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40R Application Amendment 12.06.07December 6,2007 Northampton Planning Board City Hall Northampton, MA 0 1 060 RE: Village at Hospital Hill II Dear Board Members: Upon receipt of comments fiom the Office of Planning, we are amending our November 16, 2007 application for 40R review with the attached revised narrative and affordability agreements and roof drain infiltration plans. Furthermore, if the developer of the ways and services necessary to serve this project has not provided the guarantees required by the City prior to the date of the scheduled hearing, then the applicant will either request that the hearing be rescheduled or will agree to a condition of approval that restricts construction until such a guarantee has been provided. MF..~ i ' JP-B&y Thomas P. Kegelman The Community Builders, Inc. 322 Main Street Springfield, MA 01 105-2408 Boston Louisville New Haven Philadelphia Pittsburgh Providence Springfield Washington D.C. Patrick E. Clancy Presidenf & Chief Execulive Officer Senior Project Manager § 350-20.7. Housing and housing affordability. A. Marketing plan. Prior to granting Plan Approval for housing within the SG District, an applicant for such approval must submit a narrative document and marketing plan that establishes that the proposed development of housing is appropriate for diverse populations, including individuals, households with children, households including individuals with disabilities, and the elderly. These documents in combination, to be submitted with an application for Plan Approval pursuant to 5 350-20.12, below, shall include details about construction related to the provision, within the development, of units that are accessible to the disabled. Response: The proposed development of housing is appropriate for diverse populations. Village at Hospital Hill II Rental Project ("Village 11") is a part of an overall development program for the 40R district that includes approximately 145 residential units. The overall development's proposed mix includes detached single-family homeownership units with 3 to 4 bedrooms as well as attached homeownership units in a variety of unit sizes. Overall, the number of affordable units is expected to be 50%. Village I1 contains 40 of those units. Their distribution is described below: Populations to be sewed in Village II include: Affordable Units @, < 80% AM1 Unrestricted Market Totals a) Individuals. Nineteen one bedroom units are included in order to sewe the needs of the increasing number of single person households in Northampton, including several clients of DMH, who must be sewed, according to agreements governing the redevelopment of this area. b) Households with children. Nineteen two bedroom units and two 3 bedroom units are included in order to sewe those households with families. 1 1BR 2BR 3BR Totals c) Households including individuals with disabilities. Fourteen of the forty units will be accessible to visitors in wheelchairs with two of those units being fully accessible for residents in wheelchairs. (See attached Architect's Code Review for details of barrier free construction.) 19 0 19 d) The elderly. As noted above, there are a number of one bedroom units and of barrier-free units available to residents. B. Number of Affordable Housing units. Not less than 20% of housing units constructed in a Project shall be Affordable Housing. For purposes of calculating the number of units of Affordable Housing required within the SG District, any fractional unit shall be deemed to constitute a whole unit Response: Total number of affordable units in Village II will be 32 or 80%. 13 6 19 C. Requirements. Affordable Housing shall comply with the following requirements: (I) For an Affordable Rental Unit, the monthly rent payment, including utilities and parking, shall not exceed 30% of the maximum monthly income permissible for an Eligible Household, assuming 1.5 persons per bedroom, unless other affordable program rent limits approved by DHCD shall apply. Response: Rents to be established at the time of occupancy will conform to these requirements. Currently projected rent levels are shown below at 350-20.12 for purposes of illustration. (2) For an Affordable Homeo wnership Unit the monthly housing payment, including mortgage principal 0 2 2 32 8 40 and interest, private mortgage insurance, property taxes, condominium and/or homeowner's association fees, insurance, and parking, shall not exceed 30% of the maximum monthly income permissible for an Eligible Household, assuming 1.5 persons per bedroom, unless other affordable homeownership program limits approved by DHCD shall apply. Response: Not applicable. (3) Affordable Housing required to be offered for rent or sale shall be rented or sold to and occupied only by Eligible Households. Response: Only households earning less than 80% AM1 will be eligible for affordable units. D. Design and construction. Units of Affordable Housing shall be finished housing units. Units ofAffordable Housing in a Project shall be dispersed throughout the development of which they are part and be comparable in initial construction quality and exterior design to other housing units in the development. The total number of bedrooms in the Affordable Housing shall, insofar as practicable, be proportionate to the total number of bedrooms in all units in the development of which the Affordable Housing is part. Response: All units will be finished housing units. All affordable units will be dispersed throughout the development. Some affordable units will "float" such that subsidies may not always remain with the same units, but they will not be segregated. Considering the large proportion of affordable units, it would be nearly impossible to do so. They will be comparable in construction quality and exterior design to other housing units in the development. The total number of bedrooms in the Affordable Housing is generally proportionate to the total number of bedrooms in all units in the development. However, a larger share of 1 BR units and a smaller share of 3BR units are available for the affordable units. This is due to 1) the large demand for 1 BR units, especially among DMH clients and older residents; 2) the funding formulas for affordable housing; and 3) the larger plan for the 40R district which includes also larger affordable homeownership units that will not include smaller unit sizes being offered in this rental project. These proportions were established long before the 40R process was defined and have been incorporated into the funding commitments already obtained. E. Affordable Housing Restriction. Each unit of Affordable Housing shall be subject to an Affordable Housing Restriction, consistent with the universal deed rider used in the Local Initiative Program, 760 CMR 45.00, which is recorded with the appropriate registry of deeds or district registry of the Land Court and which contains the following: Response: Two affordability agreements are offered for your use. One is an amendment to the form of standard LlHTC regulatory agreement that has most of the conditions required by the 40R Bylaw. The amendment adds those not already included. This amendment will require agreement by DHCD. Another agreement is also included. This is a stand-alone agreement that includes all the terms required in the 40R Bylaw. (1) Specification of the term of the affordable housing restriction which shall be no less than 30 years, but which may, as a requirement of Plan Approval, be for a longer period of time customarily allowed by law, unless such an extension would make the development infeasible. Response: Included in the attached agreements. (2) The name and address of an administering agency, with a designation of its power to monitor and enforce the Affordable Housing Restriction. Response: Included in the attached agreements. (3) A description of the Affordable Homeownership Unit, if any, by address and number of bedrooms; and a description of the overall quantity and number of bedrooms and number of bedroom types of Affordable Rental Units in a Project or portion of a Project which are rental. Such restriction shall apply individually to the specifically identified Affordable Homeownership Unit and shall apply to a percentage of rental units of a rental Project without specific unit identification. Response: lncluded in the attached agreements. (4) Reference to a housing marketing and resident selection plan, to which the Affordable Housing is subject, and which includes an affirmative fair housing marketing program, including public notice and a fair resident selection process. The housing marketing and selection plan may provide for local preferences in resident selection to the extent consistent with applicable law for the Affordable Housing Units; the plan shall designate the household size appropriate for a unit with respect to bedroom size and provide that the preference for such unit shall be given to a household of the appropriate size. Response: lncluded in the attached agreements. (5) A requirement that buyers or tenants will be selected at the initial sale or initial rental and upon all subsequent sales and rentals from a list of Eligible Households compiled in accordance with the housing marketing and selection plan. Response: lncluded in the attached agreements. (6) Reference to the formula pursuant to which the maximum rent of a rental unit or the maximum resale price of a homeownership will be set. Response: lncluded in the attached agreements. (7) Designation of the priority of the Affordable Housing Restriction over other mortgages and restrictions. Response: I lncluded in the attached agreements. (8) A requirement that only an Eligible Household may reside in Affordable Housing and that notice of any lease or sublease of any unit of Affordable Housing shall be given to the administering agency. Response: lncluded in the attached agreements. (9) Provision for effective monitoring and enforcement of the terms and provisions of the Affordable Housing Restriction by the administering agency. Response: lncluded in the attached agreements. (10) Provision that the restriction on an Affordable Homeownership Unit shall run in favor of the administering agency and the municipality in a form approved by municipal counsel, and shall limit initial sale and resale to and occupancy by an Eligible Household. Response: Not applicable. (I I) Provision that the restriction on Affordable Rental Units in a rental project or rental portion of a Project shall run with the renfal Project or rental portion of a Project and shall run in favor of the administering agency and the municipality, in a form approved by municipal counsel, and shall limit rental and occupancy to an Eligible Household. Response: lncluded in the attached agreements. (12) Provision that the owner(s) or manager(s) of an Affordable Rental Unit(s) shall file an annual report to the administering agency, in a form specified by that agency, certifying compliance with the affordability provisions of this 5 350-20 and containing such other information as may be reasonably requested in order to ensure affordability. Response: lncluded in the attached agreements. (13) A requirement that residents in Affordable Housing provide such information as the administering agency may reasonably request in order to ensure affordability. Response: lncluded in the attached agreements. F. Administering agency. An administering agency, which may be the Northampton