ChesapeakeIRGINIAOffice of the City Attorney

306 Cedar RoadChesapeake Virginia 23322

757 3826586Fax 757 3828749

May 19 2015

TO Mayor Krasnoff ViceMayor de Triquet and Members of the City Council

Re RESOLUTION AUTHORIZING THE CITY MANAGER AND CITYCLERK TO EXECUTE A PROPOSED AGREEMENT AND DEED OFGIFT CONVEYING CERTAIN REAL PROPERTY CONTAININGAPPROXIMATELY6358 ACRES MORE OR LESS LOCATED IN THEWASHINGTON BOROUGH OF THE CITY OF CHESAPEAKEVIRGINIA TO CYPRESS LANDINGLLCA VIRGINIA LIMITEDLIABILITY COMPANY THE SOLE MEMBER OF WHICH IS THESOUTHEASTERN VIRGINIA HOUSING CORPORATION A NONPROFIT COMMUNITY HOUSING DEVELOPMENT CORPORATIONTO DEVELOP AFFORDABLE HOUSING IN THE CITY OFCHESAPEAKE TO SERVE DISABLED ANDOR HOMELESSVETERANS

Please find enclosed a resolution authorizing the City Manager to execute a proposedAgreement and Deed of Gift conveying approximately 6358 acres more or less theProperty to Cypress LandingLLC the sole member of which is the Southeastern VirginiaHousing Corporation to develop affordable housing to serve disabled andor homeless veteransthrough a partnership with the City the Project

According to the terms of the Agreement Cypress Landing proposes to construct a 50unit 4story elevator building with 44 one bedroom units and 6 two bedroom units The Projectwill have a multi purpose community room an exercise room an office for propertymanagement staff and a maintenance storage area

Cypress Landing has requested the City donate real property to be used in the Projectand the City has determined that the Property is surplus and is not needed for City purposesCypress Landing agrees it shall not use the Property for any other purposes without prior writtenapproval of the City Manager

The City of Chesapeake adheres to the principles of equal employment opportunityThis policy extends to all programs and services supported by the City

dhanburyText BoxDocket Item:NPPH - G

The Project units will serve disabled andor homeless lowincome veterans at or below50 half of the units or below 40 half of the units of the area median family income TheCity has agreed to consider requests by Cypress Landing for CDBG and HOME funds

The total estimated cost to develop the Project is961000000which includes sitedevelopment construction costs and all other related costs The Project will be designed to meetthe Citys design standards and Cypress Landing will be responsible for designing andconstructing the units ongoing management and maintenance and obtaining funding for theProject The City will provide the land and support services to the resident veterans onsitethrough the Chesapeake Department of Human Services andor the Chesapeake IntegratedBehavioral Health

A copy of the proposed Agreement and Deed of Gift are enclosed along with a copy ofMemorandum from Deputy City Manager Wanda BarnardBailey requesting that the City moveforward with this Project

Please advise if you have any questions or concerns

Very truly yours

1aC IJan L Proctor

City Attorney

JLPhvmEnclosurescc James E Baker City Manager

Beverly Pender Acting City ClerkWanda Barnard Bailey Deputy City ManagerAnna D Antonio Assistant to the City Manager

Chesapeake City of Ches1 R G 1 N 1Office of the City Manager

Post Office Box 15225Chesapeake Virginia 233285225

Office 757 3826166Fax 757 3826507

TDD 757 3828214

MEMORANDUM

TO Jan L Proctor City Attorney

FROM Wanda Barnard Bailey PhD Deputy City Manager

DATE March 6 2015

SUBJ Land Transfer for Disabled and Homeless Veterans Housing ProjectCypress Landing

