Development Services. (a) The Developer shall oversee the development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the Partnership. (b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following: (i) Negotiate and cause to be executed in the name and on behalf of the Partnership agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on approved by the Partnership unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreements; (ii) Assist the Partnership in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development of the Apartment Complex; (iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex and negotiate the terms of such financing with lenders; (iv) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to: (A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design of the Apartment Complex; (B) administration of any construction contracts on behalf of the Partnership; (C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures; (D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers; (E) the review and submission to the Partnership for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements; (F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex; (G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex; (H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex; (I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership; (J) keeping the Partnership fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership; (K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and (L) at the Partnership's expense, filing on behalf of, and as the attorney fact for, the Partnership, any notices of completion required or permitted to be filed upon the completion of any improvements and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex. (v) Assist the Partnership in obtaining access to utilities and required zoning approvals; (vi) Inspect the progress of the course of construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction of the Apartment Complex, and in addition to verify that the same is being carried out substantially in accordance with the plans and specifications approved by the Partnership or, in the event that the same is not being so carried out, to promptly so notify the Partnership; (vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations; (viii) To the extent requested to do so by the Partnership, prepare and distribute to the Partnership a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the Partnership, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex; (ix) Assist the Partnership in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees during the development phase of the Apartment Complex in accordance with an insurance schedule approved by the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals by the Partnership; (x) During the construction and development period of the Apartment Complex, comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called laws) of all Federal, state and municipal government courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors to comply with all such applicable laws; (xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes; (xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work; (xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership; (xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and (xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described herein.
Appears in 2 contracts
Samples: Development Services Agreement (Boston Capital Tax Credit Fund Iv Lp), Development Services Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) A. The Developer shall arrange for the acquisition and oversee the development and construction of the Apartment ComplexProject, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex Project as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipManaging Member.
(b) B. The Developer's ’s services shall be performed in the name and on behalf of the Partnership Company and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) Section
1. B and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such #48200574_v6 duty and (ii) promptly notify the Partnership Managing Member that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership Company agreements for architectural, engineering, testing or consulting services for the Apartment ComplexProject, the Construction Documents, and any other agreements necessary for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership Improvements or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership Managing Member unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreements;provisions of the Operating Agreement.
(ii) Assist the Partnership Company in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development of the Apartment Complex;Project.
(iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex and negotiate the terms of such financing with lenders;
(iv) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment ComplexProject, including including, but not limited to:
(A) , the following: • coordination and administration of the Apartment Complex architectArchitect, the general contractorBuilder, and any other contractors, subcontractors, professionals and consultants employed in connection with the design construction of the Apartment Complex;
(B) Project; • administration of any construction contracts the Construction Contract on behalf of the Partnership;
(C) Company; • participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
(D) ; • the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) ; • the review and submission to the Partnership Managing Member for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds the Construction Contract and the Mortgage Loan Documents for the benefit construction of the Partnership for the design or construction of any improvements;
(F) Improvements; • the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) Project; • assisting the Company in applying for and maintaining in full force and effect any and all governmental permits and approvals required by a Governmental Agency for the lawful construction of the Apartment Complex;
(H) Project; • assisting the Company in compliance with all terms and conditions applicable to the Partnership Company or the Apartment Complex Contained Project contained in any governmental permit or approval required by or obtained from any Governmental Agency for the lawful construction of the Apartment ComplexProject, or in any insurance policy affecting or covering the Apartment ComplexProject, or in any surety bond obtained in connection with the Apartment Complex;
(I) Project; • furnishing such consultation and advice relating to the construction and development of the Apartment Complex Project as may be reasonably requested from time to time by the Partnership;
(J) Managing Member; • keeping the Partnership Managing Member fully informed on a regular basis of the progress of the design and construction of the Apartment ComplexProject, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
(K) Managing Member; • giving or making the Partnership's Company’s instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architectArchitect, general contractorBuilder, and other contractors, subcontractors, professionals and consultants retained for the Apartment ComplexProject; and
(L) and • at the Partnership's Company’s expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Company any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment ComplexProject.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(viiv) Inspect the progress of the course of construction of the Apartment ComplexProject, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect Architect and the general contractorBuilder, or by any other parties with respect to the design and construction of the Apartment ComplexProject, and in addition to verify that the same is being carried out substantially in accordance with the plans Plans and specifications approved by the Partnership Specifications and other Construction Documents or, in the event that the same is not being so carried out, to promptly so notify the Partnership;Managing Member.