Housing Authority, or other qualified housing entity (the "administering agency")hall be designated by the PAA as the administering agency for all Projects in the SG District. In a case where the administering agency cannot adequately carry out its administrative duties, upon certification of this fact by the PAA or by DHCD, such duties shall devolve to and thereafter be administered by a qualified housing entity designated by the PAA or, in the absence of such timely designation, by an entity designated by the DHCD. In any event, such administering agency shall ensure the following both prior to issuance of a certifcate of occupancy for a Project within the SG District and on a continuing basis thereafier, as the case may be: (7) Prices of Affordable Homeownership Units are properly computed; rental amounts of Affordable Rental Units are properly computed. (2) Income eligibility of households applying for Affordable Housing is properly and reliably determined. (3) The housing marketing and resident selection plan conforms to all requirements and is properly administered. (4) Sales and rentals are made to Eligible Households chosen in accordance with the housing marketing and resident selection plan, with appropriate unit size for each household being properly determined and proper preference being given. (5) Affordable Housing Restrictions meeting the requirements of this section are recorded with the proper registry of deeds. Response: As noted above, several agencies are responsible for monitoring compliance with all the above affordable housing restrictions. F. Affordable Housing Restriction. Each unit of Affordable Housing shall be subject to an Affordable Housing Restriction, consistent with the universal deed rider used in the Local Initiative Program, 760 CMR 45.00, which is recorded with the appropriate registry of deeds or district registry of the Land Court. Response: See attached Tax Credit Regulatory Agreement G. Housing marketing and selection plan. The housing marketing and selection plan shall make provision for payment, by an applicant, of reasonable costs to monitor and enforce compliance with affordability requirements and to develop, advertise and maintain the list of Eligible Households. An applicant may serve as its own administering agency only with the written authorization of DHCD. Response: DHCD and MassHousing requires that the waiting lists be administered by the Management Agent for the Owner. The only exception is the HUD-required, Section 8 PBV wait list administered by HAP. A tenant selection plan including site-based tenant selection will be approved by DHCD prior to occupancy. H. Age restrictions. The SG District shall not include the imposition of restrictions on age upon the entire district, but the development of specific Projects within the district may be exclusively for the elderly, persons with disabilities, or for assisted living, provided that any such Project shall be in compliance with all applicable fair housing laws and not less than 25% of the housing units in such a restricted Project shall be restricted as Affordable Housing. All Projects which include age-restricted residential units shall comply with applicable federal, state and local fair housing laws and regulations. Response: Not applicable. I. Computation. Prior to the granting of any Plan Approval of a Project, the applicant must demonstrate, to the satisfaction of the administering agency, that the method by which such affordable rents or affordable purchase prices are computed shall be consistent with state or federal guidelines for affordability applicable to Northampton. Response: Rents for affordable units are consistent with LlHTC requirements, which limit rents to no more than 30% of the income set by HUD for those earning 60% AMI, including utilities, for households of appropriate size (ie:=1.5 persons per BR) No waiver. Notwithstanding anything to the contrary herein, the Affordability provisions in this § 350-20.7 shall not be waived. Response: As described above the Affordability requirements are exceeded in this project. 5 350-20.12. ~pplication for plan approval. E. Project plans that demonstrate compliance with the design and construction requirements of 9 350-20.70. Response: See plans. D. Evidence that the Project complies with the cost and eligibility requirements of 9 350-20.7C. Response: Currently projected maximum rents for affordable units are shown below: F. A form of Affordable Housing Restriction that satisfies the requirements of 9 350-20.7E. Response: See attached LlHTC Regulatory Agreement. BR Size Maximum Projected Rent for 1 Avg. HH Size Maximum Allowable Rent 80% AM1 for HH Size (HUD-4/07) Monthly AM1 Annual11 2 Monthly Housing Cost Utility Allowance (Heat, Hot Water, Electric- TAX CREDIT REGULATORY AGREEMENT AND DECLARA1-ION OF RESTRICTIVE COVENANTS Term THIS TAX CREDIT REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (this "AGREEMENT) is made and entered into as of , 200 by and between the Commonwealth of Massachusetts, acting by and through the Department of Housing and Community Development ("DHCD"), and , and its successors and assigns (the "Owner"). WITNESSETH: WHEREAS, DHCD, as successor to the former Executive Office of Communities and Development ("EOCD), is authorized by Executive Order 291 signed by the Governor of the Commonwealth of Massachusetts to administer the State Housing Credit Ceiling as defined in Section 42 of the United States Internal Revenue Code of 1986 as amended, (the "Code") in connection with the allocation and administration of low-income housing tax credits (the "Low-Income Tax Credit"); and WHEREAS, DHCD has adopted a 200 Low-Income Housing Tax Credit Allocation Plan (the "Allocation Plan") and certain Low-Income Housing Tax Credit Guidelines (the "Guidelines"), which govern the process and standards for allocation of the Low-Income Tax Credit; and WHEREAS, the Owner is the owner of a residential rental unit housing development located on lands in the Citymown of , County of , Massachusetts more particularly described in Exhibit A hereto, known as or to be known as (the "Project"); and WHEREAS, the Owner has applied to DHCD for an allocation of Low-Income Tax Credits to the Project; and WHEREAS, the Owner has represented to DHCD in Owner's Low-Income Housing Credit Application (the "Application") that a certain percentage of the units in the Project shall be both rent restricted and occupied by individuals or families whose income is a certain percentage or less of the area median gross income as determined in accordance with Section 42 of the Code, and that the Owner will maintain other restrictions on the use and occupancy of the Project, as set forth herein; and WHEREAS, DHCD has determined that, as of the date hereof, the Project would support a Low-Income Tax Credit allocation, as set forth herein, provided that the units in the Project are placed in service in accordance with Section 42 of the Code and any other applicable requirements; and WHEREAS, the Code requires as a condition precedent to the allocation of the Low-Income Tax Credit that the Owner execute, deliver and record in the official land deed records of the county in which the Project is located this Agreement in order to create certain covenants running with the land for the purpose of enforcing the requirements of Section 42 of the Code and other applicable requirements by regulating and restricting the use and occupancy and transfer of the Project as set forth herein; and WHEREAS, the Owner, under this Agreement, intends, declares and covenants that the regulatory and restrictive covenants set forth herein governing the use, occupancy and transfer of the Project shall be and are covenants running with the Project Land (as defined herein in Section 1) for the term stated herein and binding upon all subsequent owners of the Project Land for such term, and are not merely personal covenants of the Owner; NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DHCD and the Owner do hereby agree as follows: SECTION 1 - DEFINITIONS (a) Unless otherwise expressly provided herein or unless the context clearly requires otherwise, the following terms shall have the respective meanings set forth below for all purposes of this Agreement: "A~reement" means this Tax Credit Regulatory Agreement and Declaration of Restrictive Covenants, as it may from time to time be amended. "Applicable Fractionn means the smaller of the "unit fraction" or the "floor space fraction," as these terms are defined in section 42(c)(l) of the Code, which has been determined for the purposes of this Agreement to be %. <"Capital Source(s)," where a Comprehensive Permit has been issued to the Project, means the investing financial entity(ies), as lender(s) to or partner(s) of, the Owner, providing all or substantially all of the capital necessary to construct the Project. The initial Capital Source(s) shall be - .> "Code" means the Internal Revenue Code of 1986 as amended and all regulations applicable thereto. <"Comprehensive Permit" means the permit issued to the Project by the Zoning Board of Appeals of , Massachusetts pursuant to Massachusetts General Laws Chapter 40B, Sections 20 through 23, as said permit may be amended from time to time, which provides for the construction of the Project.> "DHCD" means the Massachusetts Department of Housing and Community Development, its successors and assigns. "Gross Rent" means the total amount received from a Low-Income Tenant as a rental payment, excluding any payment under Section 8 of the United States Housing Act of 1937 or any comparable rental assistance (with respect to such unit or occupants thereof) and including any utility allowance under Section 8 of the aforementioned act. "Income Certification" means a certification as to income executed by a Low-Income Tenant of the Project. <"Limited Dividend Organization" means a corporation, partnership, or other organization, other than a public agency, which by its governing articles df organization or partnership agreement prohibits distribution with respect to any one year of operation of more than 10% on said entity's equity in the Project. Equity in the Project shall be the difference between the amount provided by the Capital Source(s) to the Project and the total cost of the Project, including, where applicable, a Builder's and Sponsor's Risk Allowance (BSPRA) equal to twenty percent (20%) of the total Project cost net of land, BSPRA, and syndication costs.