BOSTON CAPITAL TAX CREDIT FUND IV L.P.
_______________________________________
CERTIFICATION AND AGREEMENT
for
XXXX LIMITED PARTNERSHIP
_______________________________________
CERTIFICATION AND AGREEMENT made as of February 25, 1997, by
Xxxx
Limited Partnership, a Connecticut limited partnership (the "Operating
Partnership"); Xxxx Village of Massachusetts LLC, a Connecticut limited
liability company (the "Operating General Partner"); for the benefit of
BOSTON
CAPITAL TAX CREDIT FUND IV L.P., a Delaware limited partnership (the
"Investment Partnership"), BCTC 94, Inc., a Delaware corporation (the
"Special
Limited Partner"), Xxxxxxxx, Xxxxx & Xxxxxx, Xxxxxxx & Xxxxx, Tobin,
Carberry,
X'Xxxxxx, Xxxxx & Xxxxxxxx, PC and certain other persons or entities
described
herein. The Investment Partnership and the Special Limited Partner
shall
hereinafter be referred to as the "Limited Partners";
WHEREAS, the Operating Partnership proposes to admit the Limited
Partners as the additional limited partners thereof pursuant to the
Amended
and Restated Agreement of Limited Partnership of the Operating
Partnership
dated as of February __, 1997 (the "Operating Partnership Agreement"),
in
accordance with which the Special Limited Partner will make a capital
contribution of $10 to the Operating Partnership and the Investment
Partnership will make certain capital contributions to the Operating
Partnership;
WHEREAS, the Limited Partners have relied upon certain information
and
representations described herein in evaluating the merits of investment
by the
Limited Partners in the Operating Partnership;
WHEREAS, Xxxxxxxx, Xxxxx & Xxxxxx, as counsel for the Limited
Partners,
will rely upon such information and representations in connection with
its
delivery of certain opinions with respect to this transaction; and
WHEREAS, Peabody & Xxxxx and Tobin, Carberry, X'Xxxxxx, Xxxxx &
Xxxxxxxx, PC, as counsel for the Operating Partnership and the Operating
General Partner, will rely upon such information and representations in
connection with its delivery of certain opinions with respect to this
transaction.
NOW, THEREFORE, to induce the Limited Partners to enter into the
Operating Partnership Agreement and become the limited partners of the
Operating Partnership, and for $1.00 and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the
Operating Partnership and the Operating General Partner hereby agree as
follows for the benefit of the Limited Partners, Xxxxxxxx, Xxxxx &
Xxxxxx,
Xxxxxxx & Xxxxx, Tobin, Carberry, X'Xxxxxx, Xxxxx & Xxxxxxxx, PC and
certain
other persons hereinafter described.
1. Representations, Warranties and Covenants of the Operating
Partnership
and the Operating General Partner
The Operating Partnership and the Operating General Partner
jointly and
severally represent, warrant and certify to the Limited Partners,
Xxxxxxxx,
Xxxxx & Xxxxxx, Xxxxxxx & Xxxxx and Tobin, Carberry, X'Xxxxxx, Xxxxx &
Xxxxxxxx, PC, that, with respect to the Operating Partnership, as of the
date
hereof:
1.01 The Operating Partnership is duly organized and in
good
standing as a limited partnership pursuant to the laws of the state of
its
formation with full power and authority to own the 46-unit rental
housing
project located in Waterbury, Connecticut known as Xxxx Village
Apartments
(the "Apartment Complex") and conduct its business; the Operating
Partnership
and the Operating General Partner have the power and authority to enter
into
and perform this Certification and Agreement; the execution and delivery
of
this Certification and Agreement by the Operating Partnership and the
Operating General Partner has been duly and validly authorized by all
necessary action; the execution and delivery of this Certification and
Agreement, the fulfillment of its terms and consummation of the
transactions
contemplated hereunder do not and will not conflict with or result in a
violation, breach or termination of or constitute a default under (or
would
not result in such a conflict, violation, breach, termination or default
with
the giving of notice or passage of time or both) any other agreement,
indenture or instrument by which the Operating Partnership or the
Operating
General Partner is bound or any law, regulation, judgment, decree or
order
applicable to the Operating Partnership or the Operating General Partner
or
any of their respective properties; this Certification and Agreement
constitutes the valid and binding agreement of the Operating Partnership
and
the Operating General Partner, enforceable against each of them in
accordance
with its terms.