(viiv) If requested to do so by the PartnershipManaging Member, perform on behalf of the Partnership Company all obligations of the Partnership Company with respect to the design and construction of the Apartment Complex Project contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment ComplexMortgage Loan Documents, or in any lease or rental agreement relating to space in the Apartment ComplexProject, or in any agreement entered into with any governmental body or agency Governmental Agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership Company to the Developer or the Partnership Company has otherwise notified the Developer in writing of such obligations;.
(viiivi) To the extent requested to do so by the PartnershipManaging Member, prepare and distribute to the Partnership Managing Member a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the PartnershipManaging Member, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership Company to cover the cost of design and construction of the Apartment Complex;Project.
(ixvii) Assist the Partnership Company in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees Project during the development construction phase of the Apartment Complex Project, in accordance with an the insurance schedule approved by requirements set forth in the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs Operating Agreement and vaults adjoining the Propertyany other Project Document. Such insurance shall be in a liability amount approvals approved by the Partnership;Managing Member and in accordance with the requirements of the Operating Agreement.
(xviii) During Assist the construction and development period of the Apartment Complex, comply Company in complying with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called “laws”) of all Federal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex Project is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership Company or the Apartment ComplexProject, which may be applicable to the Apartment Complex Project or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the PartnershipCompany, in accordance with the provisions of this Agreement, shall be at the Partnership's Company’s expense. The Developer shall likewise ensure that all agreements between the Partnership Company and independent contractors to comply with all such applicable laws;.
(xiix) Assemble Assist the Company in assembling and retain retaining all contracts, agreements and other records and data as may be necessary to carry out the Developer's ’s functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Managing Member and the appropriate governmental authoritiesany Governmental Agency, as necessary, data and information sufficient to identify the market value of improvements Improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex Project for purposes of real property ad valorem taxes;.
(xiix) Coordinate and administer the design and the construction of all interior tenant improvements to the extent required under any leases lease or other occupancy agreements to be constructed installed or furnished by the Partnership Company with respect to the initial leasing of space in the Apartment ComplexProject, whether involving building standard or non non-building standard work;.
(xiiixi) Use its reasonable best efforts to accomplish the timely completion of the Apartment Complex Project in accordance with the approved plans Plans and specifications Specifications and other Construction Documents (including, without limitation, the time schedules for such completion approved construction schedule prepared by the Partnership;Builder).
(xivxii) At the direction of the PartnershipManaging Member, implement any decisions of the Partnership Managing Member made in connection with the design, development and construction of the Apartment Complex Project or any policies and procedures relating thereto, exclusive of leasing activities; and.
(xvxiii) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are requested to be performed by the Partnership Managing Member and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement
Development Services. (a) The Developer shall oversee has heretofore performed certain services relating to the development and construction of the Apartment Complex, Complex and shall perform continue to oversee the services construction and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope development of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the Partnership.the
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
: (i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
; (ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment Complex;
Code as a "qualified low-income housing project" under Section 42(g)(1) of the Code; (iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lenders;
Code; (iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex; (v) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to:
: (A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or construction of the Apartment Complex;
; (B) administration of any construction contracts on behalf of the Partnership;
; (C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
; (D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
; (E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements;
; (F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
; (G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
; (H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
; (I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership;
General Partner; (J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
General Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects; (K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
and (L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction of the Apartment Complex, and in addition to verify that the same is being carried out substantially in accordance with the plans and specifications approved by the Partnership or, in the event that the same is not being so carried out, to promptly so notify the Partnership;
(vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the Partnership, prepare and distribute to the Partnership a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the Partnership, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex;
(ix) Assist the Partnership in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees during the development phase of the Apartment Complex in accordance with an insurance schedule approved by the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals by the Partnership;
(x) During the construction and development period of the Apartment Complex, comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called laws) of all Federal, state and municipal government courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership;
(xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described herein.to
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer shall oversee perform or cause to be performed all of the work and services necessary to complete the development and construction of the Apartment ComplexProject, including approval and registration of the Condominium and the Condominium Corporation (for which UC Leslieville shall be the declarant), in accordance with the requirements of applicable Law, all Development Approvals, the Tarion Home Warranty Plan and each New APS, and shall perform market and sell the Unsold Units, the Extra Parking Spaces and the Extra Storage Spaces, complete the transfer of all Units which are sold to Unit Owners, complete the transfer of the Extra Parking Spaces and Extra Storage Spaces which are sold and provide the services and carry out the responsibilities described in Section 2.4(g) with respect to the Apartment Complex as are set forth herein, UC Riverdale and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership UC Beach (the General Partners) on behalf of the Partnership.