> "Low-Income Tenant" means the occupant(s) of a housing unit in the Project whose income on admission to the Project, as computed in accordance with the rules and regulations governing the Low-Income Tax Credit, does not exceed percent of the area median gross income, adjusted for family size. "Low-Income Tenant Rental Period" means the period beginning on the first day of the ffieen (15) year Compliance period under Section 42 of the Code and extending through the date ending a period of an additional ( _) years after the close of the Compliance period ( 1 years total). If the project consists of more than one building, this shall be determined for each building. "Low-Income Units" means those units in the Project set aside for occupancy by Low-Income Tenants which shall consist of units. "Owner" means , all its successors and assigns. Where reference is made herein to Owner's Low-Income Housing Credit Application (the "Application"), this term shall also mean any previous sponsor connected with the Project. "Proiect" means the multi-family rental housing development known as located in , Massachusetts, developed on the site described in Exhibit A to this Agreement (the "Project Land"). For Owner's title and a legal description of the site, see the deed recorded with the - County Registry of Deeds at Book , Page . "Rent Restricted" means the gross rent to be charged for a Low-Income Unit which does not exceed thirty percent (30%) of the income limitation applicable to such unit, adjusted for unit size (assuming that a unit which does not have a separate bedroom is occupied by one individual and that a unit which has one or more separate bedrooms is occupied by 1.5 individuals for each separate bedroom). "w means the Commonwealth of Massachusetts. (b) Any term not defined in this Agreement shall have the same meaning as terms defined in Section 42 of the Code and the Treasury regulations promulgated thereunder. SECTION 2 - RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND (a) Upon execution, the Owner shall cause this Agreement and all amendments hereto to be recorded and filed in the County Registry of Deeds and shall pay all fees and charges incurred in connection therewith. Upon recording, the Owner shall immediately transmit to DHCD evidence of the recording including the date and instrument number or deed book and page numbers. The Owner agrees that DHCD will not issue the Internal Revenue Service Form 8609 constituting final allocation of the Low-Income Tax Credit unless and until DHCD has received a certified copy of the recorded Agreement. (b) The Owner intends, declares and covenants, on behalf of itself and all future owners and operators of the Project Land during the term of this Agreement, that this Agreement and the covenants and restrictions set forth in this Agreement regulating and restricting the use, occupancy and transfer of the Project Land and the Project (i) shall be and are covenants running with the Project Land, encumbering the Project Land for the term of this Agreement, binding upon the Owner's successors in title and all subsequent owners and operators of the Project Land, (ii) are not merely personal covenants of the Owner, and (iii) shall bind the Owner (and the benefits shall inure to DHCD and any past, present or prospective tenant of the Project) and its respective successors and assigns during the term of this Agreement. The restrictions contained herein are intended to be construed as an affordable housing restriction as that term is defined in Section 31 of Chapter 184 of the Massachusetts General Laws, and which has the benefit of Section 32 of said Chapter 184, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law but rather shall run for the full term hereof. The Owner hereby agrees that any and all requirements of the laws of the Commonwealth of Massachusetts to be satisfied in order for the provisions of this Agreement to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full, and that any requirements of privity of estate are intended to be satisfied, or in the alternate, that an equitable servitude has been created to insure that these restrictions run with the land. For the longer of the period the Low-Income Tax Credit is claimed or the term of this Agreement, each and every contract, deed or other instrument hereafter executed conveying the Project or portion thereof shall expressly provide that such conveyance is subject to this Agreement, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement. (c) The Owner covenants to obtain the consent of any prior recorded lienholder on the Project to this Agreement and such consent shall be a condition precedent to the issuance of Internal Revenue Service Form 8609 constituting final allocation of the Low-Income Tax Credit. SECTION 3 - REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE OWNER The Owner hereby represents, covenants and warrants as follows: (a) The Owner (i) is a and is qualified to transact business under the laws of this State, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted, and (iii) has the full legal right, power and authority to execute and deliver this Agreement. (b) The execution and performance of this Agreement by the Owner (i) will not violate or, as applicable, have not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (ii) will not violate or, as applicable, have not violated any provision of any indenture, agreement, mortgage, mortgage note, or other instrument to which the Owner is a party or by which it or the Project is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance of any nature. (c) The Owner will, at the time of execution and delivery of this Agreement, have good and marketable title to the Premises constituting the Project free and clear of any lien or encumbrance (subject to encumbrances created pursuant to this Agreement, any loan documents relating to the Project the general terms of which are approved by DHCD, or other permitted encumbrances). (d) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Owner, threatened against or affecting it, or any of its properties or rights, which, if adversely determined, would materially impair its right to carry on business substantially as now conducted (and as now contemplated by this Agreement) or would materially adversely affect its financial condition. (e) The Project constitutes or will constitute a qualified low-income building or qualified project, as applicable, as defined in Section 42 of the Code and applicable regulations. (f) Each unit in the Project contains complete facilities for living, sleeping, eating, cooking and sanitation (unless the Project qualifies as a single-room occupancy project or transitional housing for the homeless) which are to be used on other than a transient basis. (g) During the term of this Agreement, all Units subject to the Low-Income Tax Credit shall be leased and rented or made available to members of the general public who qualify as Low-Income Tenants (or otherwise qualify for occupancy of the Low-Income Units as set forth in Section 4(e) hereof) under the applicable election specified in Section 42(g) of the Code and as set forth in Section 4 (a) of this Agreement. (h) The Owner shall insure that all units occupied by Low-Income Tenants shall be of comparable quality to other units in the Project or if not comparable, the excess cost of the other units shall not exceed the percentage set forth in Section 42(d)(3) of the Code and the Owner will file the election provided for therein. The Low-Income Units shall be, to the extent possible, dispersed evenly throughout the Project. (i) During the term of this Agreement, the Owner covenants, agrees and warrants that each Low-Income Unit is and will remain suitable for occupancy and in compliance with all local health, safety and building codes. The Owner shall not discriminate on the basis of race, creed, color, sex, age, disability, marital status, national origin, sexual orientation or any other basis prohibited by law in the lease, use and occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. Without limiting the foregoing, the Owner is expressly prohibited from refusing to lease to a holder of a voucher or certificate of eligibility under Section 8 of the United States Housing Act of 1937 because of the status of the prospective tenant as such a holder. Prior to initial occupancy of any unit in the Project, the Owner shall adopt and implement (i) an affirmative fair marketing plan for all units and (ii) a tenant selection plan for the Low-Income Units, in both cases consistent with any standards and guidelines adopted by DHCD as then in effect and all applicable laws. Both the affirmative fair marketing and tenant selection plans shall be subject to review by DHCD, at DHCD's request from time to time during the term of this Agreement. If the Project is located in a predominantly white neighborhood of Boston, according to a list maintained at DHCD, the affirmative fair marketing plan shall have the percentage goals determined pursuant to section 10(g) below of this Agreement. The Owner shall enter into a lease with each tenant of a Low-Income Unit (other than units which qualify as single-room occupancy units or transitional housing for the homeless) which shall be for a minimum period of one (1) year and which shall provide that no tenant of a Low-Income Unit shall be evicted during the Low-Income Tenant Rental Period for any reason other than a substantial breach of a material provision of such lease. Without limiting the foregoing, the lease shall comply in all respects with appIir;at.de state, local, and federal law and the terms and conditions of this Agreement. During the Low-Income Tenant Rental Period, the annual rental for a unit leased to a Low-Income Tenant (unless such Low-Income Tenant fails to continue to qualify as such pursuant to Section 42 of the Code) including the provision for heat, electricity and hot water shall not exceed that permitted for a Low-Income Unit. Such rental, other than at turnover, shall not be increased more often than once a year and no notice of change in rent to be charged for Low-Income Units shall be given prior to providing the affected tenants with a thirty (30) day opportunity to comment on the increase. The Owner shall provide, on a form and in a manner acceptable to DHCD, an annual notification to each Low-Income Tenant indicating the manner in which the Gross Rents for Low-Income Units are determined. The Owner may not sell, transfer or exchange less than all of the Project during the term of this Agreement. Subject to the requirements of Section 42 of the Code and this Agreement, the Owner may sell, transfer or exchange the entire Project at any time, but the Owner shall (i) notify DHCD in writing of any sale, transfer or exchange of the Project; and (ii) notify in writing and obtain the agreement of any buyer or successor or other person acquiring the Project that such acquisition is subject to the requirements of this Agreement and to the requirements of Section 42 of the Code and applicable regulations. This provision shall not act to waive any other restriction on sale, transfer or exchange of the Project. The Owner agrees that DHCD may void any sale, transfer or exchange of the Project if the buyer or successor or other person fails to assume in writing the requirements of this Agreement and the requirements of Section 42 of the Code. The Owner shall not demolish any part of the Project or substantially subtract from any real or personal property of the Project or permit the use of any residential rental unit for any purpose other than rental housing during the term of this Agreement unless required by law. ' The Owner represents, warrants and agrees that if the Project, or any part thereof, shall be damaged or destroyed or shall be condemned or acquired for public use, the Owner (subject to the approval of the lender(s) which has provided the financing) will use its best efforts to repair and restore the Project to substantially the same condition as existed prior to the event causing such damage or destruction, or to relieve the condemnation, and thereafter to operate the Project in accordance with the terms of this Agreement. (r) The Owner warrants that it has not and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith. (s) The Owner represents, warrants and agrees that the applicable fraction (as defined in section 42(c)(l) of the Code), for each taxable year during the term of this Agreement, will not be less than the applicable fraction specified in Section 1 of this Agreement. (t) During the Low-Income Tenant Rental Period, the Owner shall not evict or terminate the tenancy of an existing tenant of any Low-Income Unit other than for good cause and shall not increase the Gross Rent above the maximum allowed under the Code with respect to such Low-Income Unit. (u) The Owner represents and warrants that it has obtained the consent of all current holders of existing mortgages on the Project to this Agreement in the form attached hereto as Exhibit B. <(v) The Owner represents, warrants and agrees that it is and will be a Limited Dividend Organization for the entire duration of the Low-Income Tenant Rental Period. If the Project has received a Comprehensive Permit, the Owner's articles of organization or partnership agreement shall require the Owner to be a Limited Dividend Organization for the entire duration of the Low-Income Tenant Rental Period. Distributions of return on equity not made in any one year may be deferred and made in subsequent years. Proceeds of any refinancing, or insurance or condemnation proceeds, or from the sale of any of Owner's assets shall be excluded from the determination of the annual distribution. Any funds available in excess of that permitted to be distributed shall be used, as determined by DHCD, to either increase the number of Low-Income Units or to further reduce rents on the Low-Income Units.