notice within the requisite time, or Partnership and Seller select a single appraiser, the one appraiser so selected shall be the sole appraiser in making the determination required hereunder, which written determination shall be delivered to Partnership and Seller within thirty (30) days after (y) the delivery of the First Notice, or (z) the selection by Partnership and Seller of a single appraiser. If the Second Notice is properly given within the requisite time, the appraisers so selected shall promptly make the detennination required hereunder and deliver a written sunnnary of such determination to Partnership and Seller within thirty (30) days after the delivery of the First Notice. If such two (2) appraisers reach the same determination, their determination shall be final and binding. If such two (2) appraisers reach detenninations that are different, but the lower determination is no less than ninety percent (90%) of the higher determination, an average of the two (2) shall be the final and binding determination. In all other events, the two (2) appraisers shall select a third appraiser who shall promptly make the detennination required hereunder [based on an independent review of the facts and consideration of the determinations the other two (2) appraisers made] and deliver a written sunnnary of such determination to Partnership and Seller within sixty (60) days after the delivery of the First Notice, and such detem1ination shall be final and binding. Partnership agrees to make its books and records available to the appraiser(s) selected in accordance with this procedure to the extent such books and records are necessary or desirable in detennining the Appraised Value. If only one appraiser is hired hereunder, Partnership m1d Seller shall each pay fifty percent (50%) of such appraiser's fees and costs. In all other cases, Partnership and Seller shall each pay the fees and costs of their respective appraisers and shall each pay fifty percent (50%) of the fees and costs of the third appraiser, if one is so selected.

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Section 9.11. Pavrnent for Purchased Interest. Upon any purchase of all or part of a Partner's Interest pursuant to Section 9.8 hereof, the Purchase Price of such Partner's Interest by Partnership, or the other Partners, as applicable, shall be paid as follows:

(a) By cash or cashier's check on the closing date, in the amount of thirty percent (3 0%) of the Purchase Price;

(b) By delivery on the closing date of a promissory note in the amount of seventy percent (70%) of the Purchase Price, such note to be payable in sixty (60) equal monthly installments, begillliing on the last day of the first full calendar month following the closing date, and to bear interest at the rate of the lesser of the Prime Rate per annum or the maximum amount of interest pennitted by law. The "Prime Rate" shall mean the rate of interest published in the Money Rates Table of the Wall Street Journal as the Prime Rate;

(c) In any case in which a portion of the Purchase Price is to be paid by delivery of a promissory note, the maker may at its option pay the entire Purchase Price by cash or cashier's check on the closing date;

(d) In any case in which a portion of the Purchase Price is to be paid by delivery of a promissory note, such note shall permit pre-payment, in whole or in part, shall provide for acceleration of the outstanding principal balance in the event of failure to pay any installment within fifteen (15) days after the maker's receipt of written notice of the delinquency of such installment, shall require the maker to pay costs and expenses of forced collection, including reasonable attorneys' fees, and shall be secured by Partnership Interests being purchased therewith. In this regard the maker of such promissory note shall execute a security agreement in favor of the selling party and his assigns, in a form reasonably acceptable to counsel for such party, documenting the treatment of such transferred Partnership Interests as security and collateral for the unpaid balance of such promissory note; and

(e) The closing of the purchase and sale of Partnership Interest by a Purchaser shall be held at a date, which shall be a Business Day, designated by the purchaser which shall be not more than thirty (30) days following the date the Purchase Price is detennined, or at such other date as Seller and the purchaser of Seller's Interest shall agree in writing, in Partnership's principal office, or at such other place that may be agreed to by Seller and the purchaser of Seller's Interest, provided, however, if so applicable, such closing shall be delayed as long as is reasonably necessary to allow the representative of any person's estate (the "Estate Representative") whose Partnership Interest is to be sold to properly qualifY as such in order that such Estate Representative has all necessary authority to convey Pminership Interest. At the closing, the parties shall take all action necessary to convey Partnership Interest to be transferred in accordance with this Agreement, free and clear of all liens and encumbrances.

Section 9 .12. Insurm1ce.

A. In order to fund the Purchase Price of Partnership mterest pursuant to Section 9.8 hereof, Partnership and/or Pminers may obtain life and/or disability insurance policies on the lives of some or all of the Partners. Partnership and/or Partners may pay the premiums on said policies and keep such policies in full force and effect at his, her or its

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discretion. Partnership shall be the owner and beneficiary of any such policies purchased by Partnership and all of the Pmtners hereby consent to the use of the assets of Partnership for such purposes. Each of the Partners hereby agrees to cooperate fully by performing all the requirements of the insurer( s) that are necessary conditions precedent to the issuance of any insurance policy purchased by Partnership. The proceeds from such insurance shall be applied to the Purchase Price of Partnership Interest purchased by the owner of the policy pursuant to the provisions of this Agreement.

B. In the event any of the Partners, or any transferee pursuant to a transfer permitted under this Agreement, ceases to own any Partnership Interest which is subject to being redeemed upon the Partner's death, such Partner shall be entitled to purchase and acquire m1y insurance policy or policies maintained by Partnership on his life for the cash surrender value thereof. Upon payment of the appropriate sums due hereunder, Partnership shall assign such policy or policies to such Partner.

Section 9.13. TDHCA Option Required Prior to Sale. Prior to any sale of all or substantially all of Partnership Property, TDHCA is allowed to purchase for $100 a 10% interest in Partnership, pursuant to an option agreement executed by Partnership and TDHCA in co!ll1ection with the award of the Exchange funds under the Exchange Progrmn. Any transaction or action to sell all or substantially all of the Partnership Property without offering TDHCA the right to purchase the interest in Partnership in accordance with the option agreement shall be void ab initio.

Section 9.14. Agreement Regarding Community Property. The spouse of each Partner who is a natural person hereby agrees that all of the interests in Partnership presently owned or hereafter acquired by such Partner are, if such interests in Partnership are cmmnunity property, community property subject to the sole management, control and disposition of the Partner, and the Partner and the spouse of the Partner agree that all interests in Partnership now owned or hereafter acquired are subject to the sole management, control and disposition of such Partner. All interests in Partnership owned by the sponse of each Partner shall for all purposes of this Agreement be included in, deemed part of and be bound by the same tenns hereof as the interests in Partnership of which the Partner is the owner; and in any action taken, offer made or offer exercised hereunder with reference to the interests in Partnership of any Partner, the tenns of this Agreement shall be applicable to any right or interest in such interests in Partnership owned by the spouse of such Partner. The spouse of each Partner, or any person who becomes a spouse of a Partner hereafter, shall agree in writing to be bound by this Agreement. If joinder of a spouse of a Partner should be required by law in colll1ection with any document required to be executed by a Partner hereunder with respect to such Partner's sole management community prope1ty, upon request, such spouse shall execute any instruments necessary to effectuate the purposes of such required document.

Section 9.15. Encumbrances of Interests. Except as expressly provided in this Agreement to the contrary, without the prior written consent of all of the Partners (which consent may be given or withheld in the sole discretion of each Partner), no Partner may voluntarily or involuntarily create or suffer to exist any charge, lien, pledge, mortgage or other encumbrance (collectively, an "Encumbrance") against, all or any part of his record or beneficial Interest in Partnership. If a Partner causes or pennits an Encumbrance to exist against his Interest in

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Partnership, then such Partner's Interest shall constitute an Event of Purchase, subject to the immediate and continuing option to purchase such Interest by Partnership or the remaining Partners, as applicable, pursuant to the terms and provisions of this Article IX.