On September 26 2013 Mayor Krasnoff requested staff attend the Grand Opening ofHampton Roads first permanent rental complex for disabled veterans Cedar Grove inVirginia Beach The project was so impressive that City Council Members members ofthe MayorsCommission on Veteran Affairs and City staff visited the facility on movein day The group unanimously agreed Chesapeake could benefit from this resource andrequested a meeting with the Southeastern Virginia Housing Corporation SVHCleadership the project manager for Cedar GroveThe group and SVHC leadership conducted a followup meeting on March 20 2014 andrequested SVHC provide a proposal for the City of Chesapeake to house disabled andhomeless veterans On April 30 2014 the proposal see attached was reviewed by thegroup and additional staff members with a request to provide Council the information in aWork Session on June 20 2014 During the Work Session Council requested staff reviewoptions to support the project including property availability Upon staff review two plusor minus acres located on KnellsRidge Boulevard were recommended to your office forproperty transfer to SVHC for the purpose of completing the project to be named CypressLanding

Thank you for your cooperation in moving this project forward If you have additionalquestions please do not hesitate to contact me at 3826605

WBBpme

Attachment

c James E Baker City ManagerAmar Dwarkanath Deputy City Manager

The City of Chesapeake adheres to the principles of equal employment opportunityThis policy extends to all programs and services supported by the City

SOUTHEASTERN VIRGINIA HOUSING CORPORATION

Boar of DirectorsBarbara Clevenger April 29 2014

President

Debra A GrantDr Wanda BarnardBaileyVice President

Trent Mitchell Deputy City Manager City of ChesapeakeSecretaryTreasurer 306 Cedar Road 6 FloorJames Banks

ElsieBames Chesapeake VA 23322Norfolk State University

Christopher BealeSouthern Bank Trust Co RE Proposal for Veterans Housing

Gregory M DragasDragas EngineeringCarol N Hare Esq Dear Dr Bailey

Fidelity National TitleDenise Howard Please find enclosed the proposal from Southeastern Virginia Housing CorporationFirst Command

Financial Services for a Veterans Housing project in the City of ChesapeakeMary Kay Horoszewski

Executive Director

After you have had a chance to review the proposal please contact me with anyquestions you may have We would be more than happy to have another meeting

Regional Advisory Councilat your office to further discuss this project and answer questions that you orSheShelayne Boswell

Sr Vice President others may haveHeritage Bank

The HonorableThomasine Carter W appreciate the opportunity to submit this proposal and look forward to hearing

Retired Judge from youJulianne Cookson

Assistant Vice PresidentTowneBank Sincerely

Jeffrey UlmerPlanning Dept J

City of Portsmouth Lti ailfAndrew H Friedman Sharon ShoffDirector Virginia Beach

Department of Housing Director Administrative ServicesNeighborhood Preservation

Ann GrandyExecutive Director Cc Mary Kay Horoszewski Executive Director Southeastern VA Housing Corp

oDUCDC Jessica Guglielmo Director of Development Southeastern VA Housing CorpRon Jackson

Executive Director

Hampton RHAMark A Johnson 1

CRA ManagerSunTrust Bank

John Kownack

Director of HousingReinvention Norfolk RHA

Clarissa McAdooExecutive Director

Suffolk RHAKaren Wilds

Executive Director

Newport News RHABrenda Willis

Executive Director

Chesapeake RHA A Community Housing Development Corporation CHDO2400 Potters Road Virginia Beach VA 23454

PH 757463 9516 Fax 757 4631382

A Proposal to Develop50 units of Affordable Housing

for Homeless Disabled Veteransin the City of Chesapeake

Southeastern Virginia Housing Corporation SVHC a Community Housing DevelopmentOrganization is proposing to develop affordable housing in the City of Chesapeake forhomeless disabled veterans through a partnership with the City of Chesapeake

Project DescriptionWe are proposing to construct a 50 unit 4story elevator building with 44 1bedroom units and 62bedroom units The building would be constructed with high quality materials and beEarthCraft certified Half of the units would be fully accessible In addition the building wouldhave a community room an office for property management staff and a maintenance storage areaA proposed rendering of the site is pictured below

t t

Ii 1 1

1 y1

L1 II

1 LT ate

All of the units must have projectbased section 8 assistance committed Half of the units willserve veterans at or below 50 of the area median family income In addition for this projecthalf of the units will serve veterans at or below 40 of the area median family income tostrengthen the application score for lowincome housing tax credits These section 8 vouchersare needed to ensure that there is adequate funding to pay the debt service for the units andoperate and maintain them while keeping them affordable to the very lowincome homelessdisabled veterans