1.02 All factual information, including without limitation
the
information set forth in Exhibit A hereto, provided to the Limited
Partners or
their affiliates either in writing or orally, did not, at the time
given, and
does not, on the date hereof, contain any untrue statement of a material
fact
or omit to state a material fact required to be stated therein or
necessary to
make the statements therein not misleading in light of the circumstances
under
which they are made. The Operating General Partner has also delivered
to the
Limited Partners or their affiliates all documents and other information
which
has been requested by such parties. Since the date of the financial
statements for the Operating General Partner previously delivered, there
has
been no material adverse change in the financial position of the
Operating
General Partner. The estimates of occupancy rates, operating expenses
and tax
credits set forth on Exhibit A are reasonable in light of the knowledge
and
experience of the Operating General Partner.
1.03 As of the date hereof, each of the representations
contained in Exhibit B attached hereto is true, accurate and complete as
to
both the Operating Partnership and the Operating General Partner and as
to any
of its affiliates, any of its predecessors and its affiliates'
predecessors,
any of its directors, officers, general partners and/or beneficial
owners of
ten percent (10%) or more of any class of its equity securities
(beneficial
ownership meaning the power to vote or direct the vote and/or the power
to
dispose or direct the disposition of such securities), as the case may
be, and
any promoters presently connected with it in any capacity.
1.04 Each of the representations and warranties contained in
the Operating Partnership Agreement is true and correct as of the date
hereof.
1.05 Each of the covenants and agreements of the Operating
Partnership and the Operating General Partner contained in the Operating
Partnership Agreement has been duly performed to the extent that
performance
of any covenant or agreement is required on or prior to the date hereof.
1.06 All conditions to admission of the Limited Partners as
limited partners of the Operating Partnership contained in the Operating
Partnership Agreement have been satisfied.
1.07 No default has occurred and is continuing under the
Operating Partnership Agreement or any of the Project Documents (as such
term
is defined in the Operating Partnership Agreement) for the Operating
Partnership.
1.08 The Operating General Partner agrees to take all actions
necessary to claim the Projected Credit, including, without limitation,
the
filing of Form 8609 with the Internal Revenue Service.
1.09 No person or entity other than the Operating Partnership
holds any equity interest in the Apartment Complex.
1.10 The Operating Partnership has the sole responsibility to
pay all maintenance and operating costs, including all taxes levied and
all
insurance costs, attributable to the Apartment Complex.
1.11 The Operating Partnership, except to the extent it is
protected by insurance and excluding any risk borne by lenders, bears
the sole
risk of loss if the Apartment Complex is destroyed or condemned or there
is a
diminution in the value of the Apartment Complex.
1.12 No person or entity except the Operating Partnership
has
the right to any proceeds, after payment of all indebtedness, from the
sale,
refinancing, or leasing of the Apartment Complex.
1.13 Except as previously disclosed to the Special Limited
Partner, the Operating General Partner is not related in any manner to
either
of the Limited Partners, nor is the Operating General Partner acting as
an
agent of the Limited Partners.
1.14 To the best of the undersigned's knowledge after due
inquiry, and excepts as may have been disclosed in that certain report
entitled "Environmental Site Assessment and Limited Environmental
Compliance
Review" by GZA GeoEnvironmental, Inc. of Vernon, Connecticut, dated
February
1997, the Apartment Complex does not contain in a level above that
deemed safe
by all applicable governmental agencies, any substance known to be
hazardous,
such as hazardous waste, lead-based paint, asbestos, methane gas, urea
formaldehyde insulation, oil, toxic substances, underground storage
tanks,
polychlorinated biphenals (PCBs), and radon; the Apartment Complex is
not
affected by the presence of oil, toxic substances, or other pollutants
that
could be a detriment to the Apartment Complex nor is the Operating
Partnership
in violation of any local, state, or federal law or regulation; and no
violation of the Clean Air Act, Clean Water Act, Resource Conservation
and
Recovery Act, Toxic Substance Control Act, Safe Drinking Water Control
Act,
Comprehensive Environmental Resource Compensation and Liability Act, or
Occupational Safety and Health Act has occurred or is continuing.
Neither the
Operating Partnership, nor the Operating General Partner have received
any
notice from any source whatsoever of the existence of any such hazardous
condition relating to the Apartment Complex or of any violation of any
local,
state or federal law or regulation with respect to the Apartment
Complex.
1.15 To the best of the undersigned's knowledge, based on
that
certain real estate appraisal prepared by Italia & Xxxx, Inc. dated May
7,
1997 and based upon the level of permanent debt financing for the
Project,
there is a reasonable expectation that the fair market value of the
Operating
Partnership's building(s) at the end of each year will be greater than
the
total amount of the Operating Partnership's liabilities, including
accrued
interest on such liabilities.