(b) The Developer's foregoing, other than any such work and services shall to be performed in or provided under the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) and as provided elsewhere in this Agreement; providedConstruction Contract, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developerbeing herein collectively, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following“Development Services”), including:
(i) Negotiate and cause taking (or causing to be executed in taken) all steps, and preparing and submitting (or causing to be prepared and submitted) all applications and documents, required to process the name and on behalf development of the Partnership agreements Lands, including the submission of any and all necessary site plan and condominium applications, plan of subdivision applications, applications for architecturalpart lot control exemption by-laws and the negotiation of development, engineeringservicing, testing or consulting services for the Apartment Complexsite plan, and any other similar agreements for the construction of any improvements (and/or amendments thereto or tenant improvements variations thereof) to be constructed or installed entered into by the Partnership Owner with Governmental Authorities, in each case, to the extent required or desirable to complete the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on approved by the Partnership unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreementsProject;
(ii) Assist obtaining all Development Approvals that are necessary to complete the Partnership in dealing with neighborhood groups, local organizations, abutters Project and other parties interested in fulfilling the development conditions thereunder (either as part of the Apartment ComplexDevelopment Services or through the Construction Work under the Construction Contract);
(iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex communicating with all Government Authorities and negotiate the terms of such financing with lenderscommunity stakeholders;
(iv) Establish and implement appropriate administrative and financial controls for with respect to the design and construction establishment of the Apartment ComplexProject as a Condominium, including but not limited tothe Developer shall, among other things:
(A) coordination make all applications, obtain all approvals and administration create or obtain all surveys, Consultant’s reports or certifications and other documents as are necessary to obtain the approval and registration of the Apartment Complex architect, Project as a condominium under the general contractor, and other contractors, professionals and consultants employed in connection with the design of the Apartment ComplexCondominium Act;
(B) administration of any construction contracts on behalf be responsible for, and pay for as Development Costs, the establishment, organization and registration of the PartnershipCondominium Corporation with UC Leslieville as declarant, and assist the Owner or Construction Receiver in the calling of the turn over meeting if such meeting occurs before the Marketing End Date; provided that the initial directors of the Condominium Corporation shall be such individuals as are designated by, or acceptable to, the Construction Receiver;
(C) participation in conferences to register (or cause to be registered) the applicable condominium agreement (including the condominium declaration and description and by-laws), on title to the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction proceduresLands;
(D) perform all of the rendering of advice work and recommendations as services contemplated to be performed by the selection procedures for and selection of subcontractors and suppliers;Developer in the Business Plan approved in accordance with this Development Contract; and
(E) to perform (or cause to be performed) all such other land title and registration work required in order to complete the review transfer of Units to Unit Owners and submission the transfer of the Extra Parking Spaces and Extra Storage Spaces in accordance with Section 2.4;
(v) the marketing and sale of the Unsold Units, the Extra Parking Spaces and Extra Storage Spaces in accordance with Section 2.4, it being acknowledged and agreed that the Developer does not warrant that all unsold Units, Extra Parking Spaces and Extra Storage Spaces will be sold for the prices established in accordance with this Development Contract;
(vi) the management and administration of all New APS including interim occupancy of each Unit (but excluding property management to the Partnership extent set out in Section 2.4(e)) and the closing of the sales of the Units, the Extra Parking Spaces and Extra Storage Spaces in accordance with Section 2.4; and
(vii) be responsible for, and pay, the utilities and other operating costs (including the utilities and maintenance costs for the common elements):
(A) of each Unit until Unit Completion for such Unit; and
(B) for all other parts of the Project until the earlier of (1) all Units having been sold and transferred to the Unit Owner; and (2) the Marketing End Date; occupancy payments received from the Unit Owner (if any) as provided in Section 2.2(a)(viii) and/or from the proceeds of sale of the Units in the same priority and at the same time as payment of the Craft Construction Loan under the Waterfall. The parties agree to use their commercially reasonable efforts to reconcile these costs once a Property Manager has been appointed and the Units are occupied. For certainty, (A) except as aforesaid, the cost of the utilities and other operating costs of the Project are included in the Fixed Price with respect to Units that have not achieved Unit Completion; (B) the real property taxes for the Lands shall not be the responsibility of the Developer, but shall be paid by the Owner as a Development Cost or otherwise; and (C) the cost of the property and builders all risk insurance shall be the responsibility of the Owner as a Development Cost or otherwise. The cost of general liability insurance required to be carried by the Developer under the Construction Contract or this Development Contract shall be the responsibility of the Developer and shall not be a Development Cost for which the Owner is liable.