Section 9.16. Confidentiality ofinfornmtion. Each Partner shall be entitled to receive all infonnation concerning Partnership and its business under the circumstances and subject to the conditions stated in this Agreement and the BOC. The Partners agree, however, that due to contractual obligations, business concerns, or other considerations, that certain infonnation regarding the business, affairs, Partnership Property, and financial condition of Partnership shall be kept confidential and not provided to anyone other than other Partners, except as set out herein below. In addition, the Partners acknowledge that they may receive infmmationregarding Partnership in the nature of trade secrets or that otherwise is confidential, the release of which may be damaging to Partnership or Persons with which it does business. Each Partner shall hold in strict confidence any infonnation it receives regarding Partnership that is identified as being confidential (and if that infmmation is provided in writing, that is so marked) and may not disclose it to any Person other than another Partner, except for disclosures compelled by law, or disclosures made to advisers or representatives of the Partner (if they have agreed to be bound by the provisions of tllis section). Partners agree that the provisions of this section may be enforced by specific perfonnance.

ARTICLE X. WINDING UP

Section 1 0.1. Events Causing Winding Up. Partnership shall be wound up upon the first of the following events to occur:

A. the written consent of the Majority in Interest of the Pminers at any time to wind up the affairs of Partnership;

B. the death, Bankruptcy or winding up of General Partner, the Transfer of all of General Pminer's Interest and the tennination of its rights and powers as a General Partner pursuant to Section 9.6 hereof, or the occurrence of any other event that tetminates the continued membership of General Partner in Partnership, unless (i) there is at least one remaining General Partner and the business of Partnership is continued by the consent of all remaining General Partners, or (ii) within ninety (90) days of the occurrence of such event, the Majority in Interest of the remaimng Partners or the Limited Partner agree in writing to continue the business of Pminership and, to the extent that they so desire or there is no remaining General Partner, one or more new General Partners are appointed in accordm1ce with Section 6.6.C hereof, effective as of the date of occurrence of such event, of; or

C. the entry of a judicial order to wind up Pminership

D. the occurrence of any other event that causes the winding up of a lirillted partnership under the BOC.

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Section 1 0.2. Winding Up.

A. Upon winding up of Partnership, the business and affairs of Partnership shall terminate, and the assets of Partnership shall be liquidated under this Article X.

B. The winding up of Partnership shall be effective as of the day on which the event occurs giving rise to the winding up, but Partnership shall not terminate until there has been a winding up of Partnership's business and affairs, and the assets of Partnership have been distributed as provided in Section 1 0.5.

C. Upon the winding up of Partnership, the General Partner may cause any part or all of the assets of Partnership to be sold in such manner as General Partner shall determine in an effort to obtain the best prices for such assets; provided, however, that General Partner may distribute assets of Partnership in kind to the Partners to the extent practicable.

D. The death, insanity, retirement, resignation, tennination, withdrawal, bankruptcy, legal incapacity or termination of any Limited Partner shall not terminate Partnership if there is at least one (1) remaining Limited Partner. If there is not one (1) remaining Limited Partner, then the successors in interest to the Limited Parh1er's Interest (the Assignees) shall automatically be admitted as Limited Partners and Partnership shall not be wound up and tenninated.

Section 10.3. Liquidation. If Partnership is wound up pursuant to Section 10.1, Partnership's affairs shall be wound up and liquidated as soon as reasonably practicable in the manner set forth below:

A. Annointment of Liquidator. The winding up of Partnership's affairs shall be supervised by a Liquidator. The Liquidator shall be the General Partner or, if the Partners prefer, a liquidator or liquidating cOJmnittee selected by a Majority in Interest of the Partners.

B. Powers of Liquidator. In winding up the affairs of Partnership, the Liquidator shall have full right and unlimited discretion, for and on behalf of Partnership:

1. to prosecute and defend civil, criminal or administrative suits;

2. to collect Partnership assets, including obligations owed to Partnership;

3. to settle and close Partnership's business;

4. to, subject to Section 9.13, dispose of and convey all Parh1ership Property for cash, and in connection therewith to detennine the time, manner and tenus of any sale or sales of Partnership Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

5. to pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Partnership Property;

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6. to discharge Partnership's known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of the termination of Partnership, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations ofPminership;

7. to distribute any remaining proceeds from the sale of Partnership Property to the Partners;

8. to prepare, execute, acknowledge a11d file any ce1iificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and tennination of Partnership; and

9. to exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon General Partner under the tenns of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perfom1 its duties and functions. The Liquidator (if not General Pminer) shall not be liable as a partner to the Partners and shall, while acting in such capacity on behalf of Partnership, be entitled to the indemnification rights set forth in the BOC and in Article IV hereof.

Section 1 0.4. Compensation of Liquidator. The Liquidator appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and Majority in Interest of the Partners.

Section 10.5. Distribution of Partnership Property and Proceeds of Sale Thereof. Upon completion of all desired sales of Partnership Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Partnership Property that is to be distributed in kind, to the following groups in the following order of priority:

1. to the extent permitted by law, to satisfy Partnership liabilities to creditors, including Partners who are creditors (other than for past due Partnership distributions) in the order of priority as provided by law, whether by payment or establishment of reserves, and for expenses of winding up;

2. to satisfY Partnership obligations to Partners to pay past due Partnership distributions; and

3. to pay or provide for all amounts owing by Partnership to the Partners, on a pro rata basis, for capital and for profits, as follows:

(i) The Partners' Capital Accounts shall be adjusted as if the assets of Partnership were sold for an mnount as detennined by the Liquidator and the gain or loss therefrom shall be allocated to the Partners according to Schedule A.

(ii) Each Partner shall be paid an an1ount equal to the amount of each Partner's Capital Account. Distributions may be made in cash or in kind.

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(iii) Any remaining assets shall be distributed to the Partners in cash or in kind pro rata according to their respective Interests;

provided, however, that in the event that any Partner owes to Palinership any account payable or debt of any kind at the time of distribution, then to the extent that the Paliner would be entitled to payment from Partnership for capital and profits and for other than capital and profits, such account payable or debt shall be distributed in kind to such Paliner as payment in the full amount of such account payable or debt and applied against the alllounts owed by Partnership to such Partner for capital and profits and for other than capital and profits.

Section 1 0.6. Distributions in Kind. If any assets of Partnership are distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions as the Paliners would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Paliners. In the event that distributions in kind are made to the Partners upon the winding up and liquidation of Partnership, the Capital Account balances of such Partners shall be adjusted to reflect the Partners' allocable share of gain or loss which would have resulted if the distributed property had been sold at its fair market value.

Section 10.7. Certificate of Tennination. When all liabilities and obligations of Partnership have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of Partnership have been distributed to the Partners according to their respective rights and interests, the Certificate of Tennination shall be executed on behalf of Partnership by the General Paliner or an authorized Partner and shall be filed with tl1e Secretary of State of Texas, and the General Partner and Limited Partners shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the winding up and termination ofPalinership.

Section 1 0.8. Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Paliners a statement which shall set forth the assets and the liabilities of Palinership as of the date of complete liquidation and each Partner's pro rata portion of distributions pursuant to Section 10.5.

Section 10.9. Deficit Capital Accounts. Notwithstanding anything to tl1e contrary contained in this Agreement, and notwithstanding allY custom or rule of law to the contrary, upon the winding up ofPalinership or a Partner's Interest, no Paliner will have any obligation to pay Palinership, any Partner or third paliy any deficit balance that may exist at any time in that Partner's Capital Account, and such deficit shall not be all asset of Partnership alld such Partner shall not be obligated to contribute such alllOunt to Palinership to bring the balance of such Partner's Capital Account to zero.