SVHC will be responsible for acquiring the land constructing the units and for the ongoingmanagement and maintenance of the property SVHC will also be responsible for obtaining botha construction loan and all permanent funds for the project

We cannot do this project without assistance from the City of Chesapeake We would need theCity to

1 Find approximately 2 acres of land that would be either donated to SVHC or sold at a nominalcost

2 Provide federal HOME andor CDBG funds for the development costs of the project3 Provide project based Section 8 vouchers One possible source of Section 8 is HUDVASHprojectbased vouchers which are specifically for homeless disabled veterans The ChesapeakeRedevelopment Housing Authority would have to submit this application and SVHC couldprepare the application in partnership with the Housing Authority for submission

4 Provide support services to the veterans onsite through the Chesapeake CSB andor SocialServices Services may be provided by the Department of Veterans Affairs under the HUDVASH program

Development BudgetThe total estimated cost to develop the project is9607850 This includes land acquisition sitedevelopment and construction cost and all other project related costsDevelopment Budget Project CostsAcquisition Closing Costs of Land 64610Site Work Construction 7333692Pre Development Development Costs 2209548

Architect Engineering feesConstruction Loan interest TitleRecording fees Attorneysfees taxCredit fees loan fees appraisal marketStudy geotechnical report environmentalStudies project management feesearthcraft feesPartnership and syndicationfees up front Operating leaseupand replacement reserves insurance duringconstruction

Total 9607850

Development Budget Proposed Funding SourcesLow Income Housing Tax Credit Equity 5900000Virginia Housing Development Authority Loan 2220000City of Chesapeake HOME andorCDBG funds

650000State of Virginia Dept of Housing

Community Development HOME Loan 600000Federal HOME Loan Bank of Atlanta Grant 200000Community Foundation Grants 37850

Total 9607850

2

RESOLUTION AUTHORIZING THE CITY MANAGER AND CITY CLERK TOEXECUTE A PROPOSED AGREEMENT AND DEED OF GIFT CONVEYINGCERTAIN REAL PROPERTY CONTAINING APPROXIMATELY6358ACRES MORE OR LESS LOCATED IN THE WASHINGTON BOROUGH OFTHE CITY OF CHESAPEAKE VIRGINIA TO CYPRESS LANDINGLLCAVIRGINIA LIMITED LIABILITY COMPANY THE SOLE MEMBER OF WHICHIS THE SOUTHEASTERN VIRGINIA HOUSING CORPORATION A NON PROFITCOMMUNITY HOUSING DEVELOPMENT CORPORATION TO DEVELOPAFFORDABLE HOUSING IN THE CITY OF CHESAPEAKE TO SERVE DISABLEDANDOR HOMELESS VETERANS

BE IT RESOLVED by the Council of the City of Chesapeake Virginia that the City

Manager and City Clerk are hereby authorized to execute a proposed agreement and deed of

gift in substantially the same form as the attached Exhibits A and B respectively to

Cypress LandingLLCa Virginia limited liability company the sole member of which is

the Southeastern Virginia Housing Corporation a non profit Community Housing

Development Corporation to develop affordable housing in the City of Chesapeake to serve

disabled andor homeless veterans The subject property Property is located in the

Washington Borough of the City of Chesapeake Virginia and identified as PARCEL A

a portion of Tax Parcel 0360000001931 on that certain proposed plat entitled

PRELIMINARY RESUBDIVISION OF PORTIONS OF LOTS 4 5 6 DIVISION OF CC

UPTON FARM NEAR OAK GROVE FOR VETERANS SUPPORT CENTER

WASHINGTON BOROUGH CHESAPEAKE VIRGINIA MARCH 24 2015 made by

Michael J Ortolano City Surveyor the Plat to be recorded simultaneously with the

aforementioned deed of gift in the Chesapeake Circuit Court ClerksOffice A draft copy

of the Plat is attached as Exhibit C The Property contains approximately 6358 acres

more or less The City has determined that the Property is surplus and not needed for CityCity Attorneys OfficeCity of Chesapeake purposesMunicipal Center306 Cedar RoadChesapeake Virginia23322757 3826586Fax 757 3828749