(viii) with respect to interim occupancy payments made by Unit Owners from to time:
(A) the Owner (or, at the direction of the Owner, the Property Manager) shall directly receive all interim occupancy payments made by Unit Owners from time to time; and
(B) with respect to each Unit that has achieved Unit Completion, the Developer shall be entitled to receive monthly reimbursement from such interim occupancy payments of the monthly cost of utilities for all such Units that have been separately metered and the proportionate Unit share of the monthly cost of utilities for and maintenance of the common elements for all such Units (the “Monthly Unit Costs”); provided however that after payment to the Developer of the Monthly Unit Costs for the Units that have achieved Unit Completion from interim occupancy payments as required, the balance (if any) of such payments received by the Owner shall constitute revenue of the estate of UC Leslieville that the Construction Receiver is entitled to hold and use in its discretion in connection with the payment of its costs, expenses and other obligations;
(b) All Consultants, including the Project Architect and the Project Engineer, required in connection with the Construction Work or the Development Services shall be retained directly by the Developer on terms satisfactory to the Owner but not on behalf of the Owner or the Construction Receiver; provided however that each such Consultant retained by the Developer that was not an existing consultant or advisor to UC Leslieville in connection with the Project shall require the prior written approval of all requests the Owner and the Project Monitor. The fees and disbursements of the Consultants shall constitute Development Costs. The Developer shall not be responsible to the Owner for payments under acts and omissions of any architectural agreement, general contractor's agreementConsultant, or of any loan agreements with any lending institutions providing funds persons directly or indirectly employed by the Consultant to the extent that the Developer obtains the agreement of each Consultant that:
(i) each Consultant’s services are being provided for the benefit of the Partnership for Developer and the design or construction of any improvements;Construction Receiver and the Construction Receiver and Owner will be added as additional insureds under each such Consultant’s professional liability insurance (which liability insurance will be in scope and with limits which are satisfactory to the Owner); and
(Fii) the submission of any suggestions or requests for changes which could in any reasonable manner improve Developer has assigned (and does hereby assign) its rights, interests and benefits under the design, efficiency or cost of the Apartment Complex;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
(H) compliance with all terms and conditions applicable Consultant’s contract to the Partnership or Owner. The parties agree to co-operate in prosecuting any claim against a Consultant with respect to the Apartment Complex Contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained services provided in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to Work or the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership;
(J) keeping the Partnership fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, and as the attorney fact for, the Partnership, any notices of completion required or permitted to be filed upon the completion of any improvements and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment ComplexDevelopment Services.
(vc) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction of the Apartment ComplexAll applications to, and in addition to verify that the same is being carried out substantially in accordance with the plans and specifications approved by the Partnership oragreements with, in the event that the same is not being so carried out, to promptly so notify the Partnership;
(vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the Partnership, prepare and distribute to the Partnership a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the Partnership, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex;
(ix) Assist the Partnership in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees during the development phase of the Apartment Complex in accordance with an insurance schedule approved by the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals by the Partnership;
(x) During the construction and development period of the Apartment Complex, comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called laws) of all Federal, state and municipal government courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken Governmental Authorities negotiated by the Developer on behalf of and in the name as part of the PartnershipDevelopment Services and required to be signed to the Owner will be provided to the Owner with a brief description of any material terms the Developer wishes to bring to the attention of the Owner including any material liabilities or changes to existing drafts or executed versions of such applications and agreement, in accordance with and the provisions of this Agreement, shall be at Developer’s recommendation to the Partnership's expenseOwner. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors to comply Owner will deal with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements requests in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work;
(xiii) Use its best efforts to accomplish the a timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership;
(xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described hereinfashion.