ARTICLE XI. MISCELLANEOUS PROVISIONS

Section ll.l. Notice. Any notices, claims or demands which any party is required or may desire to give to another under or in conjunction with this Agreement shall be in writing, and shall be given by addressing the same to such other party(ies) at the address set forth on

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Schedule A of this Agreement, and by: (a) depositing the same so addressed, postage prepaid, first class, certified or registered, in the United States mail (herein referred to as "Mailing"); (b) overnight delivery by a nationally recognized overnight courier service (e.g. UPS, Federal Express); (c) delivering the same personally to such other party(ies); or (d) transmitting by facsimile and Mailing the original. Any notice shall be deemed to have been given three (3) U.S. Post Office delivery days following the date of Mailing; one day after timely delivery to an overnight courier; if by personal delivery, upon such delivery; or if by facsimile, the day of transmission if made within customary business hours, or if not transmitted within customary business hours, the following Business Day.

Section 11.2. Entire Agreement. This Agreement contains the entire agreement among· the Partners relating to the subject matter hereof and all prior agreements relative hereto which are not contained herein are tetminated.

Section 11.3. Law Governing. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Texas. In particular, this Agreement is intended to comply with the requirements of the BOC. In the event of a direct conflict between the provisions of this Agreement and the mandatmy provisions of the BOC, the BOC will control.

Section 11.4. Conference Telephone Meetings. Meetings of the Partners may be held by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing teclmology or the Internet, or any combination, if the telephone or other equipment or system permits each Person participating in the meeting to communicate with all other Persons participating in the meeting. Participation in a meeting by means of remote communications shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.5. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partuers and their respective heirs, legal representatives, successors and assigns, subject to compliance with the tenns and provisions of this Agreement relating to the transferability oflnterest in Partnership.

Section 11.6. Severability. This Agreement is intended to be perfonned in accordance with, and only to the extent permitted by, all applicable laws, ordinances, mles and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceabi1ity does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 11.7. Amendment. Except as expressly provided herein, this Agreement and/or the Certificate may be amended by the action of all of the Partners; provided, however, that, (a) except as provided in Section 5.2 and Article VII hereof, no amendment may decrease a

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Partner's Interest without the consent of such Partner, and (b) so long as Partnership has any outstanding obligations to TDHCA under the Exchange Program, no amendment may modify, amend or replace the rights ofTDHCA herein unless such modifications, amendments or repeal is approved by TDHCA.

Section 11.8. Headings. The Article and Section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any Article or Section.

Section 11.9. Construction. Whenever required by the context, as used in this Agreement, the singular number shall include the plural, and vice versa, and the gender of all words used shall include the masculine, feminine and the neuter. Unless expressly stated herein, all references to Aliicles and Sections refer to articles and Sections of this Agreement, and all references to Schedules are to schedules attached hereto, each of which is made a part hereof for all purposes.

Section 11.1 0. Offset. Whenever Partnership is to pay any sum to any Partner, any amounts that Pminer owes Partnership may be deducted from that sum before payment.

Section 11.11. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to Partnership is not a consent or waiver to or of any other breach or default in the perfonnance by that Person of the smne or any other obligations of that Person with respect to Partnership. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to Partnership, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

Section 11.12. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Partner shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perfonn the provisions of this Agreement and those transactions.

Section 11.13. Waiver of Certain Rights. Except as expressly provided herein and in the BOC, each Partner irrevocably waives any right it may have to maintain any action for the winding up of Partnership or for partition of the property of Partnership.

Section 11.14. Counteroarts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute a single document. This Agreement shall be binding upon each Partner upon execution, regardless of whether any other Partner has executed the smne or a different counterpart. A photocopy or telecopy of an executed counterpart of this Agreement shall be sufficient to bind the Partner(s) whose signature( s) appear thereon.

Section 11.15. Limited Liability. The Partners acknowledge and agree that none of the trustees, partners, members, officers, directors, shareholders or employees of any Partner have any personal liability for the obligations of any such Partner under this Agreement.

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Section 11.16. Attorney Fees. In the event a dispute arises between any Partner(s) and Partnership or between the Partners, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs incurred.

Section 11.17. Tax Audit. In the event Partnership is audited by the Internal Revenue Service, the costs and expenses incurred to defend and comply with the audit shall be an expense of Partnership. Any audit of any individual Partner shall not be deemed to be an audit of this Partnership.

Section 11.18. Representations of Partners. Each Pmtner represents and warrants to Partnership and to all other Partners as follows:

(A) Evaluation of Investment. Such Partner (i) has been given access to all documents and other information requested by such Partner and such Partner's representatives in connection with such Partner's acquisition of Interest and the other transactions contemplated by this Agreement; (ii) has been given the opportunity to ask questions and receive answers from Partnership concerning Partnership, all documents referred to in this Agreement and all transactions contemplated by this Agreement, and has had all such questions answered to the satisfaction of such Partner; (iii) has been supplied all additional infonnation requested and deemed necessary by such Pmtner to verify the accuracy of all information provided; (iv) is f=iliar with the financial condition, business, and financial affairs of Partnership and is not relying upon any representations or warranties of Partnership or any of its Partners or their principals in connection with the acquisition of any Interest or any other transactions contemplated by this Agreement; (v) has such knowledge and experience in financial and business matters as to make such Partner capable of evaluating the merits and risks of such Partner's investment in the Interest; and (vi) is able and willing to bear the economic risks and obligations associated with such Partner's investment in the Interest, and recognizes that there is a risk of loss of the entire investment in the Interest, as well as a risk of loss with respect to funds loaned to Partnership by any Partner and indebtedness of Partnership guaranteed by any Partner.

(B) No Registration or Marketability. Such Partner understands that (i) the Interest has not been registered under any federal or state securities laws (in reliance upon certain exemptions provided under such laws and applicable regulations), and such Interest may not be sold or otherwise transferred unless and until it has been so registered, or Partnership has received an opinion of, or satisfactory to, its counsel that no such registration is required; (ii) such Partner has no right to require any such registration or any efforts to make available any exemption from registration; (iii) no public agency has reviewed the accuracy or adequacy of the infonnation furnished to such Partner in connection with such Partner's purchase of Interest; (iv) there will be no public market for the Interest, the Interest will not be readily salable, and it may be impossible for such Partner to sell or otherwise dispose of any of the Interest; (v) the Interest is subject to other restrictions on their Transfer under other provisions of tins Agreement; a11d (vi) such Partner should not acquire the Interest unless such Partner can fully provide for such Partner's current and potential future needs solely from assets other than such Partner's investment in the Interest.

(C) Long-Term Inveshnent. Such Partner is acquiring the Interest for such Partner's own account, for long-term investment purposes only, and not with a view toward

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resale, distribution, division or sharing with others within the meaning of applicable securities laws. Such Partner does not presently have any reason to anticipate any change in such Partner's financial or other circumstances, or any other event, which may necessitate or require such Partner's sale or distribution of all or any part of the Interest.

(D) Accredited Investors. Such Partner is an "accredited investor", as that term is defined in §50l(a) of Regulation D promulgated under the Securities Act of 1933.

(E) Suitability of Investment. Such Partner (i) has been advised by representatives of Partnership to consult with such Partner's tax advisor regarding the potential tax consequences of the transactions contemplated by this Agreement; and (ii) has carefully considered (and, to the extent deemed necessary, has discussed with such Partner's legal, tax, financial and other professional advisors) the suitability of an investment in the Interest for such Partner's particular tax and financial circumstances, and has detennined that the Interest is a suitable investment for such Partner.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Partners have executed this Agreement to be effective as of the date first above written.

GENERAL PARTNER:

TX Las Palmas Gardens Development, LLC, a Texas limited liability company,

By: Urban Progress Corporation, ~aSJ1Smprofit corporation

/its sole mana er I .--... .