> (w) The Owner represents, warrants and agrees that if the project has received a Low-Income Tax Credit allocation as a special needs project, the Owner will maintain special needs services throughout the term of this Agreement as represented in the Owner's EOCD or DHCD approved service plan which is incorporated herein. SECTION 4 - OCCUPANCY RESTRICTIONS (a) The Owner represents, warrants and covenants throughout the term of this Agreement and in order to satisfy the requirements of Section 42 of the Code, other applicable requirements and the representations made in the Application that no less than percent of the residential units in the Project shall be both rent-restricted and occupied by individuals or families whose income is percent or less of the area median gross income (Low-Income Tenants). Initially, Low-Income Tenants shall occupy units (Low-Income Units); of which shall be four bedroom units; of which shall be three bedroom units; of which shall be two bedroom units; of which shall be one bedroom units; and of which shall be studio or single room occupancy units. If applicable, as further represented in Owner's Application, no less than % of the Low- Income Units shall be occupied by Low-Income Tenants whose income is 30% or less of the area's median gross income. (b) If applicable, the residential units in the Project are considered exclusive of any unit(s) occupied by a full-time resident manager(s) ( unit(s)). DHCD and the Owner acknowledge that such unit(s) has not been included in determining the Applicable Fraction set forth in Section 1 of this Agreement. (c) As a condition to occupancy, each person who is intended to be a Low-Income Tenant shall be required to sign and deliver to the Owner an Income Certification using a form, acceptable to DHCD, adopted for such use by the Owner which meets the requirements of the Code and the Treasury regulations promulgated thereunder. (d) The determination of whether a tenant meets the Low Income requirement shall be made by the Owner at least annually on the basis of the current income of such Low-Income Tenant. (e) Any Unit occupied by an individual or family who is a Low-Income Tenant at the commencement of occupancy shall continue to be treated as if occupied by a Low-Income Tenant provided that (i) such unit continues to be rent-restricted and (ii) should such Low-Income Tenant's income subsequently exceed 140% of the applicable income limit set forth in Section 4 (a) above, such tenant shall no longer be a Low-Income Tenant if any unit of comparable or smaller size is rented to a tenant who is not a Low-Income Tenant. SECTION 5 - CONVERSION RESTRICTIONS The following conversion restrictions are applicable to the Project: (a) No tenant in the Project shall be evicted due to conversion to condominium or cooperative form of ownership unless and until said tenant has received the rights and benefits as set forth in Chapter 527 of the Acts of the Commonwealth of Massachusetts of 1983, as amended, or any successor act, as then currently in effect (the "Conversion Act") (notwithstanding any exemption provided in the third paragraph of Section 2 of the Conversion Act to the city or town in which the Project is located) and any applicable local laws and ordinances; (b) No tenant of a Low-Income Unit shall be evicted due to conversion to condominium or cooperative form of ownership nor shall a Low-Income Unit be converted to conventional rental housing (which shall mean housing having an annual rental greater than that permitted for Low-Income Units under . the Low-Income Tax Credit rules and regulations) unless and until the following restrictions have been met and completed with respect to such unit: (i) the tenant of a Low-Income Unit so affected shall be given prior written notice of intent to convert to condominium or cooperative form of ownership or to convert to conventional rental housing (the "Notice Period") of at least four (4) years, such Notice Period beginning on a date no sooner that four years prior to the expiration of the Low-Income Tenant Rental Period. Once such notice of intent to convert is provided to a tenant, in the event such tenant later vacates the unit, the new tenant is entitled to receive notice under this subsection for a period equal to the remaining time pursuant to the original notice of intent to convert. The notice of intent shall include notice of the tenant's rights and notice of the right of first refusal provided in paragraph (iv) of this Section 5(b); the notice of intent shall also inform tenants that DHCD should be notified if the Owner is not fulfilling its obligations under this Agreement; only tenants occupying Low-Income Units within the Project shall be entitled to receive the additional rights enumerated in this paragraph; DHCD shall be provided with a copy of the notice for review and approval before such notice is sent to the Low-Income Tenant; (ii) the Owner shall give DHCD six months notice of its intent to convert a Project to condominiums or cooperatives; at the end of the conversion of the market rate units in a development to condominiurns or cooperatives, the Owner shall certify to DHCD its compliance with the conversion terms of this Agreement; (iii) every Low-Income Tenant given, or entitled to be given the notice of intent shall receive an extension of their lease or rental agreement, with substantially the same terms, subject to permissible rental increases, during the Notice Period; (iv) <subject to such restrictions as are imposed on the Owner by the terms of the Comprehensive Permit> in the event the Owner intends to convert the Project to a condominium or cooperative form of ownership, not later than two (2) years prior to the expiration of the Notice Period, an affected Low-Income Tenant shall receive a right of first refusal for purchase of the Unit which right shall last for a period of not less than six (6) months; such right of first refusal shall be accompanied by a copy of the purchase and sale agreement for the Unit; during this period, the Unit shall be offered to the tenant at a discount of at least ten percent (10%) from the offering price for the Unit; if the tenant of an affected unit chooses not to purchase the Unit, the Unit shall be offered for purchase to DHCD or its designee for an additional period of at least ninety (90) days at the same price the Unit was offered to the tenant; (v) all tenants given, or entitled to be given the notice of intent who are unable or choose not to exercise their right to purchase or to remain and to pay the conventional rental shall be entitled to relocation benefits in accordance with the Conversion Act. SECTION 6 - TERM OF AGREEMENT (a) This Agreement and the restrictions set forth herein shall commence with the first day of the Compliance period under Section 42 of the Code and shall extend through the date ending a period of an additional ( ) years after the close of the Compliance period (the Low-Income Tenant Rental Period of ( ) years total). This term will be determined in accordance with the Code for each building in the Project. Except as hereinafter provided, this Agreement and the restrictions set forth herein shall not terminate or expire any earlier than the end of the Low-Income Tenant Rental Period. No later than one year prior to expiration of the Low-Income Tenant Rental Period, the Owner shall provide DHCD with a written request to procure a qualified contract, as such term is defined in the Code, in order to continue operation of the Low-Income Units as affordable following the expiration of this Agreement and the restrictions set forth herein. DHCD will have a one year period commencing with the close of the ( ) year of the Low-Income Tenant Rental Period to procure such a qualified contract. (b) Notwithstanding subsection (a) above and except as provided in subsection (c) below, this Agreement and the restrictions set forth herein shall terminate on the date the Project is acquired by foreclosure or instrument in lieu of foreclosure unless the Secretary of the United States Treasury or his or her designee determines that such acquisition is part of an arrangement with the Owner, a purpose of which is to terminate this Agreement and the restrictions set forth herein. DHCD hereby agrees to execute any and all documents necessary to evidence the foregoing termination. (c) The tenant protections set forth in Section 3(t) above shall survive for a period of three (3) years following a termination pursuant to subsection (b) above and for such three-year period such tenant protections shall be binding upon any holder of a mortgage on the Project, or any successor or assign of such holder, who succeeds to all or any part of the Owner's interest in, or otherwise acquires title to, the Project. (d) Notwithstanding subsections (a) and (b) above, this Agreement shall not terminate and shall remain in full force and effect to enable DHCD, and any other person with the right to enforce this Agreement pursuant to Section 8 (f) of this Agreement, to enforce andlor monitor under Section 8 of this Agreement any remaining obligations under subsection (c) above, and the Conversion Restrictions set forth in Section 5 above provided, however, in the event this Agreement has terminated pursuant to subsection (b) above, it shall be assumed for purpose of giving notice pursuant to Section 5 that the Low-Income Rental Period has ended. SECTION 7 - CERTIFICATIONS On the date of execution and delivery of this Agreement, the Owner shall deliver to DHCD the following certifications or documents: (a) Evidence of transfer of ownership of the Project to the Owner; (b) For projects requiring a waiver of the ten year holding requirement in order to obtain a credit for the acquisition of an existing building, a copy of the waiver obtained from the Internal Revenue Service; (c) Opinion of Owner's Counsel as to Owner's organization, execution, delivery and enforceability of Agreement; and organizational documents for the Owner and Owner's general partner, if