Appears in 1 contract
Samples: Development Contract
Development Services. (a) The Developer has heretofore performed certain services relating to the development of the Apartment Complex and shall continue to oversee the rehabilitation and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction rehabilitation of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing Section 42(i)(1) of the Code as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Advise the Partnership and act as liaison in connection with neighborhood groupsthe Credit Agency relative to a low-income housing tax credit available for the Apartment Complex under Section 42 of the Code;
(iv) Advise the Partnership as to federal, state and local organizations, abutters and other parties interested in the development of subsidy programs available for the Apartment Complex;
(iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex and negotiate the terms of such financing with lenders;
(ivv) Establish and implement appropriate administrative and financial controls for the design and construction rehabilitation of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or rehabilitation of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction rehabilitation procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction rehabilitation of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and the maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction rehabilitation of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction rehabilitation of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partner;
(J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction rehabilitation of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction the rehabilitation of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction rehabilitation so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction or rehabilitation of the Apartment Complex, and in addition to verify that the same rehabilitation is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same rehabilitation] is not being so carried out, to promptly so notify the PartnershipGeneral Partner;
(vii) If requested to do so by the PartnershipGeneral Partner, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction or rehabilitation of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such constructionrehabilitation, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction rehabilitation cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction the rehabilitation and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction rehabilitation of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase rehabilitation of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partner;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction rehabilitation of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partner;
(xiv) At the direction of the PartnershipGeneral Partner, implement any decisions of the Partnership General Partner made in connection with the design, rehabilitation and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are requested to be performed by the Partnership General Partner and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer has heretofore performed certain services relating to the development of the Apartment Complex and shall continue to oversee the construction and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate Upon the request of the Partnership, negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
; (ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment Complex;
Code as a "qualified low-income housing project" under Section 42(g)(1) of the Code; (iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lenders;
Code; (iv) Establish Advise the Partnership as to federal, state and implement local subsidy programs available for the Apartment Complex; (v) Upon the request of the Partnership, oversee and cooperate in the reestablishment and implementation of appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to:
: (A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or construction of the Apartment Complex;
; (B) administration of any construction contracts on behalf of the Partnership;
; (C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
; (D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
; (E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements;
; (F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
; (G) applying for and the maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
; (H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
; (I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership;
General Partner; (J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
General Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects; (K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
and (L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect Upon request of the Partnership, inspect the progress of the course of the construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and or construction of the Apartment Complex, and in addition to verify that the same construction is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same construction is not being so carried out, to promptly so notify the Partnership;
General Partner; (vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of the construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex;
, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate; (ixviii) Assist Upon request of the Partnership in obtaining Partnership, at the Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase construction of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the Partnership;
General Partner; (xix) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
; (xix) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, upon the request of the Partnership, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
; (xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership;
(xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer has heretofore performed certain services relating to the development of the Apartment Complex and shall continue to oversee the [construction/rehabilitation] and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction rehabilitation of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment ComplexCode as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lendersCode;
(iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction rehabilitation of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or rehabilitation of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction rehabilitation procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction rehabilitation of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and the maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction rehabilitation of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction rehabilitation of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partner;
(J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction rehabilitation of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction the rehabilitation of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction rehabilitation so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction or rehabilitation of the Apartment Complex, and in addition to verify that the same rehabilitation is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same rehabilitation] is not being so carried out, to promptly so notify the PartnershipGeneral Partner;
(vii) If requested to do so by the PartnershipGeneral Partner, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction or rehabilitation of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such constructionrehabilitation, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction rehabilitation cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction the rehabilitation and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction rehabilitation of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase rehabilitation of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partner;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction rehabilitation of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partner;
(xiv) At the direction of the PartnershipGeneral Partner, implement any decisions of the Partnership General Partner made in connection with the design, rehabilitation and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are requested to be performed by the Partnership General Partner and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer has heretofore performed, or caused to be performed, certain services relating to the acquisition and development of the Apartment Complex and shall continue to oversee the rehabilitation and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed, caused to be performed or shall perform or cause to be performed the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing testing, construction or legal or consulting services for the Apartment Complex, and any agreements for the construction rehabilitation of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment ComplexCode as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lendersCode;
(iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction rehabilitation of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or rehabilitation of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction rehabilitation procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of general contractor, subcontractors and suppliers;
(E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction rehabilitation of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment ComplexComplex and of which it becomes aware;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required of the Partnership for the lawful construction rehabilitation of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained by the Partnership for the lawful construction rehabilitation of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained by the Partnership in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partner and which is within the Developer's area of expertise and experience;
(J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction rehabilitation of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making as agent or attorney-in-fact for the Partnership the Partnership's instructions, requirements, approvals and payments (out of Partnership funds) provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction the rehabilitation of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction rehabilitation so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction or rehabilitation of the Apartment Complex, and in addition to verify that the same rehabilitation is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same rehabilitation is not being so carried out, to promptly so notify the PartnershipGeneral Partner;
(vii) If requested to do so by the PartnershipGeneral Partner, perform or cause to be performed on behalf of the Partnership all obligations of the Partnership with respect to the design and construction or rehabilitation of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such constructionrehabilitation, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction rehabilitation cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction the rehabilitation and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction rehabilitation of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase rehabilitation of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partner;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessaryand when requested, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction rehabilitation of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish cause the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partner;
(xiv) At the direction of the PartnershipGeneral Partner, implement any decisions of the Partnership General Partner made in connection with the design, rehabilitation and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer , or cause to be performed or administered, any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are reasonably requested to be performed by the Partnership General Partner and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer has heretofore performed certain services relating to the development of the Apartment Complex and shall continue to oversee the rehabilitation and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the Partnership.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partners that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction rehabilitation of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partners unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment ComplexCode as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lendersCode;
(iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction rehabilitation of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or rehabilitation of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction rehabilitation procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) the review and submission to the Partnership General Partners for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction rehabilitation of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction rehabilitation of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction rehabilitation of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partners;
(J) keeping the Partnership General Partners fully informed on a regular basis of the progress of the design and construction rehabilitation of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partners and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction the rehabilitation of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction rehabilitation so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction or rehabilitation of the Apartment Complex, and in addition to verify that the same rehabilitation is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partners or, in the event that the same rehabilitation is not being so carried out, to promptly so notify the PartnershipGeneral Partners;
(vii) If requested to do so by the PartnershipGeneral Partners, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction or rehabilitation of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such constructionrehabilitation, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partners, prepare and distribute to the Partnership General Partners a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction rehabilitation cost estimates as required by the PartnershipGeneral Partners, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction the rehabilitation and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction rehabilitation of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase rehabilitation of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partners, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partners;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction rehabilitation of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partners;
(xiv) At the direction of the PartnershipGeneral Partners, implement any decisions of the Partnership General Partners made in connection with the design, rehabilitation and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are requested to be performed by the Partnership General Partners and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer shall oversee the development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) Partners on behalf of the Partnership.