1.16 [Intentionally Omitted].
1.17 First Atlantic Housing, Inc., a Massachusetts
corporation, BCP Connecticut Limited partnership, a Massachusetts
limited
partnership and American Housing Preservation Corporation, a Maine
corporation
are the sole members of the Operating General Partner. If any member or
other
affiliate of the Operating General Partner is a tax-exempt entity and
either
of such Operating General Partner is a "controlled entity" in relation
to such
tax-exempt entity, a timely election will be made under Code Section
168(h)(6)(F) so that no portion of the Apartment Complex will be treated
as
"tax exempt use property" as defined in Code Section 168(h).
1.18 All representations made by the Operating General
Partner
in the Operating Partnership Agreement are incorporated herein by
reference
and are confirmed.
1.19 There is a reasonable expectation that the Operating
Partnership will be able to repay, as due, the principal and interest on
the
projected loans to the Operating Partnership based on the projected
value of
the Operating Partnership's property and building(s).
1.20 An Extended Use Commitment (as defined in the
Operating
Partnership Agreement) within the meaning of Code Section 42(h)(6) will
be in
effect and recorded in the appropriate land evidence records with
respect to
the building(s) in the Apartment Complex not later than the end of the
taxable
year in which any Tax Credit is taken with respect to any building. If
not in
effect as of the date hereof, the Operating General Partner agree (i) to
deliver a valid and binding Extended Use Agreement and evidence that it
has
been recorded no later than the end of the first taxable year in which
any Tax
Credit is taken with regarding to any building and (ii) to ensure that
all
Partnership lenders subordinate their mortgage liens on the Apartment
Complex
to the Extended Use Agreement at the time it is recorded.
1.21 The amounts payable in development and property
management fees to the Operating General Partner and its affiliates are
fair
in light of the value and magnitude of the services rendered in
consideration
for such fees, and the services performed in consideration for the
development
fees relate solely to the acquisition or construction of the Apartment
Complex.
1.22 The Mortgage Loans (other than the Preservation Loan)
are
being financed through the issuance of tax-exempt bonds, the interest on
which
is exempt under Section 103 of the Code; the bonds are taken into
account
under Section 146 of the Code; and the principal payments on the
Mortgage
Loans (other than the Preservation Loan) will be applied within a
reasonable
period to redeem the bonds, the proceeds of which were used to provide
the
Mortgage Loans (other than the Preservation Loan).
1.23 The Low-Income Housing Tax Credits allocated to the
Apartment Complex will not exceed the amount the Agency determines is
necessary for the financial feasibility of the Apartment Complex and its
viability as a qualified low-income housing project throughout the
credit
period.
1.24 To the best of the Operating General Partner's
knowledge,
the proposed operations of the Apartment Complex and the Partnership
satisfy
the requirements of Connecticut's Qualified Allocation Plan, including
any
specific targeting, set-asides or other factors upon which the
Connecticut
Housing Finance Authority based its determination that the proposed
operations
of the Apartment Complex and the Partnership satisfy the Qualified
Allocation
Plan.
1.25 The Operating Partnership has elected pursuant to Code
Section 42 to lock in the applicable Tax Credit rate prior to placement
in
service of each building.
1.26 [Intentionally Omitted].
1.27 The Operating General Partner will not reduce its
aggregate interest, as Operating General Partner, in the Partnership
below 1%
of all material items of the Partnership income, gain, loss, deduction,
and
credit. The 1% interest will be calculated without regard to any
limited
partner interest or interests in the Partnership that the Operating
General
Partner have or may obtain.
1.28 The Operating General Partner and any entity that is
related to the Operating General Partner or to the Operating Partnership
and
that receives a fee from the Operating Partnership, directly or
indirectly, is
on the accrual method of accounting for tax purposes. If any fee
received by
the Operating General Partner is treated as a guaranteed payment under
Section
707(c) of the Code, the Operating General Partner will recognize such
fee as
income at the time such fee is accrued by the Operating Partnership.
1.29 The Operating General Partner will be actively
involved
in the management and operation of the Operating Partnership, will
devote
substantial and continuing attention to the activities of the Operating
Partnership, and will provide substantial services to the Operating
Partnership.
1.30 The development and leasing activity in which the
Operating Partnership will engage will not contain personal or
recreational
benefit for the partners of the Operating Partnership.
1.31 The Operating Partnership will keep active records and
carry out the proposed activity in a manner consistent with profitable
businesses in the same activity.
1.32 The Operating Partnership will have an objective to
carry
on businesses for profit and divide the gains therefrom.