any, as follows: 0) if a limited partnership, a copy of the partnership agreement; and two separate long form certificates of legal existence (identifying general partners and any amendments) from the Massachusetts Secretary of State; (ii) if a corporation, a clerk's certificate with vote, certified articles of incorporation and by-laws; and certificate of legal existence from the state of incorporation; (iii) if a trust, a copy of the Declaration of Trust, a Trustee's Certificate and Direction of Beneficiaries; (iv) if a limited liability company, a copy of the operating agreement; and a certificate of good standing from the Massachusetts Secretary of State; and (v) any additional organizational documents as DHCD deems appropriate. (d) Audited certification of costs, an audited schedule of sources (including rental andlor operating subsidies) and uses (including reserves), and an audited schedule of low income housing tax credit eligible basis as well as any supplementary schedules required by DHCD in the format provided by DHCD; (e) Original certification from the Owner as to the actual date the Project is "placed in service" as that term is defined in the regulations or notices promulgated under Section 42 of the Code; (f) Certificate(s) of occupancy from the municipality or other governmental authority having jurisdiction; (g) Original certification from the Owner of the full extent of all federal, State and local subsidies which apply (or which the Owner expects to apply) with respect to the Project; (h) Original certification from the Project's Architect that the Project is in compliance with all applicable federal and state statutes and regulations in regard to the operation of adaptable and accessible housing for the disabled; (0 Letter of compliance from a certified inspector that all lead-based paint hazards have been removed from all units in the Project such that, upon occupancy, the Project will be in compliance with all applicable federal, state and local laws, codes and regulations including the Massachusetts Lead Poisoning Prevention and Control Laws, M.G.L. Chapter 11 1, Sections 190-199A and the regulations thereunder at 105 CMR 460.000 et seq. 0') Original Release and Indemnification Agreement agreeing to release and indemnify DHCD from any claim, loss, demand or judgment as a result of the allocation of Low-Income Tax Credits to the Project or the recapture of Low-Income Tax Credits by the Internal Revenue Service; (k) Original certification from the Owner pursuant to Massachusetts General Laws Chapter 62C Section 49A that the Owner has complied with all laws of the Commonwealth related to taxes; and (1) Any and all other documents required by Section 42 of the Code or the applicable Treasury Regulations and any documents that DHCD may require. SECTION 8 - MONITORING AND ENFORCEMENT (a) The Owner agrees to comply with any monitoring plan, guidelines, procedures, or requirements as may be adopted or amended from time to time by DHCD in accordance with requirements of the Code or regulations promulgated thereunder by the U.S. Department of the Treasury, Internal Revenue Service ("applicable regulations") or in order to monitor compliance with the provisions of this Agreement. (b) The Owner covenants that it will not knowingly take or permit any action that would result in a violation of the requirements of Section 42 of the Code and applicable regulations or this Agreement. Moreover, Owner covenants to take any lawful action (including amendment of this Agreement as may be necessary, in the opinion of DHCD) to comply fully with the Code and with all applicable regulations, rules, rulings, policies, procedures, or other official statements promulgated or proposed by the United States Department of the Treasury, Internal Revenue Service, from time to time pertaining to Owner's obligations under Section 42 of the Code and affecting the Project. (c) The Owner will permit, during normal business hours and upon reasonable notice, any duly authorized representative of DHCD (or its Authorized Delegate) to inspect any books and records of the Owner regarding the Project that pertain to compliance with the Code, applicable regulations, and this Agreement. The Owner further agrees to cooperate with any on-site inspection of the Project by DHCD (or its Authorized Delegate) during normal business hours and upon reasonable notice. (d) The Owner will take any and all actions reasonably necessary and required by DHCD to substantiate the Owner's compliance under the Code, applicable regulations, and this Agreement. The Owner shall at least annually (or more frequently as required by DHCD) submit to DHCD a Certification concerning program compliance in such form, including such documentation, and within such timeframe, as may be required by DHCD pursuant to any monitoring plan, guidelines, or procedure adopted or amended by DHCD. At DHCD's request, the Owner will submit any other information, documents, forms or certifications which DHCD deems reasonably necessary to substantiate the Owner's continuing compliance with the Code, applicable regulations, and this Agreement. (e) The Owner covenants and agrees to inform DHCD by written notice of any violation of the Owner's obligations hereunder within seven (7) business days of first discovering such violation. In accordance with the provisions of any monitoring plan, guidelines, or procedures as then may be in effect, DHCD covenants and agrees to inform the Owner by written notice of any violation of the Owner's obligations hereunder and to provide the Owner a period of time in which to correct such violation. If any violation is not corrected to the satisfaction of DHCD within the period of time specified by DHCD in a notice, or within such further time as DHCD determines is necessary to correct the violation, but not to exceed any time limitation set by applicable regulations, then without further notice, DHCD may declare a default under this Agreement effective on the date of such declaration of default, and DHCD may apply to any court, state or federal, for specific performance of this Agreement, or any other remedies at law or in equity, or take any other action as may be necessary or desirable to correct noncompliance with this Agreement. The foregoing is not intended to limit in any way DHCD's obligation to notify the Internal Revenue Service, pursuant to applicable regulations, of a noncompliance on the part of the Owner. (f) The Owner acknowledges that the primary purpose for requiring compliance by the Owner with the restrictions provided in this Agreement is to assure compliance of the Project and the Owner with Section 42 of the Code and the applicable regulations, and by reason thereof, the Owner in consideration for receiving Low-Income Housing Tax Credits for this Project hereby agrees and consents that DHCD and any individual who meets the income limitation applicable under Section 42 of the Code (whether a prospective, present or former occupant) shall be entitled, for any breach of the provisions hereof, and in addition to all other remedies provided by law or in equity, to enforce specific performance by the Owner of its obligations under this Agreement in a court of competent jurisdiction. The Owner hereby further specifically acknowledges that the beneficiaries of the Owner's obligations hereunder cannot be adequately compensated by monetary damages in the event of any default hereunder. In the event of a breach of this Agreement, the Owner shall reimburse DHCD for all costs and attorneys' fees incurred associated with such breach. (g) The Owner hereby agrees that the representations and covenants set forth herein may be relied upon by DHCD and all persons interested in Project compliance under Section 42 and the applicable regulations. (h) Notwithstanding anything in this Agreement to the contrary, in the event that the Owner fails to comply fully with the covenants and agreements contained herein or with the Code, all applicable regulations, rules, rulings, policies, procedures, or other official statements promulgated by the Department of the Treasury, the Internal Revenue Service or DHCD from time to time pertaining to the obligations of the Owner as set forth therein or herein, DHCD may, in addition to all of the remedies provided by law or in equity, report such noncompliance to the Internal Revenue Service which could result in penalties andlor re-capture of tax credits. (i) The Owner agrees to pay an annual monitoring fee in such amount and by such method as may be selected by DHCD pursuant to the applicable provisions set forth in the Commonwealth of Massachusetts Allocation Plan for the Low-Income Housing Tax Credit, as such provisions may be amended or superseded in a subsequent year's Allocation Plan. DHCD reserves the right to charge a reasonable monitoring fee to perform compliance monitoring functions after the completion of the tax credit compliance period (as defined in Section 42 of the Code) for the remainder of the term of this Agreement. 0') DHCD expressly reserves the right to continue monitoring, during the term of this Agreement, for compliance with the provisions of this Agreement beyond any timeframe provided for monitoring in the Code or applicable regulations. (k) During the tax credit compliance period (as defined in section 42 of the Code), the Owner will retain records in accordance with the requirements of the applicable regulations, DHCD monitoring plan andlor guidelines. After the end of the compliance period, the Owner will retain records adequate to demonstrate compliance with the terms and conditions of this Agreement, including, but not necessarily limited to, income and rent records pertaining to tenants. SECTION 9 - TAX CREDIT ALLOCATION (a) DHCD has determined that as of the date of this Agreement written above, the Project will support a Low-Income Housing Tax Credit Allocation in the amount of (or insert "not applicable"). (b) DHCD and the Owner agree that if the Tax Credit Allocation is not specified in Section 9(a) above, the Owner shall deliver to DHCD an audited certification of costs, an audited schedule of sources (including rental andlor operating subsidies) and uses (including reserves), and an audited schedule of low income housing tax credit eligible basis as well as any supplementary schedules required by DHCD in the format provided by DHCD as required by Section 7(d) of this Agreement no later some future date mutually agreeable to the parties. DHCD will thereafter notify the Owner of DHCD's final determination of the Low-Income Housing Tax Credit Allocation for the Project. Such final allocation will be specified in a written Addendum to this Agreement, to be executed by both parties and recorded in the appropriate registry of deed or land court registry district by the Owner. SECTION 10 - MISCELLANEOUS (a) Severabilitv. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof. (b) Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when delivered by hand or when mailed by certified or registered mail, postage prepaid, return receipt requested, to the parties hereto at the addresses set forth below, or to such other place as a party may from time to time designate in writing. DHCD: Department of Housing and Community Development 100 Cambridge Street, Suite 300 Boston, MA 021 14 ATTENTION: Tax Credit Program Director With a Copy to: Department of Housing and Community Development 100 Cambridge Street, Suite 300 Boston, MA 021 14 ATTENTION: Chief Counsel To the Owner: DHCD and the Owner, may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. (c) Amendment. This Agreement may not be amended without the express written consent of DHCD and the Owner. The Owner agrees that it will take all actions necessary to effect amendment of this Agreement as may be necessary to comply with the Code and all applicable rules, regulations, policies, procedures, rulings or other official statements pertaining to the Low-Income Tax Credit. (d) Governinq Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and, where applicable, the laws of the United States of America. (e) Survival of Obliqations. The obligations of the Owner as set forth herein shall survive the allocation of the Low-Income Tax Credit and shall not be deemed to terminate or merge with the awarding of the allocation. (9 Metrolist Listinq. If the Project is located in the Boston Standard Metropolitan Statistical Area, prior to initial tenant selection for tax credit-assisted units, and thereafter whenever there is a vacancy in a tax credit-assisted unit, the Owner shall list such unit(s) with the City of Boston's Metrolist (Metropolitan Housing Opportunity Clearing Center), which is located at Boston City Hall, Room 966A, P.O. Box 5996, Boston, MA 021 14-5996. (g) Citv of Boston - Occu~ancv Goals. If the Project is located in a neighborhood which is predominantly white in the City of Boston, according to a list maintained at DHCD, the affirmative fair marketing plan referenced in section 2(k) above of this Agreement shall have the percentage goals for occupancy of the Low-Income Units of the Project which reflect the racial composition of the City of Boston as determined in the most recent U.S. Census. As of the date of execution of this Agreement, these percentages are as follows: 49.5% White 14.4% Hispanic 7.5% AsianIPacific Island 23.8% Black 0.3% Native American 4.5% Other DHCD may, from time to time during the term of this Agreement, provide the Owner with written notification of changes in the above percentage goals. The Owner agrees that upon receipt of such notification, it will amend the affirmative fair marketing plan for the Project to reflect such changed goals. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives as a sealed instrument, as of the day and year first written above. OWNER: By: its ManaaerIGeneral Partner (strike one] By: Type Name: Title: DHCD: DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT By: Type Name: Title: COMMONWEALTH OF MASSACHUSETTS COUNTY OF On this - day of 200-, before me, the undersigned notary public, personally appeared , of , proved to me through satisfactory evidence of identification, which was (a current driver's license) (a current U.S. passport) (my personal knowledge of the identity of the principal), to be the person whose name is signed on the preceding or attached document, and acknowledged that he or she executed the foregoing instrument voluntarily for its stated purpose and that the foregoing instrument is his or her free act and deed and the free act and deed of Notary Public My commission expires: COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this - day of 200-, before me, the undersigned notary public, personally appeared of the Massachusetts Department of Housing and Communitv Develo~ment, proved to me through satisfactory evidence of identification, which was my personal kno\r;ledge oi the identity of the to be the person whose name is signed on the preceding or attached document, and acknowledged that he or she executed the foregoing instrument voluntarily for its stated purpose and that the foregoing instrument is his or her free act and deed and the free act and deed of Notary Public My commission expires: Exhibit A Description of Property Affordabilitv Agreement TAX CREDIT REGULATORY AGREEMENT AND DECLARATION OF RESTRICTNE COVENANTS CHAPTER 40R SMART GROWTH ORDINANCE ADDENDUM This Chapter 40R Smart Growth Ordinance Addendum ("Addendum") to the Tax Credit Regulatory Agreement and Declaration of Restrictive Covenants ("Tax Credit Regulatory Agreement") is made and entered into as of the effective date of the Tax Credit Regulatory Agreement, by and among the Commonwealth of Massachusetts, acting by and through the Department of Housing and Community Development ("DHCD), the City of Northampton (the "City") and Village at Hospital Hill 11 LLC (the "Owner"), their successors and assigns. WHEREAS, DHCD is authorized pursuant to M.G.L. c. 40R (the "Massachusetts Act") to allocate, administer, and determine eligibility for Affordable Housing developed pursuant to the Massachusetts Act; and WHEREAS, pursuant to the Massachusetts Act, the City of Northampton has adopted a Smart Growth overlay ordinance (the "Ordinance"), which requires that affordable housing restrictions be recorded with respect to any Affordable Units developed pursuant to the Massachusetts Act and the Ordinance; and WHEREAS, the Owner has applied to and received fiom the City of Northampton approval under the terms of the Ordinance for the development of the rental housing development located in Hampshire County, known as or to be known as Village at Hospital Hill Phase I1 (the "Project"); and WHEREAS, as a condition of approval of the Project pursuant to the Ordinance, the Owner must execute, deliver and record as an affordable housing restriction under M.G.L. c. 184 with the registry of deeds in the county where the property is located a regulatory agreement; NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DHCD, the City and the Owner do hereby agree as follows: (1) Any term not defined in this Addendum shall have the same meaning as terms defined in the Tax Credit Regulatory Agreement, the Massachusetts Act, 760 CMR 59.00 et seq promulgated thereunder and 760 CMR 45.00 et seq to the extent applicable (the "state regulations"). (2) Upon execution, the Owner shall cause the Tax Credit Regulatory Agreement, including this Addendum, to be recorded and filed in the Hampshire County Registry of Deeds and shall pay all fees and charges incurred in connection therewith. Upon recording, the Owner shall immediately transmit to DHCD evidence of the recording, including the date and instnunent number or book and page numbers. (3) The Owner intends, declares and covenants on behalf of itself and all future owners and operators of the Project Land during the term of the Tax Credit Regulatory Agreement and this Addendum, that the covenants and restrictions set forth therein and herein regulating and restricting the use, occupancy and transfer of the Project Land and the Project (i) shall be and are covenants running with the Project Land, encumbering the Project Land for the term of the Tax Credit Regulatory Agreement and Addendum, (ii) are not merely personal covenants of the Owner, and (iii) shall bind the Owner (and the benefits shall inure to DHCD and any past, present or prospective tenant of the Project) and the City of Northampton) and its respective successors and assigns during the term of the Tax Credit Regulatory Agreement and Addendum. The restrictions contained herein are intended to be construed as an affordable housing restriction as that term is defined in Section 3 1 of Chapter 184 of the Massachusetts General Laws, and which has the benefit of Section 32 of said Chapter 184, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law but rather shall run for the full term hereof. The Owner hereby agrees that any and all requirements of the laws of the Commonwealth of Massachusetts to be satisfied in order for the provisions of the Tax Credit Regulatory Agreement and Addendum to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in 111, and that any requirements of privity of estate are intended to be satisfied, or in the alternate, that an equitable servitude has been created to insure that these restrictions run with the land. For the longer of the period the federal Low-Income Tax Credit is claimed or the term of the Tax Credit Regulatory Agreement and this Addendum, each and every contract, deed or other instrument hereafter executed conveying the Project or portion thereof shall expressly provide that such conveyance is subject to the Tax Credit Regulatory Agreement and this Addendum, provided, however that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement. (4) The term of this Addendum shall extend for the term set forth in Section 6 of the Tax Credit Regulatory Agreement. DHCD and the Owner expressly acknowledge and agree that such term covers and is in compliance with the requirement under the Massachusetts Act that a regulatory agreement for the affordable housing restriction be for a term not less than thirty (30) years fiom the date of completion of the housing units. (5) Wherever in Section 8 of the Tax Credit Regulatory Agreement ("Monitoring and Enforcement") there is reference to the Internal Revenue Code andor applicable Treasury Regulations andor the Tax Credit Regulatory Agreement, reference to the Massachusetts Act, state regulations, and this Addendum shall be added. Without limiting the foregoing, all obligations of the Owner thereunder shall extend to this Addendum. (6) The Department of Housing and Community Development of the Commonwealth of Massachusetts ("DHCD) shall have the power to monitor and enforce the requirements of the Massachusetts Act and the Ordinance, as Administering Agent, either by itself or through its designee, and as such, shall monitor the compliance of the Project with the Affordability Requirement of the Ordinance. The purpose of monitoring is to ensure compliance with the requirements for income eligibility of the tenants and continued eligibility in accordance with the guidelines set forth in the Ordinance. Notwithstanding anything to the contrary in the foregoing, this provision shall not be construed in such a way as to modifL the rights of the City under the Agreement as provided under Section 10 of this Addendum. (7) The Owner shall maintain a site-based wait list for the Project, and the Administering Agent, or its designee, may annually request a report of continued eligibility in accordance with the wait list guidelines set forth and any conditions included in the Ordinance. (8) There shall be thirty-two (32) Affordable Units, as set forth in the Tax Credit Regulatory Agreement, which shall be subject to the rent restrictions and other requirements set forth in the Tenant Selection Plan approved by the Administering Agent, or its designee. Said Tenant Selection Plan shall include the provisions required under the Ordinance and applicable fair housing law. Only Eligible Households shall reside in the Affordable Units, and notice of any lease or sublease in violation of that requirement must be given to the Administering Agent on an annual basis in the Annual Compliance Report as specified in section (9) hereof, (9) The Owner agrees to prepare and deliver annually a report (the "Annual Compliance Report") to the Administering Agent, or its designee, on the compliance of the Owner with reporting requirements within the provisions of the Ordinance and compliance of the Project with the Affordability Requirement. A copy of the Annual Compliance Report shall also be delivered to the City, The Annual Compliance Report shall indicate the extent of non-compliance with the relevant reporting andor substantive requirements, if any, shall describe efforts being made by the Owner to remedy such non-compliance and, if appropriate, recommend