(b) The Developer's Developers services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefortherefore, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on approved by the Partnership unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreements;
(ii) Assist the Partnership in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development of the Apartment Complex;
(iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex and negotiate the terms of such financing with lenders;
(iv) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) the review and submission to the Partnership for approval of all requests for payments under any architectural agreement, general contractor's contractors agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership;
(J) keeping the Partnership fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, and as the attorney fact for, the Partnership, any notices of completion required or permitted to be filed upon the completion of any improvements and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction of the Apartment Complex, and in addition to verify that the same is being carried out substantially in accordance with the plans and specifications approved by the Partnership or, in the event that the same is not being so carried out, to promptly so notify the Partnership;
(vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the Partnership, prepare and distribute to the Partnership a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the Partnership, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex;
(ix) Assist the Partnership in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees during the development phase of the Apartment Complex in accordance with an insurance schedule approved by the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals by the Partnership;
(x) During the construction and development period of the Apartment Complex, comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called laws) of all Federal, state and municipal government courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's =s expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership;
(xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Services Agreement
Development Services. (a) The Developer shall oversee the development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) Partners on behalf of the Partnership.
(b) The Developer's Developers services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs of this Section 2(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefortherefore, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on approved by the Partnership unless the terms, conditions, and parties comply with guidelines issued by the General Partners concerning such agreements;
(ii) Assist the Partnership in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development of the Apartment Complex;
(iii) Assist the Partnership in identifying sources of construction financing for the Apartment Complex and negotiate the terms of such financing with lenders;
(iv) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;selection
(E) the review and submission to the Partnership for approval of all requests for payments under any architectural agreement, general contractor's contractors agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the Partnership;
(J) keeping the Partnership fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the Partnership;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, and as the attorney fact for, the Partnership, any notices of completion required or permitted to be filed upon the completion of any improvements and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction of the Apartment Complex, and in addition to verify that the same is being carried out substantially in accordance with the plans and specifications approved by the Partnership or, in the event that the same is not being so carried out, to promptly so notify the Partnership;
(vii) If requested to do so by the Partnership, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the Partnership, prepare and distribute to the Partnership a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the Partnership, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex;
(ix) Assist the Partnership in obtaining and maintaining insurance coverage for the Apartment Complex, the Partnership and its employees during the development phase of the Apartment Complex in accordance with an insurance schedule approved by the Partnership, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals by the Partnership;
(x) During the construction and development period of the Apartment Complex, comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter called laws) of all Federal, state and municipal government courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's ’s expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans and specifications and the time schedules for such completion approved by the Partnership;
(xiv) At the direction of the Partnership, implement any decisions of the Partnership made in connection with the design, development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or, which are requested to be performed by the Partnership and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Services Agreement
Development Services. (a) The Developer has heretofore performed certain services relating to the development of the Apartment Complex and shall continue to oversee the construction and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed or shall perform the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing or consulting services for the Apartment Complex, and any agreements for the construction of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment ComplexCode as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lendersCode;
(iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or construction of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of subcontractors and suppliers;
(E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment Complex;
(G) applying for and the maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained for the lawful construction of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partner;
(J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making the Partnership's instructions, requirements, approvals and payments provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of the construction of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and or construction of the Apartment Complex, and in addition to verify that the same construction is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same construction] is not being so carried out, to promptly so notify the PartnershipGeneral Partner;
(vii) If requested to do so by the PartnershipGeneral Partner, perform on behalf of the Partnership all obligations of the Partnership with respect to the design and or construction of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such construction, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of the construction and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase construction of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partner;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessary, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partner;
(xiv) At the direction of the PartnershipGeneral Partner, implement any decisions of the Partnership General Partner made in connection with the design, construction and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are requested to be performed by the Partnership General Partner and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
Development Services. (a) The Developer has heretofore performed, or caused to be performed, certain services relating to the acquisition and development of the Apartment Complex and shall continue to oversee the rehabilitation and development and construction of the Apartment Complex, and shall perform the services and carry out the responsibilities with respect to the Apartment Complex as are set forth herein, and such additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities and are designated from time to time by the general partners of the Partnership (the General Partners) on behalf of the PartnershipPartner.