. ~y~:~~-~~~~~~~~~ · Va demar Perez, Vice President

LIMITED PARTNER:

D&M Ventures, LLC, a Texas limited · bility company

General Partner TX Las Palmas Gardens Development, LLC, 1215 Castroville Road, San Antonio, Texas 78237

Limited Partner D&M Ventures, LLC 222 E. Houston, Suite 620 San Antonio, Texas 78205

Schedule A

Initial Capital Contribution Partnership Percentages

$!.00 99.00%

$999.00 1.00%

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EXHIBIT "A"

Tax Allocations

ARTICLE I. DEFINITIONS

Section 1.1. Definitions. The following definitions shall be applicable to the following tenns as used in this Exhibit "A" of the Agreement:

(a) "Adjusted Net Income or Loss" of Partnership derived for any Fiscal Year (or portion thereof) shall mean the excess or deficit, as the case may be, of (i) the Gross Income of Partnership for such period (not including the amount of Gross Income (if any) allocated during such Fiscal Year pursuant to Sections 3.1 (a), J_JJQ), and llill hereof for such period), over (ii) the Deductible Expenses of Partnership for such period (not including the amount of Deductible Expenses (if any) allocated pursuant to Sections 3.1(e) and llill hereof for such period) with the following modifications:

1. Any Partnership income that is exempt from federal income tax, and that is not otherwise taken into account in computing Adjusted Net Income or Loss of Partnership pursuant to this Section l.l(a), shall be treated as additional Gross Income and added to the amount otherwise calculated as Adjusted Net Income or Loss under this Section 1.1 (a).

2. Any expenditures ofpartnership that are described in section 705(a)(2)(B) of the Code (relating to expenditures of Partnership that are not deductible for federal income tax purposes in computing taxable income and not properly chargeable to capital), or treated as so described pursuant to section 1.704-1(b)(2)(iv)(i) of the Regulations, and that are not otherwise taken into account in computing Adjusted Net Income or Loss of Partnership pursuant to this Section l.l(a), shall be treated as additional Deductible Expenses and subtracted from the amount otherwise calculated as Adjusted Net Income or Loss under this Section l.l(a).

(b) "Adjusted Property" shall mean any Partnership asset that has a Book Basis different from its adjusted tax basis. Any asset that is contributed to Partnership by a Partner shall be an "Adjusted Property" if its Agreed Value is not equal to Partnership's initial tax basis in such asset. In addition, once the Book Basis of a Partnership asset is adjusted pursuant to Section 2.4 hereof, such asset shall thereafter be an "Adjusted Property."

(c) "Agreed Value" of any asset contributed by a Partner to Partnership shall mean the agreed fair market value thereof ( detennined without regard to section 7701 (g) of the Code) as of the date of such contribution.

(d) "Book Basis" of any asset of Partnership shall be detennined in accordance with the rules of Section 2.4 hereof.

(e) "Book Capital Accounf' shall have the meaning assigned to such term m Section 2.3 hereof.

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(f) "Book Depreciation" in respect of any Partnership asset for any Fiscal Year shall mean the product of (i) the depreciation, cost recovery or other amortization deduction allowable to Pminership for federal income tax purposes in respect of such asset for such Fiscal year, multiplied by (ii) a fraction, the numerator of which is the Book Basis of such asset as of the beginning of such Fiscal Year (or the date of acquisition if the asset is acquired during such Fiscal Year) and the denominator of which is the adjusted tax basis of such asset as of the beginning of such Fiscal Year (or the date of acquisition if the asset is acquired during such Fiscal Year). If the denominator of the fraction described in clause (ii) above is zero, "Book Depreciation" in respect of such asset shall be determined under any reasonable method selected by General Partner.

(g) "Book Gain or Loss" realized by Partnership in respect of any asset of Partnership in connection with the disposition of such asset shall mean the excess (or deficit) of (i) the amount realized by Partnership in connection such disposition (as detennined under section 1001 of the Code) over (ii) the then Book Basis of such asset. If the Book Basis is adjusted pursuant to Section 2.4 hereof, any increase or decrease in Book Basis of the assets as a result of the adjustment shall be treated as Book Gain or Book Loss, as the case may be, and shall be allocated mnong the Partners pursuant to Section 3.1 hereof.

(h) "Capital Account" shall have the meaning assigned such tenn in Section 2.1 hereof.

(i) "Deductible Expenses" of Partnership for any Fiscal Year (or portion thereof) shall mean all items, as calculated for book purposes, which are allowable as deductions to Partnership during such period under federal income tax accounting principles (including Book Depreciation).

G) "Fiscal Year" shall mean the fiscal year of Partnership adopted under the Agreement.

(k) "Gross Income" of Partnership for any Fiscal Year (or portion thereof) shall measure the gross income of Partnership derived from all sources (other than from capital contributions and loans to Partnership and other than Book Gain or Loss from a Capital Transaction) during such period, as calculated for book purposes in accordance with federal income tax accounting principles.

(I) "IRS" shall mean the United States Internal Revenue Service.

(m) "Liquidation" of a Partner's unit or other interest in Partnership shall mean and shall be deemed to occur upon the earlier of (i) the date upon which Partnership is terminated under section 708(b )(1) of the Code; (ii) the date upon which Partnership ceases to be a going concern (even though it may continue in existence for the limited purpose of winding up its affairs, paying its debts and distributing any remaining Partnership assets to the Partners); or (iii) the date upon which there is a liquidation of the Partner's unit or other interest in Partnership (but Partnership is not terminated) under section 1.761-l(d) of the Regulations.

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(n) "Modified 752 Share of Recourse Debt" of any Partner shall mean, as of any date, the amonnt (if any) of economic risk that such Partner is treated, as of such date, as bearing with respect to Recourse Debt under section 1.752-2 of the Regulations (assuming Partnership constructively liquidates on such date within the meaning of section 1.752-2(b) of the Regulations except that, for purposes of such section 1.752-2(b), all of the assets of Partnership shall be deemed thereunder to be transferred in fully taxable exchanges for an aggregate amount of cash consideration equal to their respective Book Bases and such consideration shall be deemed thereunder to be used, in the appropriate order of priority, in full or partial satisfaction of the liabilities of Partnership).

( o) "Nonrecourse Deductions" of Partnership shall have the meaning ascribed to such tenn in section 1.704-2(b)(l) ofthe Regulations.

(p) "Nonrecourse Liability" of Partnership shall have the meaning ascribed to such tenn in section 1. 704-2(b )(3) of the Regulations.

(q) "Nonrecourse Minimum Gain" of Partnership shall mean the amount of "minimum gain" of Parh1ership that is attributable to Nonrecourse Liabilities (as determined nnder section 1.704-2(b)(2) of the Regulations). A Partner's share of such "Nonrecourse Minimum Gain" shall be calculated in accordance with the provisions of section 1.704-2(g) of the Regulations.

(r) "Operations" shall mean all revenue producing activities of Partnership other than activities relating to a Capital Transaction that occur in connection with the winding up of Partnership.

(s) "Partner Minimum Gain" of Partnership shall mean the amonnt of "minimum gain" of Partnership that is attributable to Partner Nonrecourse Debt (as determined nnder section 1.704-2(i)(2) of the Regulations). A Partner's share of such "Partner Minimum Gain" shall be calculated in accordance with the provisions of section 1. 704-2(i)( 5) of the Regulations.

(t) "Partner Nonrecourse Debt'' of Partnership shall have the meaning ascribed to suchterm in section 1.704-2(b)(4) of the Regulations.

(u) "Partner Nonrecourse Deductions" of Partnership shall have the meamng ascribed to such tenn in section 1. 704-2(i)(2) of the Regulations.

(v) "Recourse Debt" of Partnership shall mean any liability (or portion thereof) of Partnership that is neither a Nonrecourse Liability nor a Partner Nonrecourse Debt.

(w) "Regulations" shall mean the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute proposed or final Regulations.

(x) "Related Person" shall mean, as to any Partner, any person who is related to such Partner (within the meaning of section 1.752-4(b) of the Regulations).