possible enforcement action by the Administering Agent against the Owner. The Owner shall deliver the Annual Compliance Report within one hundred twenty (120) days of the end of each calendar year during the term of this Addendum. (10) For the purposes of this Addendum, Section 8(f) of the Tax Credit Regulatory Agreement is modified and amended by adding in the first sentence after the words "...present or former occupant)" the words "or the City of Northampton". (1 1) The Owner covenants to obtain the consent of any prior recorded lienholder on the Project to this Addendum. (12) This Addendum shall be governed by the laws of the Commonwealth of Massachusetts, including the Massachusetts Act and the state regulations, and where applicable, the laws of the United States of America. Unless otherwise provided herein or the context clearly requires otherwise, all the terms and conditions, representations, covenants, and warranties set forth in the Tax Credit Regulatory Agreement shall be applicable and incorporated in this Addendum. (13) Except as herein amended, all provisions of the Tax Credit Regulatory Agreement are ratified and confirmed. IN WITNESS WHEREOF, DHCD, the City and the Owner have caused this Addendum to be signed by their duly authorized representatives as a sealed instrument, as of the day and year first written in the Tax Credit Regulatory Agreement. Village at Hospital Hill I1 LLC By: TCB Village at Hospital Hill 11, Inc. By: Susan McCann Title: Authorized Agent DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT By: Print Name: Title: CITY OF NORTHAMPTON, MASSACHUSETTS Rv: Print Name: Title: COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this - day of ,2007, before me, the undersigned notary public, personally appeared Susan Mcca~, proved to me through satisfactory evidence of identification, which was personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that she signed it voluntarily for its stated purpose as Authorized Agent for TCB Village at Hospital Hill 11, Inc., the Managing Member of Village at Hospital Hill I1 LLC. Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this day of ,200-, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which were personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that helshe signed it voluntarily for its stated purpose. Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK On this day of ,200-, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which were personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that helshe signed it voluntarily for its stated purpose. Notary Public My Commission Expires: Alternate Affordabilitv Agreement AFFORDABLE HOUSING RESTRICTION CITY OF NORTHAMPTON VILLAGE AT HOSPITAL HILL 11, LLC, a Massachusetts limited liability company organized and existing in accordance with Massachusetts law, with an address c/o The Community Builders, Inc., 95 Berkeley Street, Boston, Massachusetts 02116 (the "Owner") grants with quitclaim covenants, to CITY OF NORTHAMPTON (the "City"), with an address of 210 Main Street, Northampton, Massachusetts 01060, its successors and assigns, or its designee, exclusively for the purpose of ensuring retention of housing for occupancy by low income persons and families, the following described Affordable Housing Restriction on land located in Northampton, Hampshire County, Massachusetts, said land being described in Exhibit A attached hereto, and all improvements located thereon (collectively, the "Property"). The terms of this Affordable Housing Restriction, authorized by G.L. c. 184, $931-33 and otherwise by law, are as follows: 1. Purposes. The purpose of this Affordable Housing Restriction is to assure that the Property will be retained as affordable rental housing for occupancy by low income families. 2. Scope. The Owner intends, declares and covenants, on behalf of itself and its successors and assigns, that the covenants and restrictions set forth in this Affordable Housing Restriction regulating and restricting the use, occupancy and transfer of the Property (i) shall be and are covenants running with the Property, encumbering the Property and binding upon the Owner's successors in title and all subsequent owners of the Property, (ii) are not merely personal covenants of the Owner, and (iii) shall bind the Owner and its successors and assigns (and the benefits shall inure to the City and to any past, present or prospective tenant of the Property). The Owner acknowledges that, pursuant to M.G.L. c. 40R (the "Massachusetts Act") the City of Northampton has adopted a Smart Growth overlay ordinance (the "Ordinance"), which requires that affordable housing restrictions be recorded with respect to any Affordable Units developed pursuant to the Massachusetts Act and the Ordinance and which authorizes the City to allocate, administer, and determine eligibility for Affordable Housing developed pursuant to the Massachusetts Act. The Owner also acknowledges that it has applied to and received fiom the City approval under the terms of the Ordinance for the development of the rental housing development located in Hampshire County, known as or to be known as Village at Hospital Hill Phase II (the "Project"), and that, as a condition of approval of the Project pursuant to the Ordinance, the Owner must execute, deliver and record an affordable housing restriction under M.G.L. c. 184 with the registry of deeds in the county where the property is located. 3. Duration Not Limited. This Affordable Housing Restriction is intended to be construed as an affordable housing restriction as defined in Section 3 1 of Chapter 184 of the Massachusetts General Laws which has the benefit of Section 32 of said Chapter 184, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law. The Owner hereby agrees that any and all requirements of the laws of The Commonwealth of Massachusetts to be satisfied in order for this Affordable Housing Restriction to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full and that any requirements of privity of estate are intended to be satisfied, or in the alternative, that an equitable servitude has been created to insure that this Affordable Housing Restriction runs with the land. 4. Term of the Restriction. The term of this Affordable Housing Restriction shall be 30 years fiom the completion of the construction of the Housing Units, a date which is no more than 18 months fiom the date hereof. 5. Subsecluent Conveyances. Each and every contract, deed or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Affordable Housing Restriction, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Affordable Housing Restriction. 6. Permitted Use. The Property shall be used for 40 units of multi-family rental housing (the "Housing Units") of which no fewer than 32 shall be deemed Affordable Housing under the Ordinance (the "Affordable Units"). Owner shall not permit the use of any Housing Unit for any purpose other than rental housing. Each Housing Unit shall contain complete facilities for living, sleeping, eating, cooking and sanitation which are to be used on other than a transient basis. Each Housing Unit shall meet the housing quality standards set forth in the regulations of United States Department of Housing and Urban Development ("HUD) as 24 C.F.R. $982.401 or any successor thereto, the accessibility requirements at 24 C.F.R. Part 8 or any successor thereto (which implement Section 504 of the Rehabilitation Act of 1973) and, if applicable, the design and construction requirement of 24 C.F.R. 5 100.205 or any successor thereto (which implement the Fair Housing Act). 7. Tenant Selection. (a) Nondiscrimination. The Owner shall not discriminate on the basis of race, creed, color, sex, age, handicap, marital status, sexual preference, national origin or any other basis prohibited by law in the lease, use and occupancy of the Housing Units or in connection with the employment or application for employment of persons for the operation and management of the Housing Units. @) Selection Policies. The Owner shall adopt and submit to City for approval resident selection policies and criteria acceptable to City that: (i) Provide for (x) the selection of residents (initially and upon all subsequent rentals) fi-om a written waiting list in the chronological order of their application, in accordance with a tenant selection plan approved by the Massachusetts Department of Housing and Community Development ("DHCD"), as amended fi-om time to time and (y) the prompt written notification to any rejected applicant of the grounds for any rejection. (ii) The Tenant Selection Plan shall provide for an affirmative marketing plan that complies with all applicable statutes, regulations and executive orders. The approved marketing plan and the approved resident selection policies and criteria shall be adhered to in every respect. (iii) Only Eligible Households shall reside in the Affordable Units, and notice of any lease or sublease in violation of that requirement must be given to the Administering Agent on an annual basis in the Annual Compliance Report as specified in section 12 hereof. 8. Income and Rent Restrictions. For purposes of this Restriction, all of the following restrictions shall be read together in a consistent manner, so that the most restrictive of the restrictions shall apply for the longest period applicable, as indicated. Notwithstanding the following restrictions and provisions, the maximum annual rent for any Affordable Unit need not fall below the rent level set at the time the Property is fust occupied. (a) Additional Definitions. 6) "Family" is defined as one or more individuals occupying a unit and satisfying the standards adopted by HUD pursuant to Section 8 of the U.S. Housing Act of 1937, or any successor program, and promulgated at 24 C.F.R. Part 812. (the "Section 8 Program"). (ii) The "Area" is defined as the Springfield Primary Metropolitan Statistical Area. (iii) A Family's annual income shall be the anticipated total income fi-om all sources received by the Family head and spouse (even if temporarily absent) and by each additional member of the Family (other than children under the age of 18 years), including all net income derived fi-om assets for the 12-month period following the effective date of certification of income. Annual income specifically includes and excludes certain types of income as set forth in, and shall be determined in accordance with, 24 C.F.R. Part 8 13 (or any successor regulations). (iv) "AMI" is defined as the median income for the Area, based on family size, as determined by HUD pursuant to the Section 8 program. (v) Families whose annual incomes are no greater than 100% AM1 shall be referred to herein as "Moderate Income Families"; Families whose incomes are no greater than 80% AM1 shall be referred to herein as "Low Income Families"; Families whose incomes are no greater than 60% AM1 shall be referred to as "Very Low Income Families"; and Families whose incomes are no greater than 30% AM1 shall be referred to as "Extremely Low Income Families". AM1 is determined for each Family at the time of initial occupancy of a Housing Unit. (b) General Rent Restriction. The monthly rent charged to tenants of Affordable Units shall not exceed the lesser of: (i) The fair market rent for existing housing for comparable units in the Area as established by HUD under regulations promulgated at 24 C.F.R. 8888.11 1 (or successor regulations), less the monthly allowance established by City for the utilities nnd services (excluding telephone) to be paid by the tenant; or (ii) An amount that does not exceed thirty percent (30%) of the monthly income of a Family whose annual income is less than or equal to eighty percent (80%) of the median income for the Area, as determined by HUD, with adjustment for the number of bedrooms in the unit, as provided by HUD. In determining the maximum monthly rent that may be charged for a unit under this clause (ii), the Owner shall subtract from the above amount an allowance established by HUD for any utilities and services (excluding telephone) to be paid by the resident. Monthly income shall equal one-twelfth of annual income. 