ADOPTED by the Council of the City of Chesapeake Virginia this 26th day of

May 2015

APPROVED

Mayor

ATTEST

Clerk of the Council

City Attorneys OfficeCity of ChesapeakeMunicipal Center306 Cedar RoadChesapeake Virginia23322757 3826586 2Fax 757 3828749

LAND DISPOSITION AND DEVELOPMENT CONTRACTBETWEEN THE CITY OF CHESAPEAKE

AND CYPRESS LANDINGLLC

THIS LAND DISPOSITION AND DEVELOPMENT CONTRACT Contract

made this day of 2015 by and between the CITY OF CHESAPEAKE

VIRGINIA hereinafter City a Virginia municipal corporation and CYPRESS

LANDINGLLC Cypress Landing a Virginia limited liability company

WHEREAS the City owns a certain parcel of land located on Medical Parkway

in the Washington Borough of the City of Chesapeake Virginia known as a portion of

Tax Parcel 0360000001931 containing approximately6358 acres more or less shown

as PARCEL A on the plat entitled PRELIMINARY RESUBDIVISION OF

PORTIONS OF LOTS 4 5 6 DIVISION OF CC UPTON FARM NEAR OAK

GROVE FOR VETERANS SUPPORT CENTER WASHINGTON BOROUGH

CHESAPEAKE VIRGINIA MARCH 24 2015 made by Michael J Ortolano City

Surveyor a copy of which is attached hereto as Exhibit A which land the City has

determined to be surplus and not needed for City purposes the Property The

Property is further described as follows towit

ALL THAT certain portion piece or parcel of land situatedin the Washington Borough of the City of Chesapeake Virginiacontaining approximately 6358 acres more or less shown asPARCEL A on a certain plat entitled PRELIMINARYRESUBDIVISION OF PORTIONS OF LOTS 4 5 6 DIVISIONOF CC UPTON FARM NEAR OAK GROVE FOR VETERANSSUPPORT CENTER WASHINGTON BOROUGH CHESAPEAKEVIRGINIA dated March 24 2015 made by Michael J OrtolanoCity Surveyor

EXHIBIT

1 A

IT BEING a portion of the same property conveyed to the City ofChesapeake Virginia by deed dated May 14 1997 from Thomas RConnolly and Shirley Connolly husband and wife and duly recordedin the ClerksOffice of the Circuit Court of the City of ChesapeakeVirginia in Deed Book 3506 at page 663

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated May 14 1997 from Thomas RConnolly and Shirley A Connolly husband and wife duly recorded inthe aforementioned ClerksOffice in Deed Book 3506 at page 659

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated April 28 1997 from Ruth PWhealton duly recorded in the aforementioned ClerksOffice in DeedBook 3498 at page 58

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated May 14 1997 from William JConnolly and Josey A Connolly husband and wife and Thomas RConnolly and Shirley A Connolly husband and wife duly recorded inthe aforementioned ClerksOffice in Deed Book 3506 at page 654 and

WHEREAS Cypress Landing proposes to develop affordable housing in the City

of Chesapeake for disabled andor homeless veterans the Project through a

partnership with the City The Project is described as follows

Cypress Landing proposes to construct a 50 unit 4story elevator building with 44

one bedroom units and 6 two bedroom units The building will be constructed

with high quality materials and be EarthCraft certified The Project site will be

near public transportation and will have a bike shelter Half of the units will be

fully accessible all units will contain a fullsize washer and dryer There will be

onsite property management support services and maintenance staff The

building will have a multi purpose community room an exercise room an office

for property management staff and a maintenance storage area These housing

units will serve disabled andor homeless lowincome veterans at or below 50

2

half of the units or below 40 half of the units of the area median family

income and will utilize projectbased Section 8 vouchers Residents will pay no

more than 30 of their monthly income for rent and utilities The total estimated

cost to develop the Project is961000000which cost includes land acquisitionsite development and construction costs and all other projectrelated costs An