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(y) "Revaluation Event" shall mean any of the following occurrences: (i) the contribution of money or other property (other than a de minimis amount) by a new or existing Partner to Partnership as consideration for the issuance of an additional unit or other interest in Partnership and/or increase in any Partner's Interest; (ii) the distribution of money or other property (other than a de minimis amount) by Partnership to a retiring or continuing Partner as consideration for a unit or other interest in Partnership and/or decrease in any Partner's Interest; or (iii) the termination of Partnership for federal income tax purposes under section 708(b )(1 )(B) of the Code.

(z) "Tax Depreciation" for any Fiscal Year shall mean the amount of depreciation, cost recovery or other amortization deductions allowable to Partnership for federal income tax purposes for such Fiscal Year.

(aa) "Tax Item" with respect to any asset shall mean any item of income, gain, loss or deduction (including depreciation, cost recovery or amortization) in respect of such asset, as computed for federal income tax purposes.

(ab) "Taxable Gain or Loss" shall mean gain or loss recognized by Partnership on the sale, exchange or other disposition of any asset of Partnership as computed for federal income tax purposes.

ARTICLE II. CAPITAL ACCOUNTS

AND BOOK CAPITAL ACCOUNTS

Section 2.1. Capital Accounts. A separate "Capital Account'' (herein so called) shall be maintained for each Partner in accordance with the capital accounting rules of section 1. 704-1 (b )(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of units or other interests in Partnership owned by such Partner and regardless of the time or manner in which such units or other interests were acquired by such Partner. Pursuant to the basic rules of section 1.704-1(b)(2)(iv) of the Regulations, the balance of each Partner's Capital Account:

(a) shall be increased by the amount of money contributed by such Partner (or such Partner's predecessor in interest) to Partnership (including but not limited to such Partner's Capital Contributions described in Article VII of the Agreement) and decreased by the amount of money distributed to such Partner (or such Partner's predecessor in interest);

(b) shall be increased by the fair market value (determined without regard to section 7701(g) of the Code) of each property contributed by such Partner (or such Part11er's predecessor in interest) to Parh1ership (net of liabilities secured by such property that Parh1ership is considered to assume or take subject to under section 752 of the Code), and decreased by the fair market value (determined without regard to section 770l(g) of the Code) of each prope1ty distributed to such Partner (or such Partner's predecessor in interest) by Partnership (net of liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

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(c) shall be increased by the amount of Partnership Net Adjusted Income or item of income or gain or Book Gain allocated to such Partner (or such Partner's predecessor in interest) pursuant to Section 3.1 hereof;

(d) shall be decreased by the amount of Partnership Net Adjusted Loss or item of loss or deduction or Book Loss allocated to such Partner (or such Partner's predecessor in interest) pursuant to Section 3 .1 hereof; and

(e) shall be otherwise adjusted in accordance with the other capital account maintenance rules of section 1.704-1(b)(2)(iv) of the Regulations.

The foregoing provisions of this Section 2.1 and the other provisions of this Exhibit "A" relating to the maintenance of Capital Accounts are intended to comply with sections 1. 704-1 (b) and I. 704-2 of the Regulations, and shall be interpreted and applied in a mrumer consistent with such Regulations. The Partners shall also make any appropriate modification if nnanticipated events might otherwise cause this Exhibit "A" and the Agreement not to comply with such Regulations. If any Interest is transferred pursuant to the terms of the Agreement, the transferee shall succeed to the Capital Acconnt of the transferor to the extent the Capital Acconnt is attributable to the transferred Interest; provided, however, that if the transfer causes a termination of Partnership under section 708(b )(I )(B) of the Code, the Capital Acconnts of the Partners shall be adjusted in conformance with Treasury Regulation Section 1. 704-1 (b )(2)(iv)(l).

Section 2.2. Additional Provisions Regarding Capital Acconnts.

(a) If a Parh1er pays any indebtedness of Partnership, such payment shall be treated as a contribution by that Partner to the capital of Partnership and the Capital Account of such Partner shall be increased by the runount so paid by such Parh1er, unless such payment shall be made as a loan as provided in this Section 2.2(c) following.

(b) Except as specifically provided in the Agreement, no Pruiner may contribute capital to, or withdraw capital from, Partnership.

(c) A loan by a Partner to Partnership shall not be considered a contribution of money to the capital of Partnership, and the balance of such Partner's Capital Acconnt shall not be increased by the amonnt so loaned. No repayment of principal or interest on any such loan, or reimbursement made a Partner with respect to advances or other payments made by a such Partner on behalf of Partnership or payments of fees to a Partner or Related Person to such Partner which are made by Partnership shall be considered a return of capital or in any manner affect the balance of such Partner's Capital Account.

(d) No Partner with a deficit balance in its Capital Account shall have any obligation to Partnership or any other Partner to restore said deficit balance except as set forth in the Agreement.

(e) No interest will be paid on any capital contributed to Partnership or the balance in m1y Partner's Capital Account.

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(f) In the event General Partner shall detem1ine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by Partnership, General Partner, or the Limited Partners), are computed in order to comply with such Regulations, General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article X hereof upon the winding up of Partnership. General Partner also shall (i) make any adjushnents that are necessary or appropriate to maintain equality between the Capital Accounts of the Pruiners and the runount of Partnership capital reflected on Partnership's balance sheet in accordance with Section 1.704-l(b)(2)(iv) of the Regulations, and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-l(b) of the Regulations.

Section 2.3. 704/Book Capital Accounts. A "Book Capital Account" (herein so called) shall be detennined and maintained for each Partner throughout the term of the Agreement. The balmce of a Partner's Book Capital Account shall be equal to such Partner's Capital Account balmce (as determined after giving effect to all adjushnent attributable to allocations of Partnership income, gain, loss, deduction and credits a11d contributions md distributions of money md property effected prior to such determination), modified as follows:

(a) decreased by the runount (if any) of cash that reasonably is expected to be distributed to such Partner, but only to the extent that the runount thereof exceeds any offsetting increase in such Partner's Book Capital Account that reasonably is expected to occur during (or prior to) the Fiscal Year during which such distribution reasonably is expected to be made (as detennined under section 1.704-l(b)(2)(ii)(d) of the Regulations);

(b) decreased by the runount (if any) ofloss and deduction that reasonably is expected to be allocated to such Partner pursuant to section 704(e)(2) or 706(d) of the Code or section 1.704-l(b)(2)(ii) of the Regulations (as detennined under section 1.704-l(b)(2)(ii)(d) of the Regulations);

(c) increased by the amount (if any) of such Partner's share of the Nonrecourse Minimum Gain of Partnership;

(d) increased by the runount (if my) of such Partner's share of the Partner Minimum Gain ofPminership.

Section 2.4. Adjushnent of Book Basis. Book Basis with respect to any asset of Partnership is the asset's adjusted tax basis for federal income tax purposes, except as follows:

(a) The initial Book Basis of any asset contributed to Partnership by a Partner shall be the fair market value of the assets as of the date of contribution as agreed upon by the contributing Partner atld Partnership.

(b) The Book Basis of each asset shall be its respective fair market value as reasonably detennined by General Partner, as of a Revaluation Event.

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(c) The Book Basis of each asset distributed to any Partner will be the fair market value of the asset as reasonably determined by General Partner as of the date of determination.

(d) TI1e Book Basis of each asset will be increased or decreased to reflect any adjustment to the adjusted tax basis of the asset under section 734(b) or 743(b) of the Code, but only to the extent that the adjustment is taken into account in determining Capital Account balances under section 1. 704-1 (b )(2)(iv)(m) of the Regulations, provided that the Book Basis will not be adjusted hereunder to the extent that an adjustment under Section 2.4(b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this Section 2.4(d).