(b) The Developer's services shall be performed in the name and on behalf of the Partnership and shall consist of the duties set forth in the following subparagraphs (i)-(xv) below of this Section 2(b3(b) and as provided elsewhere in this Agreement; provided, however, that if the performance of any duty of the Developer set forth in this Agreement is beyond the reasonable control of the Developer, the Developer shall nonetheless be obligated to (i) use its best efforts to perform such duty and (ii) promptly notify the Partnership General Partner that the performance of such duty is beyond its reasonable control. The Developer has performed, caused to be performed or shall perform or cause to be performed the following:
(i) Negotiate and cause to be executed in the name and on behalf of the Partnership any agreements for architectural, engineering, testing testing, construction or legal or consulting services for the Apartment Complex, and any agreements for the construction rehabilitation of any improvements or tenant improvements to be constructed or installed by the Partnership or the furnishing of any supplies, materials, machinery or equipment therefor, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have on been approved by the Partnership General Partner unless the terms, conditions, and parties comply with guidelines issued by the General Partners Partner concerning such agreements;
(ii) Assist Advise the Partnership as to the steps necessary to qualify the Apartment Complex during the compliance period defined in dealing with neighborhood groups, local organizations, abutters and other parties interested in the development Section 42(i)(1) of the Apartment ComplexCode as a "qualified low-income housing project" under Section 42(g)(1) of the Code;
(iii) Assist the Partnership in identifying sources of construction financing preparing and processing an application for a low-income housing tax credit allocation for the Apartment Complex and negotiate under Section 42 of the terms of such financing with lendersCode;
(iv) Advise the Partnership as to federal, state and local subsidy programs available for the Apartment Complex;
(v) Establish and implement appropriate administrative and financial controls for the design and construction rehabilitation of the Apartment Complex, including but not limited to:
(A) coordination and administration of the Apartment Complex architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or rehabilitation of the Apartment Complex;
(B) administration of any construction contracts on behalf of the Partnership;
(C) participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction rehabilitation procedures;
(D) the rendering of advice and recommendations as to the selection procedures for and selection of general contractor, subcontractors and suppliers;
(E) the review and submission to the Partnership General Partner for approval of all requests for payments under any architectural agreement, general contractor's agreement, or any loan agreements with any lending institutions providing funds for the benefit of the Partnership for the design or construction rehabilitation of any improvements;
(F) the submission of any suggestions or requests for changes which could in any reasonable manner improve the design, efficiency or cost of the Apartment ComplexComplex and of which it becomes aware;
(G) applying for and maintaining in full force and effect any and all governmental permits and approvals required of the Partnership for the lawful construction rehabilitation of the Apartment Complex;
(H) compliance with all terms and conditions applicable to the Partnership or the Apartment Complex Contained contained in any governmental permit or approval required or obtained by the Partnership for the lawful construction rehabilitation of the Apartment Complex, or in any insurance policy affecting or covering the Apartment Complex, or in any surety bond obtained by the Partnership in connection with the Apartment Complex;
(I) furnishing such consultation and advice relating to the construction and development of the Apartment Complex as may be reasonably requested from time to time by the PartnershipGeneral Partner and which is within the Developer's area of expertise and experience;
(J) keeping the Partnership General Partner fully informed on a regular basis of the progress of the design and construction rehabilitation of the Apartment Complex, including the preparation of such reports as are provided for herein or as may reasonably be requested by the PartnershipGeneral Partner and which are of a nature generally requested or expected of construction managers or similar owner's representatives on similar projects;
(K) giving or making as agent or attorney-in- fact for the Partnership the Partnership's instructions, requirements, approvals and payments (out of Partnership funds) provided for in the agreements with the Apartment Complex architect, general contractor, and other contractors, professionals and consultants retained for the Apartment Complex; and
(L) at the Partnership's expense, filing on behalf of, of and as the attorney attorney-in-fact for, for the Partnership, Partnership any notices of completion required or permitted to be filed upon the completion of any improvements improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of dwelling units and other space in the Apartment Complex.