estimated Development Budget is attached hereto as Exhibit B The Project

will be designed to meet City of Chesapeake design standards Cypress Landing

will be responsible for acquiring the land constructing the units and for the

ongoing management and maintenance of the property Cypress Landing will

also be responsible for obtaining both a construction loan and all permanent funds

for the Project and

WHEREAS Cypress Landing has requested the City to donate the Property to

Cypress Landing to be used in the Project

NOW THEREFORE THIS AGREEMENT WITNESSETH

1 The City agrees to convey the above described Property containing

approximately 6358 acres more or less to Cypress Landing by Deed of Gift the Deed

of Gift The City agrees to tender the Deed of Gift to Cypress Landing within ten 10

business days following written request from Cypress Landing Cypress Landing will

submit such written request within ten 10 business days of receiving confirmation of an

award of tax credits for the Project which confirmation is anticipated to be received on or

before July 31 2016 but not anticipated to be received later than October 1 2016

3

2 Cypress Landing agrees to accept conveyance of the Property expressly

subject to the obligations and conditions contained in the Deed of Gift A copy of theproposed Deed of Gift is attached hereto as Exhibit C

3 Cypress Landing agrees to submit an application to the City seeking to

rezone the Property from R15s Residential District to RMF1 MultiFamily Residential

District Cypress Landing further agrees to submit if necessaryeg exception to

permitted building height etc an application to the City seeking a conditional use

permit CUP for the Property The City agrees to execute the necessary power of

attorney appointing Cypress Landing as its agent for purposes of applying for the

rezoning of the Property and if needed for the Project a CUP Cypress Landing shall be

responsible for all fees and costs associated with the rezoning and conditional use permit

applications Cypress Landing shall also be solely responsible for compliance with any

proffers or conditions attached to the rezoning andor CUP

4 Cypress Landing agrees it shall use the Property for the Project and for no

other use without the prior written approval of the City Manager

5 Cypress Landing agrees to be responsible to construct the above described

Project and for the ongoing management operation and maintenance of the Property atits sole expense Cypress Landing agrees that it will timely seek all necessary approvals

for the design and construction of the Project and that Cypress Landing will design andconstruct the Project in accordance with City of Chesapeake design standards and all

applicable law

4

6 Cypress Landing agrees to be responsible for obtaining both a

construction loan and all permanent funds for the Project7 Cypress Landing agrees to commence construction in good faith of the

Project or of other improvements together Improvements approved by the City on

the Property within twentyfour 24 months of the date from which the Property is

conveyed by the City to Cypress Landing As used in this Contract the phrase

commence construction in good faith shall mean satisfaction of the following

requirements

a all necessary permits for the construction of the Improvements

shall have been acquired by Cypress Landing at its sole cost and expense shall be in full

force and effect and evidence thereof shall have been provided to the City and

b notice has been given in good faith to the general contractor to

commence construction of the Improvements under the construction contract

8 The parties acknowledge that grants awarded under the federal HOME and

CDBG programs involve a competitive application process The City agrees upon

proper review and recommendation to provide federal HOME andor CDBG funds for

the development costs of the Project the amount of which will be subject to approval ofand appropriation by the Chesapeake City Council Any development costs not covered

by such federal funds shall be the sole responsibility of Cypress Landing

9 The parties acknowledge and agree that all of the units must have project

based Section 8 assistance committed to ensure that there is adequate funding to pay the

5

debt service for the units and operate and maintain them while keeping them affordable to

the very low income homeless andor disabled veterans

10 Cypress Landing agrees to use its best efforts to secure projectbased

Section 8 vouchers One possible source of Section 8 is HUDVASH projectbased

vouchers which are specifically for homeless disabled veterans this application would

be required to be submitted by the Chesapeake Redevelopment and Housing Authority a

political subdivision of the Commonwealth of Virginia CRHA Cypress Landing

agrees that it will prepare the application in partnership with CRHA for submission