Book Basis will be adjusted by Book Depreciation, and Book Gain or Book Loss on a disposition of any asset shall be determined by reference to such asset's Book Basis as adjusted herein.

ARTICLE III. ALLOCATIONS OF PROFIT AND LOSS

Section 3.1. Allocation of Items of Profit and Loss. Subject to the provisions of Article IV hereof, Partnership's Gross Income, items of loss or deduction and Adjusted Net Income or Loss and Book Gain or Loss for each Fiscal Year shall be allocated to the Partners as follows and in the following order of priority (after giving effect to all Capital Account adjustments attributable to contributions and distributions of money and property made during such Fiscal Year pursuant to Sections 1.1 and .lA of Exhibit "B," but prior to distributions of money and property made pursuant to Section 10.5 of the Agreement):

(a) First: Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Minimum Gain of Partnership for such Fiscal Year (or if there was a net decrease in Nonrecourse Minimum Gain for a prior Fiscal Year and Partnership did not have sufficient amounts of income during prior Fiscal Years to allocate to the Partners under this Section 3.l(al), then Gross Income shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such Fiscal Year, to each Partner in an amount equal to such Partner's share of the net decrease in such minimum gain (as determined under section 1.704-2(g) of the Regulations).

(b) Second: Pursuant to section 1.704-2(i)(4) of the Regulations (relating to . minimum gain chargebacks if there is a net decrease in Partner Minimum Gain of Partnership for such Fiscal Year (or if there was a net decrease in Partner Minimum Gain for a prior Fiscal Year and Partnership did not have sufficient amounts of income during prior Fiscal Years to allocate to the Partners under this Section 3.l(bl), then Gross Income shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such Fiscal Year, to each Partner with a share of such minimum gain as of the first day of such Fiscal Year in an amount equal to such Partner's share of the net decrease in such Partner Minimum Gain (as required by section 1.704-2(i)(4) of the Regulations).

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(c) Third:

(i) A Partner who unexpectedly receives any adjustment, allocation or distribution described in section 1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Regulations will be especially allocated items of income or gain (after the allocations required by Section 3.l(a) and Section 3.l(b) hereof but before any other allocations required by this Section 3.1) in an an1ount and in the manner sufficient to eliminate such deficit balance in such Partner's Book Capital Account (for this purpose, a Partner's Book Account shall be increased by the amount (if any) such Partner is treated as being obligated to contribute subsequently to the capital of Partnership (as determined under section 1.704-l(b)(2)(ii)(c) of the Regulations) and, without duplication of any amount previously described in this sentence shall be increased by the amount (if any) of such Patiner's Modified 752 Share of Recourse Debt) as quickly as possible; provided, however, that an allocation shall be made pursuant to this Section 3.l(c) only if and to the extent that such Partner would have a deficit balance in such Partner's Book Capital Account after all allocations in this Section3.1 have been tentatively made as if this Section 3.l(c)(i) were not in this Exhibit. This Section 3.l(c)(i) is intended to satisfy the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(ii) Except as required by Section 3.l(a), Section 3.l(b) and Section 3.l(c)(i) hereof, each Partner who has a deficit Book Capital Account balance (as adjusted as provided above in Section 3.l(c)(i) hereof at the end of the taxable year will be specially allocated items of income or, gain in the amount of the excess as quickly as possible; provided, however, that an allocation shall be made pursuant to this Section 3.1 (c)(ii) only if and to the extent that such Partner would have a deficit balance in such Patiner's Book Capital Account after all allocations in this Section 3.1 have been tentatively made as if this Section3.l(c)(ii) were not in this Exhibit and this Section 3.l(c)(ii) shall be applied before Section 3.l(c)(i) hereof.

(d) Fourth: All Partner Nonrecourse Deductions attributable to a Partner Nonrecourse Debt shall be allocated to the Partner that is treated (under sections 1.704-2 and 1.752-2 of the Regulations) as bearing the economic risk ofloss for such debt.

(e) Fifth: All Nonrecourse Deductions of Partnership shall be allocated to the Partners, pro rata in accordance with their respective Interests.

(f) Sixth: Any Adjusted Net Income realized by Partnership for such year shall be allocated among the Partners as follows and in the following order of priority:

(i) First: Adjusted Net Income shall be allocated to General Patiners until the aggregate Adjusted Net Income allocated under tllis Section 3.l(f)(i) for the current and prior years equals the aggregate amount of Adjusted Net Loss allocated to General Partners under Section3.l(g)(iv) hereof for the current and prior years; and then

(ii) Second: Adjusted Net Income shall be allocated to the Partners in the same proportion that cumulative Adjusted Net Loss has been allocated to the Partners under Section 3.1 (g)(iii} hereof for tl1e current and prior years until each Partner has been

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allocated cumulative Adjusted Net Income under this Section 3 .1 (f)(ii) for the current and prior years equal to the cumulative Adjusted Net Loss allocated to the Partner under Section 3 .1 (g)( iii) hereof for the current and prior years; and then

(iii) Third: Adjusted Net Income shall be allocated to the Partners in the same proportion that cumulative Adjusted Net Loss has been allocated to the Partners under Section 3.1(g)(ii) hereof for the cunent and prior years until each Partner has been allocated cumulative Adjusted Net Income under this Section 3.l(f)(iii) for the current and prior years equal to cumulative Adjusted Net Loss allocated to the Partner under Section 3.1 (g)(ii) hereof for the cunent and prior years; and then

(iv) Fourth: All remaining Adjusted Net Income shall be allocated among the . Partners in proportion to their respective Partnership Interests.

(g) Any Adjusted Net Loss realized by Partnership for such year shall be allocated among the Partners as follows and in the following order of priority:

(i) First: Adjusted Net Loss shall be allocated in the least amount necessary and to the extent possible so that the Partners' Excess Balances (as hereinafter defined) are as closely as possible in the ratio of their Interests. A Partner's Excess Balance is defined as the amount, if any, by which the positive balance in its Book Capital Account exceeds the aggregate amount of its positive Contribution Account.

(ii) Second: Adjusted Net Loss shall be allocated among the Partners pro rata in an amount necessary to cause each Partner's positive Book Capital Account balance, if any, to be reduced to the amount of such Partner's Contribution Account.

(iii) Third: Adjusted Net Loss shall be allocated among the Partners pro rata until each Partner's positive Book Capital Account balance is reduced to zero.

(iv) Fourth; All remaining Adjusted Net Loss shall be allocated to General Partner.

(h) Book Gain derived from Interim Capital Transactions shall be allocated among the Partners as follows in the following order of priority (after giving effect to all adjustments attributable to allocations made pursuant to the preceding provisions of this Section 3.1 for such year):

(i) First: Book Gain shall be allocated to the Partners, to the least extent necessary, to cause each Partner's positive Book Capital Account balance to equal the positive balance of such Partner's Contribution Account.

(ii) Second; Book Gain shall be allocated among the Partners in proportion to their respective Partnership Interests.

(i) Book Loss derived from Interim Capital Transactions shall be allocated among the Partners as follows in the following order of priority (after giving effect to all adjustments

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attributable to allocations made pursuant to the preceding provisions of this Section 3.1 for such year):

(i) First: Book Loss shall be allocated among the Partners in the least amount necessary and to the extent possible so that the Partners' Excess Balances are as closely as possible in the ratio of their Partnership Interests. A Partner's Excess Balance is defined as the amount, if any, by which the positive balance in its Book Capital Account exceeds the aggregate amount of its positive Contribution Account.

(ii) Second: Book Loss shall be allocated among the Partners pro rata in the amount necessary to cause each Partner's positive Book Capital Account balance, if any, to be reduced to the amount of such Partner's positive Contribution Account.

(iii) Third: Book Loss shall be allocated among the Partners in proportion to their positive Contribution Accounts until each Partner's positive Book Capital Account balance is reduced to zero.