9. Income Certifications. The Owner represents, warrants and covenants that the determination of whether a Family occupying an Affordable Unit meets the income requirements set forth herein shall be made by Owner at the time of leasing of a Housing Unit and thereafter at least annually on the basis of the current income of such Family. In initially verifjmg a Family's income, the Owner shall examine the source documents evidencing annual income (e.g. wage statements, interest statements, unemployment compensation statements) for the Family. Owner shall maintain as part of its Project records copies of all leases of Affordable Units in the Project and all initial and annual income certifications by tenants of the Affordable Units. Tenants shall also be required to provide such information as the Administering Agency may reasonably request in order to ensure affordability. 10. Rent Schedule. Projected initial monthly rents and allowances for utilities and services for all Affordable Units shall be as set forth in Exhibit B attached hereto. Annually, as part of the annual reports required under Section 12, Owner shall submit to City a proposed schedule of monthly rents and monthly allowances for utilities and services for all Affordable Units. The rent schedule shall include the maximum rents applicable to Affordable Units under Section 8 above. Such schedule shall be subject to the approval of City for compliance with the requirements of Section 8 above. Rents for Affordable Units shall not be increased without the City's prior written approval of either (x) a specific request by Owner for a rent increase or (y) the next annual schedule of rents and allowances. Notwithstanding the foregoing, rent increases shall be subject to the provisions of outstanding leases and shall not be implemented without at least 30 days' prior written notice by Owner to all affected tenants. 11. Transfer Restrictions. Owner shall not sell, transfer, convey, rent (except for leases or occupancy agreements made in connection with the Permitted Uses that are substantially in the form approved by the City or the Administering Agency), encumber as security for financing, or in any other way exchange all or any portion of (i) the Properly, or (ii) interests in the Manager of Owner without the express written permission of City or the Administering Agency. Without limiting the generality of the foregoing, the Permitted Encumbrances are hereby approved by City. 12. Annual Compliance Report. The Owner agrees to prepare and deliver annually a report (the "Annual Compliance Report") mto the Administering Agencysd the City regarding the compliance of the Owner with reporting requirements within the provisions of the Ordinance and compliance of the Project with the Affordability Requirement. The Annual Compliance Report shall indicate the extent of non-compliance with the relevant reporting andor substantive requirements, if any, shall describe efforts being made by the Owner to remedy such non-compliance and, if appropriate, recommend possible enforcement action by the Administering Agent against the Owner. The Owner shall deliver the Annual Compliance Report within one hundred twenty (120) days of the end of each calendar year during the term of this Addendum. 13. Enforcement. (a) _[insert name and address of administering agency designated by the PAA pursuant to Section 20.7(6) of Ordinance'l_ (the "Administering Agency"), with an address at , its successors and permitted assigns, or its designee, shall have the power to monitor and enforce the requirements of the Massachusetts Act and the Ordinance, as Administering Agent, and as such, shall monitor the compliance of the Project with the Affordability Requirement of the Ordinance. The purpose of monitoring is to initially determine income eligibility of the tenants and review annual recertification of continued eligibility in accordance with the guidelines set forth in the Ordinance. (b) The rights hereby granted shall include the right of the City andor the Administering Agent to enforce this Affordable Housing Restriction by appropriate legal proceedings and to obtain injunctive and other equitable relief against any violations, including without limitation relief requiring restoration of the Property to its condition prior to any such violation (it being agreed that the City andor the Administering Agent will have no adequate remedy at law), and shall be in addition to, and not in limitation of, any other rights and remedies available to the City andor the Administering Agent. Owner covenants and agrees to reimburse to the City andor the Administering Agent all reasonable costs and expenses (including without limitation reasonable counsel fees) incurred in enforcing this Affordable Housing Restriction or in taking reasonable measures to cure any violation hereof, provided that a violation of this Affordable Housing Restriction is acknowledged by Owner or determined by a court of competent jurisdiction to have occurred. By its acceptance of this Affordable Housing Restriction, the City (andor the Administering Agent) does not undertake any liability or obligation relating to the condition of the Property. If any provision of this Affordable Housing Restriction shall to any extent be held invalid, the remainder shall not be affected. 14. Further Assurances. The City andor the Administering Agent is authorized to record andor register any notices or instruments appropriate to assuring the enforceability of this Affordable Housing Restriction; and the Owner on behalf of itself and its successors and assigns appoints the City andor the Administering Agent its attorney-in-fact to execute, acknowledge and deliver any such instruments on its behalf. Without limiting the foregoing, the Owner and its successors and assigns agrees to execute any such instruments upon request. The benefits of this Affordable Housing Restriction shall be in gross and shall be assignable by the City. The Owner and the City intend that the restrictions arising hereunder take effect upon the date hereof, and to the extent enforceability by any person ever depends upon the approval of governmental officials, such approval when given shall relate back to the date hereof regardless of the date of actual approval or the date of recording andor registering of any instrument evidencing such approval. 15. Foreclosure. Notwithstanding anything herein to the contrary, but subject to the next succeeding paragraph hereof, if the holder of record of a first mortgage granted to a state or national bank, state or federal savings and loan association, cooperative bank, mortgage company, trust company, insurance company or other institutional or governmental lender shall acquire the Property by reason of foreclosure or similar remedial action under the provisions of such mortgage or upon conveyance of the Property in lieu of foreclosure, and provided that the holder of such mortgage has given the City and the Administering Agent not less than sixty (60) days' prior written notice of its intention to foreclose upon its mortgage or to accept a conveyance of the Property in lieu of foreclosure, then the rights and restrictions herein contained shall not apply to such holder upon such acquisition of the Property or to any purchaser of the Property from such holder, and such Property shall, subject to the next two succeeding sentences, thereafter be free fiom all such rights and restrictions. The rights and restrictions contained herein shall not lapse if the Property is acquired through foreclosure or deed in lieu of foreclosure by (i) Owner, (ii) any person with a direct or indirect financial interest in Owner, (iii) any person related to a person described in clause (ii) by blood, adoption or marriage, (iv) any person who is or at any time was a business associate of a person described in clause (ii), and (v) any entity in which any of the foregoing have a direct or indirect financial interest (each a "Related Partf'). Furthermore, if the Property is subsequently acquired by a Related Party during the period in which this Affordable Housing Restriction would have remained in effect but for the provisions of this Section, this Mordable Housing Restriction shall be revived and shall apply to the Property as though it had never lapsed. It is the intention of the parties that the foregoing provision shall survive such foreclosure or a deed in lieu of a foreclosure. 16. Notices. Any notice, request or other communication which either party hereto may be required or may desire to give hereunder shall be made in writing, and shall be deemed to have been properly given if hand delivered, if sent by recognized overnight courier, receipt confiied, or if mailed by United States registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Owner: VILLAGE AT HOSPITAL HILL II, LLC C/O The Community Builders, Inc. 95 Berkeley Street Boston, MA 02 1 16 Attention: General Counsel If to the City: crry OF NORTHAMPTON 2 10 Main Street Northampton, Massachusetts 0 1060 Attention: or such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice. A notice sent by certified or registered mail shall be deemed given three days after mailing; a notice sent by overnight courier shall be deemed given one day after deposit with such courier; and a notice delivered by hand shall be deemed given upon receipt. 17. Amendment. This Affordable Housing Restriction may not be amended, nor may any obligation hereunder be waived or released, without first obtaining the written consent of the City and the Administering Agent. 18. Governing Law. This Agreement shall be governed by the laws of The Commonwealth of Massachusetts. No documentary stamps are required as this Affordable Housing Restriction is not being purchased by the City. Executed under seal this day of November, 2007 VILLAGE AT HOSPITAL HILL 11, LLC By: TCB Village at Hospital Hill 11, Inc., its Manager By: Name: Hereunto duly authorized COMMONWEALTH OF MASSACHUSETTS County, ss. On this - day of , 2007, before me, the undersigned notary public, personally appeared , the of TCB Village at Hospital Hill 11, Inc., the manager of Village at Hospital Hill 11, LLC, proved to me through satisfactory evidence of identification, which was [a current driver's license] [a current U.S. passport] [my personal knowledge], to be the person whose name is signed on the preceding instrument and acknowledged the foregoing instrument to be her free act and deed and the free act and deed of Village at Hospital Hill 11, LLC. EXHIBIT A - Property Description EXHIBIT B - Initial Rent Schedule EXHIBIT A Property Description EXHIBIT B Proiected Initial Rent Schedule Description of Units Contract rent Utility AllowanceTotal gross rent No. of Units - bedroom units $ $- $- bedroom units $ $- $- Parking spaces - @ $-/Month x 12 = $-