1.33 The Operating Partnership may earn a profit, including
profit from appreciation in the value of the Apartment Complex.
1.34 The Mortgage Loans and all other debt financing of the
Apartment Complex require the noncontingent repayment of principal on or
before a fixed maturity date, and will be considered and treated as a
loan by
the Lenders.
1.35 None of the Operating Partnership's Lenders is a party
from whom the Operating Partnership acquired any portion of the
Apartment
Complex, and none of the financing was issued in exchange for any
portion of
the Apartment Complex. None of the Operating Partnership's Lenders will
receive a fee with respect to the Operating Partnership's investment in
the
Apartment.
1.36 Following is a description of any and all existing or
proposed financing of the Apartment Complex that involves any direct or
indirect grant or federal subsidy (including, without limitation,
federal
grants, below-market interest rate loans, and tax-exempt bonds): the
Connecticut Housing Finance Authority is making the Mortgage Loans,
which are
being funded by the issuance of Connecticut's 1996 Multi-Family Housing
Revenue Bonds.
1.37 The Project will not receive moderate rehabilitation
assistance under Section 8(e)(2) of the United States Housing Act of
1937
(unless pursuant to the Xxxxxxx X. XxXxxxxx Homeless Assistance Act of
1988).
1.38 If the Apartment Complex is a scattered site project
within the meaning of Code Section 42, 100% of the rental units in the
Apartment Complex will be rent-restricted within the meaning of Code
Section
42.
1.39 All Units in the Apartment Complex are to be of equal
quality and all Apartment Complex amenities are to be made available to
all
tenants on a comparable basis without separate fees except for one unit
in
which the on-site manager shall reside.
1.40 There will be no direct or indirect personal liability
of
the Operating Partnership or of any of the Partners for the repayment of
the
principal of and payment of interest on the Mortgage Loans, and the sole
recourse of the Lender under the Mortgage Loans, with respect to the
principal
thereof and interest thereon, shall be to the property securing the
indebtedness.
1.41 All representations and disclosures made by the
Operating
General Partner to the Agency with respect to the Project and the
Partnership
in connection with the Low Income Housing Tax Credit Allocation
Application
remain true and correct on the date hereof and the Partnership has
complied
with all conditions to the allocation of Tax Credits imposed by the
Agency.
1.42 At least 50% of the aggregate basis of the Land and
buildings comprising the Apartment Complex will be financed by the
Mortgage
Loans.
2. Indemnification
2.01 The Operating General Partner (for purposes of this
Section 2.01, the "Indemnifying Parties" or, individually, an
"Indemnifying
Party") agrees to indemnify and hold harmless the Limited Partners (for
purposes of this Section 2.01, the "Indemnified Parties" or,
individually, an
"Indemnified Party") and each officer, director, employee and person, if
any,
who controls any Indemnified Party against any losses, claims, damages
or
liabilities (collectively, "Liabilities"), joint or several, to which
any
Indemnified Party or such officer, director, employee or controlling
person
may become subject, insofar as such Liabilities or actions in respect
thereof
arise out of or are based upon (i) a breach by such Indemnifying Party
of any
of its representations, warranties or covenants to such Indemnified
Party or
any such of its officers, directors, employees or controlling persons
under
this Certification and Agreement or (ii) liability in connection with
the Land
and/or the Apartment Complex, as each term is defined in the Operating
Partnership Agreement, under any statute, regulation, ordinance, or
other
provision of federal, state, or local law or any civil action pertaining
to
the protection of the environment or otherwise pertaining to public
health or
employee health and safety, including, without limitation, protection
from
hazardous waste, lead-based paint, methane gas, urea formaldehyde
insulation,
oil, toxic substance, underground storage tanks, polychlorinated
biphenals
(PCBs), and radon; and to reimburse each such Indemnified Party and each
such
officer, director, employee or controlling person for any legal or other
expenses reasonably incurred by it or them in connection with defending
against any such Liability or action; provided, however, that the
Indemnifying
Party shall not be required to indemnify any Indemnified Party or any
such
officer, director, employee or controlling person for any payment made
to any
claimant in settlement of any Liability or action unless such payment is
approved by the Indemnifying Party or by a court having jurisdiction of
the
controversy. This indemnity agreement shall remain in full force and
effect
notwithstanding any investigation made by any party hereto, shall
survive the
termination of any agreement which refers to this indemnity and shall be
in
addition to any liability which the Indemnifying Party may otherwise
have.