11 The City agrees to provide support services to the resident veterans onsite

through the Chesapeake Department of Human Services andor Chesapeake Integrated

Behavioral Health

12 All notices to the City and to Cypress Landing shall be hand delivered or

delivered by certified mail with return receipt required and given to the following

person and address

For the City For Cypress Landing

James E Baker City Manager Sharon Shoff Chief Housing OfficerCity of Chesapeake Virginia Beach CDC306 Cedar Road 6 Floor 2400 Potters RoadChesapeake Virginia 23322 Virginia Beach Virginia 23454

With copy to With copy to

Jan L Proctor City Attorney Johnson Kanady III EsquireCity of Chesapeake Kanady Quinn PC306 Cedar Road 6 Floor 9200 Forest Hill Avenue Ste CChesapeake Virginia 23322 Richmond Virginia 23235

13 Cypress Landing shall indemnify and hold harmless the City its officials

employees and agents from any loss cost or damage that may arise out of or in

6

connection with the performance of this Contract

14 This Contract was authorized by resolution adopted by the Chesapeake

City Council on 2015 and by resolution adopted by Cypress

LandingLLC on 2015

WITNESS the following signatures and seals

CITY OF CHESAPEAKE VIRGINIAa Virginia municipal corporation

ByJames E Baker City Manager

ATTEST

City Clerk

COMMONWEALTH OF VIRGINIA

CITY OF CHESAPEAKE towit

The foregoing instrument bearing date of 2015 was

acknowledged before me this day of 2015 by James E Baker

City Manager and attested by of the City ClerksOffice

of the City of Chesapeake Virginia They are personally known to me

Notary PublicRegistration No

My commission expires

7

CYPRESS LANDINGLLCa Virginia limited liability companyBy Southeastern Virginia Housing Corporationa Virginia nonstock corporationits sole member

By

Name

Title

COMMONWEALTH OF VIRGINIA

CITY OF towit

The foregoing instrument bearing date of 2015 was

acknowledged before me this day of 2015 by

as of Southeastern Virginia Housing

Corporation a Virginia nonstock corporation Sole Member of Cypress LandingLLC

a Virginia limited liability company He She is personally known to me or has

presented as identification

Notary PublicRegistration No

My commission expires

8

Approved as to form Approved as to form

Assistant City Attorney Counsel for Cypress LandingLLC

9

EXHIBIT ASubdivision Plat

EXHIBIT B

Estimated Development Budget

EXHIBIT CPROPOSED DEED OF GIFT

10

The City of Chesapeake is exempt from grantorsrecordation taxes pursuantto Section 581811C4and 581811Dof the 1950 Code of Virginia asamended

This deed was prepared by and return to City Attorney of the City ofChesapeake Virginia 306 Cedar Road Chesapeake Virginia 23322Clerk of Court Box 152

Portion of Tax Parcel No 0360000001931 DEED OF GIFTTax Exempt 581811D

THIS DEED OF GIFT Made this day of 20 by

and between the CITY OF CHESAPEAKE VIRGINIA a Virginia municipal

corporation City Grantor and CYPRESS LANDINGLLCa Virginia limited

liability company Cypress Landing Grantee whose address is 2400 Potters Road

Virginia Beach Virginia 23454

WITNESSETH That for and in consideration of the premises and mutual

covenants herein and without monetary consideration the City does hereby

give grant and convey unto Cypress Landing with Special Warranty the following

described property the Property towit

ALL THAT certain portion piece or parcel of land situated in theWashington Borough of the City of Chesapeake Virginiacontaining approximately 6358 acres more or less of land shownas PARCEL A on a certain plat entitled PRELIMINARYRESUBDIVISION OF PORTIONS OF LOTS 4 5 6 DIVISIONOF CC UPTON FARM NEAR OAK GROVE FOR VETERANSSUPPORT CENTER WASHINGTON BOROUGH CHESAPEAKEVIRGINIA dated March 24 2015 made by Michael J OrtolanoCity Surveyor attached hereto as Exhibit A and recordedsimultaneously herewith

IT BEING a portion of the same property conveyed to the City ofChesapeake Virginia by deed dated May 14 1997 from Thomas RConnolly and Shirley Connolly husband and wife and duly recorded