(v) Assist the Partnership in obtaining access to utilities and required zoning approvals;
(vi) Inspect the progress of the course of construction the rehabilitation of the Apartment Complex, including verification of the materials and labor being furnished to and on such construction rehabilitation so as to be fully competent to approve or disapprove requests for payment made by the Apartment Complex architect and the general contractor, or by any other parties with respect to the design and construction or rehabilitation of the Apartment Complex, and in addition to verify that the same rehabilitation is being carried out substantially in accordance with the plans Plans and specifications Specifications approved by the Partnership General Partner or, in the event that the same rehabilitation is not being so carried out, to promptly so notify the PartnershipGeneral Partner;
(vii) If requested to do so by the PartnershipGeneral Partner, perform or cause to be performed on behalf of the Partnership all obligations of the Partnership with respect to the design and construction or rehabilitation of the Apartment Complex contained in any loan agreement or security agreement entered into in connection with any construction or long-term financing for the Apartment Complex, or in any lease or rental agreement relating to space in the Apartment Complex, or in any agreement entered into with any governmental body or agency relating to the terms and conditions of such constructionrehabilitation, provided that copies of such agreements have been provided by the Partnership to the Developer or the Partnership has otherwise notified the Developer in writing of such obligations;
(viii) To the extent requested to do so by the PartnershipGeneral Partner, prepare and distribute to the Partnership General Partner a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than quarterly, other design or construction rehabilitation cost estimates as required by the PartnershipGeneral Partner, and financial accounting reports, including monthly progress reports on the quality, progress and cost of construction the rehabilitation and recommendations as to the drawing of funds from any loans arranged by the Partnership to cover the cost of design and construction rehabilitation of the Apartment Complex, or as to the providing of additional capital contributions should such loan funds for any reason be unavailable or inadequate;
(ix) Assist At the Partnership in obtaining Partnership's expense, obtain and maintaining maintain insurance coverage for the Apartment Complex, the Partnership Partnership, and the Developer and its employees during employees, at all times until final completion of the development phase rehabilitation of the Apartment Complex Complex, in accordance with an insurance schedule approved by the PartnershipGeneral Partner, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Property or the streets, passageways, curbs and vaults adjoining the Property. Such insurance shall be in a liability amount approvals approved by the PartnershipGeneral Partner;
(x) During the construction and development period of the Apartment Complex, comply Comply with all applicable present and future laws, ordinances, orders, rules, regulations and requirements (hereinafter in this subparagraph (x) called "laws") of all Federalfederal, state and municipal government governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters or Insurance Services Offices having jurisdiction in the county in which the Apartment Complex is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Partnership or the Apartment Complex, which may be applicable to the Apartment Complex or any part thereof. Any such compliance undertaken by the Developer on behalf of and in the name of the Partnership, in accordance with the provisions of this Agreement, shall be at the Partnership's expense. The Developer shall likewise ensure that all agreements between the Partnership and independent contractors performing work in connection with the Apartment Complex shall include the agreement of said independent contractors to comply with all such applicable laws;
(xi) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder. Without limiting the foregoing, the Developer will prepare, accumulate and furnish to the General Partners Partner and the appropriate governmental authorities, as necessaryand when requested, data and information sufficient to identify the market value of improvements in place as of each real property tax lien date, and will make application for appropriate exclusions from the capital costs of the Apartment Complex for purposes of real property ad valorem taxes;
(xii) Coordinate and administer the design and construction rehabilitation of all interior tenant improvements to the extent required under any leases or other occupancy agreements to be constructed or furnished by the Partnership with respect to the initial leasing of space in the Apartment Complex, whether involving building standard or non non-building standard work;
(xiii) Use its best efforts to accomplish cause the timely completion of the Apartment Complex in accordance with the approved plans Plans and specifications Specifications and the time schedules for such completion approved by the PartnershipGeneral Partner;
(xiv) At the direction of the PartnershipGeneral Partner, implement any decisions of the Partnership General Partner made in connection with the design, rehabilitation and development and construction of the Apartment Complex or any policies and procedures relating thereto, exclusive of leasing activities; and
(xv) Perform and administer , or cause to be performed or administered, any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement orAgreement, or which are reasonably requested to be performed by the Partnership General Partner and are within the general scope of the services described herein.
Appears in 1 contract
Samples: Development Agreement (Boston Capital Tax Credit Fund Iv Lp)