2.02 No Indemnifying Party shall be liable under the
indemnity
agreements contained in Section 2.01 unless the Indemnified Party shall
have
notified the Indemnifying Party in writing within forty-five (45)
business
days after the summons or other first legal process giving information
of the
nature of the claim shall have been served upon the Indemnified Party or
any
such of its officers, directors, employees or controlling persons, but
failure
to notify an Indemnifying Party of any such claim shall not relieve it
from
any liability which it may have to the Indemnified Party or any such of
its
officers, directors, employees or controlling persons against whom
action is
brought otherwise than on account of its indemnity agreement contained
in
Section 2.01. In case any action is brought against any Indemnified
Party or
any such of its officers, directors, employees or controlling persons
upon any
such claim, and it notifies the Indemnifying Party of the commencement
thereof
as aforesaid, the Indemnifying Party shall be entitled to participate at
its
own expense in the defense, or, if it so elects, in accordance with
arrangements satisfactory to any other Indemnifying Party or parties
similarly
notified, to assume the defense thereof, with counsel who shall be
reasonably
satisfactory to such Indemnified Party or any such of its officers,
directors,
employees or controlling persons and any other Indemnified Parties who
are
defendants in such action; and after notice from the Indemnifying Party
to
such Indemnified Party or any such of its officers, directors, employees
or
controlling persons of its election so to assume the defense thereof and
the
retaining of such counsel by the Indemnifying Party, the Indemnifying
Party
shall not be liable to such Indemnified Party or any such of its
officers,
directors, employees or controlling persons for any legal or other
expenses
subsequently incurred by such Indemnified Party or any such of its
officers,
directors, employees or controlling persons in connection with the
defense
thereof.
3. Miscellaneous
3.01 This Certification and Agreement is made solely for
the
benefit of the Operating Partnership, the Operating General Partner,
Xxxxxxxx,
Xxxxx & Xxxxxx, Xxxxxxx & Xxxxx and Tobin, Carberry, X'Xxxxxx, Xxxxx &
Xxxxxxxx, PC, the Limited Partners (and, to the extent provided in
Section 2,
the officers, directors, partners, employees and controlling persons
referred
to therein), and their respective successors and assigns, and no other
person
shall acquire or have any right under or by virtue of this Agreement.
3.02 This Certification and Agreement may be executed
in
several counterparts, each of which shall be deemed to be an original,
all of
which together shall constitute one and the same instrument.
3.03 Terms used in this Certification and Agreement
but not
otherwise defined herein shall have the meanings given them in the
Operating
Partnership Agreement.
IN WITNESS WHEREOF, the undersigned have set their hands and seals
as of
the date first above written.
OPERATING PARTNERSHIP:
XXXX LIMITED PARTNERSHIP
By: XXXX VILLAGE OF MASSACHUSETTS
LLC, its General Partner
By: FIRST ATLANTIC HOUSING, INC., its Manager
By: /s/ Xxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx, Vice President
OPERATING GENERAL PARTNER:
XXXX VILLAGE OF MASSACHUSETTS LLC
By: FIRST ATLANTIC HOUSING, INC., its Manager
By: /s/ Xxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx, Vice President
Exhibit A
Xxxx Limited Partnership Fact Sheet
1. Sources and Uses of Funds
Sources of Funds
First Mortgage Loans: $1,670,000
Second Mortgage Loan $80,000
General Partner Equity $246,700
Limited Partner Equity $426,008
Application of Funds
Total Construction Cost $294,030
Soft Costs $1,909,732
Land $185,000
Development Fee $154,643
2. Financing
A. Lender: Connecticut Housing Finance Authority
(i) Mortgage Amount: $900,000
(ii) Interest Rate: 6.75%
(iii) Term: 7.33 years
B. Lender: Connecticut Housing Finance Authority
(i) Mortgage Amount: $770,000
(ii) Interest Rate: 7.75%
(iii) Term: 30 years
C. Preservation Loan
(i) Mortgage Amount: $80,000
(ii) Interest Rate: 6.%
(accrual)
30 years)
(iii) Term: 60 years
3. Construction and Permanent Junior Financing: N/A
4. Eligible Basis:
Acquisition Rehabilitation
$1,466,084 $370,970
5. Qualified Basis:
Acquisition Rehabilitation
$1,466,084 $370,970
6. GP Capital Contribution: $246,700
8. Rent-up Schedule: 100% April 1998
9. Projected Credit to the
Investment Partnership (99%):
A. for year 1 $44,375 (1998)
B. for year 2 through 10 $66,564
C. for year 11 $22,189
10. Total Projected Credit to the
Operating Partnership (100%):
A. for year 1 $44,823 (1998)
B. for years 2 through 10 $67,236
C. for year 11 $22,413
11. Tax Credit Approval:
A. Application:
1. Date: October, 1996
2. Credit Amount Requested: $72,466 Annually
B. Credit Reservation: N/A (Tax Exempt Bonds)
1. Date: N/A
2. Estimated Credit Amount Reserved:
C. Carryover Allocation: N/A
1. Date: N/A
2. Credit Amount Allocated: N/A
D. Credit Rate Lock-in Agreement
1. Date: 1/2/97
2. Rate locked-in: 3.66%
E. Form 8609
1. Date: To be Determined
2. Credit Amount Allocated: To be Determined
12. Apartment Complex:
A. Name: Xxxx Village
B. Address: 0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000
C. County: New Haven
D. Type of Project: Family
13. 1996 Area Median Income:3 person very low income $23,400
14. Type of Units:
Unit Basic Utility
Number Square Ft. Rent Allowance
1-Bedroom 8 550 $410 $24
2-Bedroom 30 810 $440 $26
3-Bedroom 8 1110 $550 $28
15. Difference between rents allowed
by FmHA and rents allowed under
the Rent Restriction Test: N/A
16. Rental Assistance:
Section 8
17.