(iv) Fourth: All remaining Book Loss shall be allocated to General Partner.

(j) Book Gain derived from a Terminating Capital Transaction shall be allocated I 00% to General Partner.

(k) Book Loss derived from a Tenninating Capital Transaction shall be allocated among the Partners as follows in the following order of priority (after giving effect to all adjustments attributable to allocations made pursuant to the preceding provisions of this Section 3.1 for such year):

(i) First: Book Loss shall be allocated among the Partners pro rata in the least amount necessary and to the extent possible so that the Partners' Excess Balances (as hereinafter defined) are as closely as possible in the ratio of their Partnership Interests. A Partner's Excess Balance is defined as the amount, if any, by which the positive balance in its Book Capital Account exceeds the aggregate amount of its positive Contribution Account.

(ii) Second: Book Loss shall be among the Partners pro rata in the amount necessary to cause each Partner's positive Capital Account balance, if any, to be reduced to the amount of such Partner's Contribution Account.

(iii) Third: Book Loss shall be allocated among the Partners in proportion to their positive Contribution Accounts until each Partner's positive Capital Account balance is reduced to zero.

(iv) Fourth: All remaining Book Loss shall be allocated to General Partner.

(1) It is the intent of the Partners that the allocations provided in this Article III will result in their respective positive Capital Account balances being equal to the distributions required pursuant to Section 10.5 of the Agreement. However, if after giving effect to the allocations required in this Article III, the Capital Account balances of the Partners are not equal

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to the distributions required under Section 10.5 of the Agreement and notwithstanding anything herein to the contrary, all distributions required under Section 10.5 of the Agreement shall be made to the Partners pursuant to Section 10.5 of the Agreement, and all Adjusted Net Income, Adjusted Net Loss, Book Gain or Book Loss, or items of income, gain, loss and deduction shall be allocated among the Partners so that to the extent possible the positive Capital Account balance of each Partner will equal the amount of its distribution to be received pursuant to Section 10.5 of the Agreement.

(m) For purposes of determining the nature (as ordinary or capital) of any Partnership profit allocated among the Partners for Federal income tax purposes pursuant to this Section 3.1, the portion of such profit required to be recognized as ordinary income pursuant to sections 1245 and/or 1250 of the Code shall be deemed to be allocated among the Partners in the same proportion that they were allocated and claimed the Book Depreciation deductions, or basis reductions, directly or indirectly giving rise to such treatment under sections 1245 and/or 1250 of the Code.

Section 3.2. Allocation of Tax Items.

(a) Except as otherwise provided in the succeeding provisions of this Section 3.2, each Tax Item shall be allocated to the Partners in the same mam1er as each correlative item of income, gain, loss or deduction, as calculated for book purposes, is allocated pursuant to the provisions of Section 3.1 hereof.

(b) The Partners hereby acknowledge that all Tax Items in respect of Adjusted Property are required to be allocated to the Partners in the same mrumer as under section 704(c) of the Code (as specified in sections 1.704-1(b)(2)(iv)(±), 1.704-1(b)(2)(iv)(g) and 1.704-3 of the Regulations), and that the principles of section 704(c) of the Code require that such Tax Items must be shared among the Partners so as to take account of the variation between the adjusted tax basis and Book Basis of each such Adjusted Property. Thus, notwithstanding anything in Sections 3.1 or 3.2(a) hereof to the contrary, the Partners' distributive shares of Tax Items in respect of each Adjusted Property shall be separately detennined and allocated to the Partners following any permissible method under 1.704-3 of the Regulations reasonably selected by General Partner, and the Capital Account balances of the Partners shall be adjusted solely for allocations of book items in respect of such assets and shall not be adjusted for their distributive shares of any corresponding Tax Items.

ARTICLE IV. SPECIAL RULES

Section 4.1. Allocation of Profit and Loss and Distributions in Respect of Interests Trru1sferred.

(a) If any interest in Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any Fiscal Year, each item of Adjusted Net Income or Loss, and other income and deductions of Partnership for such Fiscal Year shall be divided and allocated between the Partners in question by taking account of their varying interests in Partnership during such Fiscal Year on a daily, monthly, or other basis, as determined

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by General Partner using any pennissible method under section 706 of the Code and the Regulations thereunder.

(b) Distributions of Partnership assets in respect of an interest in Partnership shall be made only to the persons or entities who, according to the books and records of Partnership, are the holders of record of the interests in Partnership in respect of which such distributions are made on the actual date of distribution. Neither Partnership nor any Partner shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not Partnership or any Partner has knowledge or notice of any transfer or purported transfer of ownership of any interest in Partnership.

(c) Notwithstanding any provision above to the contrary, Book Gain or Loss of Partnership realized in connection with a sale or other disposition of any substantial pmi of the assets of Partnership shall be allocated solely to the parties owning interests in Partnership as of the date such sale or other disposition occurs.

Section4.2. Authority of General Pminer to Vary Allocations to Preserve and Protect Partners' Intent.

(a) Notwithstanding any other provisions of this Exhibit "A" to the contrary, in the event that there is a final determination (as hereinafter defined) affecting any material partnership item of income, gain, loss, deduction or credit allocated hereunder, General Pminer, after consultation with the Limited Partners, is authorized m1d directed to allocate any such partnership item in a manner consistent with such final determination. Any such allocation made pursuant to this Section 4.2Ca) shall be deemed to be a complete substitnte for any allocation otherwise provided for in this Exhibit "A" and no mnendment of this Agreement or approval of any Partner shall be required. The term "final determination" shall mean either (i) the date that a decision by a court of law becomes final and non-appealable or (ii) the date that a decision is made by Partnership not to further contest a determination by the Internal Revenue Service. The provisions of this Section 4.2 shall survive the termination of Partnership.

(b) In making any allocation (the "new allocation") under Section 4.2(a) hereof, General Partner is authorized to act only after having been advised by Partnership's accountants that the new allocation is required under Section 4.2(a) hereof and that the new allocation is the minimum modification necessary in order to assure that the allocations are consistent with the final detennination referenced above.

(c) In no event shall the new allocations ever affect the amount of any distributions required under Exhibit "B" of the Agreement and, to the extent necessary, a distribution may be recharacterized to be consistent with the final determination and the new allocation.

(d) New allocations made by General Partner under this Section 4.2 in reliance upon the advice of Pminership's accountants shall be deemed to be made pursuant to the fiduciary obligation of General Pminer to Partnership and the Limited Partners, and no such allocation shall give rise to any claim or cause of action by any Limited Partner against any other Partner, including but not limited to General Partner.

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Section 4.3. Classification. Partnership intends to be classified as a partnership for Federal income tax purposes under section 1.7704-3 of the Regulations. Neither Partnership nor any Partner may make an election under section l.7704-3(c) of the regulations to treat Partnership as an association taxable as a corporation.

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EXHIBIT "B"

Distributions

Section 1.1 Cash Distributions. Commencing no later than the end of Partnership's first calendar quarter, General Partner shall, at least on a calendar quarterly basis, balance Partnership's accounts and distribute the Net Cash Flow for such calendar month to the Partners as set forth below; provided, however, Partnership shall not make any distribution to the Partners if, innnediately after giving effect to the distribution, all liabilities of Partnership, other than liabilities for which the recourse of creditors is limited to specified property of Partnership, exceed the fair value of Partnership Property, except that the fair value of Partnership Property that is subject to a liability for which recourse of creditors is limited shall be included in Partnership assets only to the extent that the fair value of that Partnership Property exceeds that liability. All Net Cash Flow distributable pursuant to the innnediately preceding sentence shall be allocated among the Partners in the following order of priority:

(a) First, to each Partner with a Tax Account balance in proportion to the balance of their respective Tax Account until each Partner's Tax Account balance has been reduced to zero; and then

(b) Second, to fund the Contingency Reserve Account; and then

(c) Third, to each Partner with a Contribution Account balance in proportion to their respective Contribution Account balance until each Partner's Contribution Account has been reduced to zero; and then

(d) Finally, 100% to General Partner.