EXHIBIT

in the ClerksOffice of the Circuit Court of the City of ChesapeakeVirginia in Deed Book 3506 at page 663

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated May 14 1997 from Thomas RConnolly and Shirley A Connolly husband and wife and duly recordedin the aforementioned ClerksOffice in Deed Book 3506 at page 659

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated April 28 1997 from Ruth PWhealton and duly recorded in the aforementioned ClerksOffice inDeed Book 3498 at page 58

IT ALSO BEING a portion of the same property conveyed to the Cityof Chesapeake Virginia by deed dated May 14 1997 from William JConnolly and Josey A Connolly husband and wife and Thomas RConnolly and Shirley A Connolly husband and wife and duly recordedin the aforementioned ClerksOffice in Deed Book 3506 at page 654

1 This conveyance is made subject to the conditions restrictions easements

and reservations of record if any affecting the aforesaid property and constituting

constructive notice

2 RESTRICTIVE COVENANTS

A This conveyance is made EXPRESSLY SUBJECT to the obligation of

Cypress Landing to develop the Property by constructing thereon a 50 unit 4story

elevator building with 44 one bedroom units and 6 two bedroom units EarthCraft

certified to be operated by Cypress Landing as permanent supportive housing for

disabled andor homeless veterans the Veterans Housing Cypress Landing

covenants that it will timely seek all necessary approvals for the design and construction

of the Veterans Housing and that it will design construct and operate such Veterans

Housing in accordance with all applicable federal state and local law

B Cypress Landing shall commence construction in good faith of the

Veterans Housing and any other improvements approved by the City the

2

Improvements on the Property within twenty four 24 months from the date of

this conveyance As used in this deed the phrase commence construction in good

faith shall mean satisfaction of the following requirements

i all necessary permits for the construction of the Improvements

shall be in full force and effect and evidence thereof shall have been provided to the

City and

ii notice has been given in good faith to the general contractor to

commence construction of the Improvements under the construction contract

C Cypress Landing shall not use the Property for purposes other than Veterans

Housing or other use approved in writing by the City Manager of the City of Chesapeake

D The restrictive covenants contained herein shall not hereafter be altered in

any respect without the express written approval and consent of Cypress Landing and the

City Cypress Landing may apply to the City for vacation or modification of the

restrictive covenants however the restrictive covenants may only be amended or vacated

by a recorded document signed by the City and Cypress Landing

E The City and its authorized agents shall have the right to enter and go upon

the Property to inspect the Property and take actions necessary to verify compliance with

these restrictive covenants The restrictive covenants contained herein shall be enforceable

by any proceeding at law or in equity The failure by the City to enforce any covenant or

restriction contained herein shall in no event be deemed a waiver of the right to do so

hereunder

F Notwithstanding the foregoing the restrictive covenants contained herein

shall apply only to Cypress Landing and shall automatically terminate upon foreclosure

3

This conveyance was authorized by resolution adopted by the Chesapeake

City Council on 20

WITNESS the following signatures and seals

CITY OF CHESAPEAKE VIRGINIAa Virginia municipal corporation

ByCity Manager

ATTEST

City Clerk

COMMONWEALTH OF VIRGINIACITY OF CHESAPEAKE towit

The foregoing instrument bearing date of 20 was

acknowledged before me this day of 20 by James E Baker

City Manager and attested by

of the Chesapeake City ClerksOffice They are personally known to me

Notary PublicRegistration No

My commission expires

4

ACCEPTED

CYPRESS LANDINGLLCa Virginia limited liability companyBy Southeastern Virginia Housing Corporationa Virginia nonstock corporationits sole Member

ByNameTitle

COMMONWEALTH OF VIRGINIACITY OF towit

The foregoing instrument bearing date of 20 was

Acknowledged before me this day of 20 by

as of

Southeastern Virginia Housing Corporation a Virginia nonstock corporation Sole

Member of Cypress LandingLLC a Virginia limited liability company Grantee

HeShe is o personally known to me or o has presented

as identification

Notary Public

Registration No

My commission expires

Approved as to form Approved as to form

Assistant City Attorney Counsel for Cypress LandingLLC

5

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