(Projected) Annual Operating Expenses
(year 1):
$211,983
(including
Replacement
Reserve Funding
and Supplemental
Replacement
Reserve Accounts)
18. Replacement Reserve Account
A. Initial $23,000
B. Annual: $9,890
19. Supplemental Replacement Account:
A. Annual commencing in 1998: $6,210
20. Tenant Transition Fund:
(from proceeds of Installments)
A. Initial: $75,000
B. Annual: $10,000 (Last year of funding: 2003)
21. Amount of Annual Asset Management Fee
to Boston Capital Communications
Limited Partnership: $2,300
A. Guaranteed Portion of Asset Management Fee: $1, 000
22. Amount of Annual Incentive Partnership
Management Fee: $2,300
23. Amount of Total Depreciable
Basis Allocated to Personal
Property: To Be Determined
24. Completion Date: March, 1998
25. Total Capital Contribution of
Investment Partnership: $426,008
26. Schedule of Capital Contributions
First Installment:
$335,000
Second Installment
$45,000
Third Installment $20,000
Final Installment $6,008
27. Fees, Special Distributions and Other Items to be paid from
Capital
Contributions
A. Development Fee:
$154,643
(total fee)
$120,697
(deferred
portion)
B. Special Return of GP Capital N/A
28. Consulting Fee to Boston Capital N/A
Partners, Inc.
29. A. General Partner: Xxxx Village of Massachusetts LLC
Attn: Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx
Address: Xxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Telephone Number: (000) 000-0000
30. Developer: (Joint)
A. First Atlantic Housing, Inc.
Attn: Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Xxxxxxx
Address: Xxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Telephone Number: (000) 000-0000
B. American Housing, Inc.
000 Xxxxxx Xxxxxx
Xxxxx X
Xxxxxxxx, XX 00000
31. Ownership Interests Contribution Percentage
Interest
General Partner
$246,700
1.0%
Investment Partnership
$426,008
98.99%
Special Limited Partner
$10
0.01%
32. Management Agent: Xxxxxxxxx Management Co.
Attn:
Address: 000 Xxxxx Xxxxxx
Xxxxxxx, XX
Telephone Number: (000) 000-0000
Amount of Fee: 5%
33. Builder: Equity Builders, Inc.
Attn: Xxxx Xxxxxx
Address: 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Telephone Number: (000) 000-0000
Amount of Compensation: To be determined
Builder's Profit: To be determined
34. Subcontractor: N/A
Attn:
Address:
Telephone Number:
34. Architect: Latrobe/Archimage Architects
Attn: Xxxxxxx Xxxxxx
Address: 00 Xxxxxx Xxxxx, Xxxx, XX 00000
Telephone Number: (000) 000-0000
Amount of Fee:
36. Auditor: Xxxxxxx, Xxxxxx & Xxxxxxxxx
Attn:
Address:
Telephone Number:
37. Tax Return Preparer: Xxxxxxx, Xxxxxx & Xxxxxxxxx
Attn:
Address:
Telephone Number:
38. Federal Taxpayer ID Number: Applied for
39. State Housing Credit Agency: Connecticut Housing Finance
Authority
40. State Housing Agency LIHTC Project Number: To be determined
41. Operating Deficit Guaranty 3 years - $100,000 cap
42. Guarantor: First Atlantic Housing Inc.,
American Housing Preservation
& Xxxxxxx X. Liberty
cc: Boston Capital Communications Limited Partnership Accounting
Department
Exhibit B
Certificate of Operating Partnership and
Operating General Partner Re: Lack of Disqualifications
The Operating Partnership and its Operating General Partner (as
identified
on the Certification and Agreement to which this Certificate is attached
as
Exhibit B) hereby represent to you that none of (i) the Operating
Partnership,
(ii) any predecessor of the Operating Partnership, (iii) any of the
Operating
Partnership's affiliates ("affiliate" meaning a person that controls or
is
controlled by, or is under common control with, the Operating
Partnership), (iv)
any sponsor (meaning any person who (1) is directly or indirectly
instrumental
in organizing the Operating Partnership or (2) will directly or
indirectly
manage or participate in the management of the Operating Partnership or
(3) will
regularly perform, or select the person or entity who will regularly
perform,
the primary activities of the Operating Partnership), (v) any officer,
director,
principal or general partner of the Operating Partnership or of any
sponsor,
(vi) the officer, director, principal, promoter or general partner of
any
Operating General Partner, (vii) any beneficial owner of ten percent
(10%) or
more of any class of the equity securities of the Operating Partnership
or of
any sponsor (beneficial ownership meaning the power to vote or direct
the vote
and/or the power to dispose or direct the disposition of such
securities),
(viii) any promoter of the Operating Partnership (meaning any person
who, acting
alone or in conjunction with one or more other persons, directly or
indirectly
has taken, is taking or will take the initiative in founding and
organizing the
business of the Operating Partnership or any person who, in connection
with the
founding and organizing of the business or enterprise of the Operating
Partnership, directly or indirectly receives in consideration of
services or
property, or both services and property, ten percent (10%) or more of
any class
of securities of the Operating Partnership or ten percent (10%) or more
of the
proceeds from the sale of any class of such securities; provided,
however, a
person who receives such securities or proceeds either solely as
underwriting
commissions or solely in consideration of property shall not be deemed a
promoter if such person does not otherwise take part in founding and
organizing
the enterprise) presently connected with the Operating Partnership in
any
capacity:
(1) Has filed a registration statement which is the
subject of
any pending proceeding or examination under the securities laws of any
jurisdiction, or which is the subject of a any refusal order or stop
order
thereunder entered within five (5) years prior to the date hereof;
(2) Has been convicted of or pleaded nolo contendere to a
misdemeanor or felony or, within the last ten (10) years, been held
liable in a
civil action by final judgment of a court based upon conduct showing
moral
turpitude in connection with the offer, purchase or sale of any
security,
franchise or commodity (which term, for the purposes of this Certificate
shall
hereinafter include commodity futures contracts) or any other aspect of
the
securities or commodities business, or involving racketeering, the
making of a
false filing or a violation of Sections 1341, 1342 or 1343 of Title 18
of the
United States Code or arising out of the conduct of the business of an
issuer,
underwriter, broker, dealer, municipal securities dealer, or investment
adviser,
or involving theft, conversion, misappropriation, fraud, breach of
fiduciary
duty, deceit or intentional wrongdoing including, but not limited to,
forgery,
embezzlement, obtaining money under false pretenses, larceny fraudulent
conversion or misappropriation of property or conspiracy to defraud, or
which is
a crime involving moral turpitude, or within the last five (5) years of
a
misdemeanor or felony which is a criminal violation of statutes designed
to
protect consumers against unlawful practices involving insurance,
securities,
commodities, real estate, franchises, business opportunities, consumer
goods or
other goods and services;
(3) Is subject to (a) any administrative order, judgment
or
decree entered within five (5) years prior to the date hereof entered or
issued
by or procured from a state securities commission or administrator, the
Securities and Exchange Commission ("SEC"), the Commodities Futures
Trading
Commission or the U.S. Postal Service, or to (b) any administrative
order or
judgment, arising out of the conduct of the business of an underwriter,
broker,
dealer, municipal securities dealer, or investment adviser, or involving
deceit,
theft, fraud or fraudulent conduct, or breach of fiduciary duty, or
which is
based upon a state banking, insurance, real estate or securities law or
(c) has
been the subject of any administrative order, judgment or decree in any
state in
which fraud, deceit, or intentional wrongdoing, including, but not
limited to,
making untrue statements of material fact or omitting to state material
facts,
was found;
(4) Is subject to any pending proceeding in any