Section 1.2. Limitation Upon Distributions. No distribution shall be declared and paid unless, after distribution is made, the assets of Partnership are in excess of all liabilities of Partnership, except liabilities to Partners on account of their Capital Contributions.

Section 1.3. Withholding. General Partner may withhold and pay to any applicable tax authority all amounts required by any local, state, federal or foreign law to be withheld by Partnership from distributions to a Partner or from a Partner's distributive share of taxable income or gain of Partnership. Each Partner shall timely provide to the other Partners all infonnation, fonns and certifications necessary or appropriate to enable the Partners and Partnership to comply with any such withholding obligation and represents and warrants that the information, fonns and certifications furnished by it shall be tme and accurate in all respects.

Section 1.4. Interim Capital Transactions. Within a reasonable time following Partnership's receipt of proceeds from an Interim Capital Transaction, the Net Proceeds therefrom shall be distributed and applied by Partnership in the following order of priority:

(a) First, to fund the Contingency Reserve Account; and then

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(b) Second, to each Partner with a Contribution Account balance in proportion to their respective Contribution Accom1t balance until each Partner's Contribution Account has been reduced to zero; and then

(c) Finally, 100% to General Partner.

B-2

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Cindy

Sticky Note

Shows Status

Applicant Credit Limit Documentation and Certification (Competitive HTC Only)

Pursuant to §11.4(a) of the Qualified Allocation Plan, the Department shall not allocate more than $3 million of Competitive Housing Tax Credits from the current Application Round to any Applicant, Developer, Affiliate or Guarantor (unless the Guarantor is also the General Contractor, and is not a Principal of the Applicant, Developer, or Affiliate of the Development Owner) . All Applications must be identified herein to ensure that the Department is advised of all

Applications, Applicants, Affiliates, Developers, General Partners or Guarantors involved to avoid any statutory violation of Texas Government Code,

§2306.6711(b).

Instructions:

Complete Part I of this form. For each person or entity in Part I that answers "Yes" to Part I b., a Part II form must be submitted (i.e. if 4 persons/entities answer

"Yes" to Part I b., then 4 separate Part II forms must be provided) .

Part I. Applicant Credit limit Documentation

a. Applicant, Developers, Affiliates, and Guarantors - List below all entities or Persons meeting b. Person/entity has at

the definition of Applicant, Affiliate, Developer or Guarantor. least one other application in the current Application

Round.

l.jDelta Apartments Housing, LP L!!.£.J L___j 2.jDelta Apartments Development, LLC

3.lsouth Texas Economic Development Corporation, Inc.

4.1 Beatriz Farias

s. IHenry Rodriguez

6. loscar Ramirez

7. 1Jorge Javier Rodriguez

s.IJoanna Acevedo

Individually, or as the General Partner(s) of officer(s) of the Applicant entity, I (we) certify that we are submitting behind this tab one signed Credit Limit Certification form for each person and/or entity that answered "Yes" to Part b. above.

TioJ;;_j~ By: Its:

Signature af Applicant Date

Part II. Credit limit Certification

Instructions:

Each Person and/or Entity that answered "Yes" to Part 1 (b) must complete this form.

Name and role of Person or Entity completing this form (as listed in Part 1): ..;O;..s;..c..;a .. r_R..;a_m..;i..;re.;,z;;... ____________ _.. ________ _

Which is: I!Jthe Applicant (Entity that generally manages or controls the "Applicant," i.e. General Partner, Managing Partner, etc.)

Oa Special Limited Partner or Class 8 Limited Partner or equivalent of the Applicant

Oa Developer for the Applicant for thos specofic Application

Oan Affiliate to the Applicant

Oa Guarantor on the Application

Pursuant to §11.4(a) of the Qualified Allocation Plan, the Department shall not allocate more than $3 million of tax credits from the current Application Round

to any Applicant Developer, Affiliate or Guarantor. The undersigned represents to the Department that the following is a list of all developments for which the

Applicant, the Developer, Affiliate, or Guarantor, has applied for an allocation of tax credit authority from the Department in the current Application Round.

Oevelopment Name: Region: City:

Trosper Apartments 11 Alton

%

Ownership:

0.00%

%of Dev.

Fee:

0.00%

I acknowledge that _s_e.;a;..t~ri_z_F_a_ri_a_s_~-~---~-..,...,......,-:--~~-.-..,....,..----.------- is the person with the authority to withdraw or terminate the Application in the event of a conflict with §11.4(a) of the Qualified Allocation Plan.

I hereby certify that the foregoing is a complete list of Developments with respect to which I am seeking a current allocation of tax credit authority from the

Department. I certify that, if the Department makes a recommendation to the Board or issues a commitment which may cause Applications for which I am the

Applicant, the Developer, Affiliate or Guarantor, to receive credits in excess of $3 million, I will notify the Department in writing within three business days of

the recommendation or issuance of the Commitment.

I acknowledge that if the Department determines that an Applicant, Developer, Affiliate or Guarantor, has received (in the aggregate) allocations in the current

Application Round from the Department exceeding $3 million, the Department must refuse to issue one or more Commitments or Carryover Allocations, or

must terminate one or more Commitments or Carryover Allocations.

Under penalty of perjury, I certify that this information and these statements are true, complete, and accurate:

Oscar Ramirez

Printed Name Date

Pursuant to §10.205 of the Uniform Multifamily Rules complete the information below as applicable.

1.

Prepared by: Date of Report:

Development is funded by USDA and is not required to supply an ESA.

2.

Development has received Environmental Clearance from HUD under 24 CFR Parts 50 or 58.

Environmental Clearance received through TDHCA; or

Development received an Environmental Clearance under 24 CFR Parts 50 or 58 from any other entity.

If applicable, documentation of HUD Environmental Clearance must be included behind this exhibit.

X

Name of Firm:

Contact Person:

Contact Telephone: Email:

3.

X A map of the Primary Market Area is included behind this tab.


4.


5.


6.


Required Third Party Reports

Environmental Site Assessment (ESA) (All Multifamily Applications)

Report recommends further studies or establishes environmental hazards that currently exist on the Property or off-site with thepotential to affect the Property.

If the above box is checked, a statement is provided behind this tab signed by the Development Owner, that certifies theDevelopment Owner will comply with any and all recommendations made by the ESA preparer.

Environmental Clearance (HOME applications)

All Applications for Direct Loans by the Department must complete an environmental clearance process in accordance with 24 CFR Parts 50and 58. A Phase I Environmental Site Assessment (ESA) will not satisfy the environmental clearance required for use of HOME funds.

TBD

Apartment Market Data 22-Feb-13

Zeffert & Associates

Property Condition Assessment (PCA)

A Third Party will aid in the completion of the environmental clearance process. If checked, complete the following:

#REF!

I have reviewed the environmental clearance materials available on the Department’s website and understand that environmental clearance must be received prior to closing and engaging in any choice limiting activities (24 CFR §58.22).

If the proposed site has been environmentally cleared through HUD under 24 CFR Parts 50 or 58, evidence of this clearance must be provided in this tab.

Market Analysis

Appraisal

Site Design and Development Feasibility Report

(http://www.tdhca.state.tx.us/home-division/environmental.htm)

2/19/2013

Scroggins Appraisal Service 2/7/2013

Cobblestone Engineering, Inc.

http://www.tdhca.state.tx.us/program-services/environmental/index.htm

2013 Multifamily Uniform Application – December 28 (XLS)

Documents

Transcript of 2013 Multifamily Uniform Application – December 28 (XLS)