jurisdiction
relating to the exemption from registration of any security or offering,
or to
any order, judgment or decree in which registration violations were
found or
which prohibits, denies or revokes the use of any exemption from
registration in
connection with the offer, purchase or sale of securities, or to an SEC
censure
or other order based on a finding of false filing;
(5) Is subject to any order, judgment or decree of any
court or
regulatory authority of competent jurisdiction entered within five (5)
years
prior to the date hereof, temporarily, preliminarily or permanently
restraining
or enjoining such persons from engaging in or continuing any conduct or
practice
in connection with any aspect of the securities or commodities business
or
involving the making of any false filing or arising out of the conduct
of the
business of an underwriter, broker, dealer, municipal securities dealer,
or
investment adviser, or which restrains or en joins such person from
activities
subject to federal or state statutes designed to protect consumers
against
unlawful or deceptive practices involving insurance, banking,
commodities, real
estate, franchises, business opportunities, consumer goods and services,
or is
subject to a United States Postal Service false representation order
entered
within five (5) years prior to the date hereof, or is subject to a
temporary
restraining order or preliminary injunction with respect to conduct
alleged to
have violated Section 3005 of Title 39 of the United States Code;
(6) Is suspended or expelled from membership in, or
suspended or
barred from association with a member of, an exchange registered as a
national
securities exchange, an association registered as a national securities
association, or any self-regulatory organization registered pursuant to
the
Securities Exchange Act of 1934, or a Canadian securities exchange, or
association or self-regulatory organization operating under the
authority of the
Commodity Futures Trading Commission, or is subject to any currently
effective
order or order entered within the past five years of the SEC, the
Commodity
Futures Trading Commission or any state securities administrator denying
regis-
tration to, or revoking or suspending the registration of, such person
as a
broker-dealer, agent, futures commission merchant, commodity pool
operator,
commodity trading adviser or investment adviser or associated person of
any of
the foregoing, or prohibiting the transaction of business as a broker-
dealer or
agent;
(7) Has, in any application for registration or in any
report
required to be filed with, or in any proceeding before the SEC or any
state
securities commission or any regulatory authority willfully made or
caused to be
made any statement which was at the time and in the light of the
circumstances
under which it was made false or misleading with respect to any material
fact,
or has willfully omitted to state in any such application, report or
proceeding
any material fact which is required to be stated therein or necessary in
order
to make the statements made, in the light of the circumstances under
which they
are made, not misleading, or has willfully failed to make any required
amendment
to or supplement to such an application, report or statement in a timely
manner;
(8) Has willfully violated any provision of the Securities
Act
of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of
1939,
the Investment Advisers Act of 1940, the Investment Company Act of 1940,
the
Commodity Exchange Act of 1974 or the securities laws of any state, or
any
predecessor law, or of any rule or regulation under any of such
statutes;
(9) Has willfully aided, abetted, counseled, commanded,
induced
or procured the violation by any other person of any of the statutes or
rules or
regulations referred to in subsection (8) hereof;
(10) Has failed reasonably to supervise his agents, if he
is a
broker-dealer, or his employees, if he is an investment adviser, but no
person
shall be deemed to have failed in such supervision if there have been
established procedures, and a system for applying such procedures, which
would
reasonably be expected to prevent and detect, insofar as practicable,
any
violation of statutes, rules or orders described in subsection (8) and
if such
person has reasonably discharged the duties and obligations incumbent
upon him
by reason of such procedures and system without reasonable cause to
believe that
such procedures and system were not being complied with;
(11) Is subject to a currently effective state
administrative
order or judgment procured by a state securities administrator within
five (5)
years prior to the date hereof or is subject to a currently effective
United
States Postal Service fraud order or has engaged in dishonest or
unethical
practices in the securities business or has taken unfair advantage of a
customer
or is the subject of sanctions imposed by any state or federal
securities agency
or self-regulatory agency;
(12) Is insolvent, either in the sense that his liabilities
exceed his assets or in the sense that he cannot meet his obligations as
they
mature, or is in such financial condition that he cannot continue his
business
with safety to his customers, or has not sufficient financial
responsibility to
carry out the obligations incident to his operations or has been
adjudged a
bankrupt or made a general assignment for the benefit of creditors; or
(13) Is selling or has sold, or is offering or has offered
for
sale, in any state securities through any unregistered agent required to
be
registered under the Securities Act of the State or for any broker-
dealer or
issuer with knowledge that such broker-dealer or issuer had not or has
not
complied with the Securities Act of the State.
If the Operating Partnership is subject to the requirements of
Section 12,
14 or 15(d) of the Securities Exchange Act of 1934, then the Operating
Partnership has filed all reports required by those Sections to be filed
during
the twelve (12) calendar months preceding the date hereof (or for such
shorter
period that the Operating Partnership was required to file such
reports).
