PARTNERSHIP MANAGEMENT SERVICES AGREEMENT
THIS PARTNERSHIP MANAGEMENT SERVICES AGREEMENT is between
Lombard Partners, L.P., a Missouri limited partnership (the
"Partnership"), and Xxxxxxxxxx-Xxxxxx Properties, L.L.C., a
Kansas limited liability company (the "General Partner") and BCTC
94, Inc., a Massachusetts corporation (the "Special Limited
Partner").
WHEREAS, the General Partner, the Special Limited Partner,
and Boston Capital Tax Credit Fund IV, L.P., a Massachusetts
limited partnership (the "Investment Partnership") executed the
Lombard Partners, L.P. Amended and Restated Agreement of Limited
Partnership as of October 15, 1998 to, among other things, (i)
continue the Partnership; (ii) provide for the admission of the
Fund to the Partnership as a Limited Partner and the admission of
the Special Limited Partner to the Partnership as the Special
Limited Partner; (iii) reassign Partnership Interests; (iv)
provide for the withdrawal of the certain Limited Partners; and
(v) set forth all of the provisions governing the Partnership;
and
WHEREAS, the Partnership has been formed to acquire, own,
rehabilitate, maintain and operate a 24-unit multi-family rental
housing development intended for rental to individuals of low and
moderate income, known as Lombard Heights Apartments and located
in Springfield, Missouri (the "Apartment Complex"); and
WHEREAS, the Partnership desires that the General Partner
provide certain management services with respect to the business
of the Partnership for the period commencing as of the date
hereof and continuing throughout the term of the Partnership; and
WHEREAS, the Partnership and the Special Limited
Partnership wish to appoint a management agent to manage the
Apartment Complex on behalf of the Partnership.
NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises of the parties hereto, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. APPOINTMENTS. The Partnership hereby appoints the
General Partner to render certain services on behalf of the
Partnership during the term of the Partnership as herein
contemplated and the Special limited Partner hereby consents to
the appointment of Xxxxxxxxxx Management Company, as management
agent (the "Management Agent") for the Apartment Complex with
such management rights of the Management Agent being subject to
(i) the terms of the Management Agreement, dated October ___,
1998 by and between the Partnership and the Management agent (the
"Management Agreement"), (ii) the provisions of the Partnership
Agreement (including, but not limited to, Sections 8.05, 8.11,
8.14, 8.15, 8.16 and 11.03 thereof) and, (iii) the terms of this
Agreement.
2. AUTHORITY. In conformity with the provisions of the
Partnership Agreement, throughout the term of the Partnership,
the General Partner shall have the authority and the obligation
to:
(a) administer, manage and direct the business of
the Partnership, and take such further action as it may deem
necessary or desirable to further the interests of the
Partnership;
(b) monitor the day-to-day operations of the
Apartment Complex and make recommendations with respect thereto;
(c) investigate and make recommendations with
respect to the selection and conduct of relations with
consultants and technical advisors (including, without
limitation, accountants and other similar advisors, attorneys,
corporate fiduciaries, escrow agents, depositories, custodians,
agents for collection, insurers, insurance agents and banks) and
persons acting in any other capacity, in connection with the
Partnership;
(d) maintain appropriate books and records of the
Partnership in accordance with sound federal income tax
accounting principles, including information relating to the sale
by the General Partner or any Affiliate of goods or services to
the Partnership;
(e) be responsible for the safekeeping and use of
all funds and assets of the Partnership, including the
maintenance of bank accounts;
(f) prepare and provide, or cause to be prepared
and provided, all reports, tax returns, financial statements and
other information, in the form and at the times provided for in
Section 13.04 of the Partnership Agreement;
(g) as and to the extent provided in Section 13.04
of the Partnership Agreement, furnish or cause to be furnished to
the Partners copies of any and all financial reports that may be
requested by any party(ies) to any of the Project Documents or
any governmental agencies having jurisdiction;
(h) furnish or cause to be furnished to the Fund
all such information as the Fund may reasonably request from time
to time with respect to the financial and physical conditions of
the Apartment Complex and the financial and administrative
affairs of the Partnership; and
(i) provide office space, support staff and
administrative services as required by the Partnership.
3. FEES. For services to be performed under this
Agreement, the Partnership shall pay to the General Partner,
solely from the Cash Flow of the Partnership available for
distribution and in accordance with Section 11.03A of the
Partnership Agreement, an annual Incentive Partnership Management
Fee. Such fee shall be in accordance with the provisions of the
Project Documents, and shall be in an amount equal to $1,800 per
year commencing in 1999, if available, out of Cash Flow in
accordance with Section 11.03A of the Partnership Agreement.
4. WITHHOLDING OF FEE PAYMENTS. In the event that (a)
the General Partner or any successor General Partner shall not
have substantially complied with any material provisions under
this Agreement or the Partnership Agreement, or (b) any financing
commitment of any lender of the Partnership, or any agreement
entered into by the Partnership for financing related to the
Apartment Complex, shall have terminated prior to their
respective termination date(s), or (c) foreclosure proceedings
shall have been commenced against the Apartment Complex, then (i)
the General Partner shall be in default under this Agreement and
the Partnership Agreement, and the Partnership shall withhold
payment of any installment of the Incentive Partnership
Management Fee payable pursuant to Section 3 of this Agreement
and Section 8.11 of the Partnership Agreement.
All amounts so withheld by the Partnership under this
Section 4 or Section 8.12 of the Partnership Agreement shall be
promptly released only after the General Partner has cured the
default justifying the withholding, as demonstrated by evidence
reasonably acceptable to the Special Limited Partner.
5. ASSIGNMENT OF FEES. The General Partner shall not
assign, pledge or otherwise encumber, for security or otherwise,
the payments of the Incentive Partnership Management Fee set
forth above to be made by the Partnership, or any portion(s)
thereof or any of its respective right(s) thereto, without prior
written notice and the written consent of the Special Limited
Partner.
6. SUCCESSORS AND ASSIGNS; TERMINATION. This Agreement
shall be binding on the parties hereto, their heirs, successors
and assigns. However, this Agreement may not be assigned by any
party without the consent of the Special Limited Partner, nor may
it be terminated without the consent of the Special Limited
Partner. In the event that (a) the Interest of a General Partner
as General Partner is converted, transferred or reduced pursuant
to Section 6.03 of the Partnership Agreement, or (b) the General
Partner or its successor(s) is removed from the Partnership
pursuant to Section 8.13 of the Partnership Agreement, any
further payment of fees from the Partnership pursuant to Section
3 above shall be governed by such Sections 6.03 and 8.13, as
appropriate.
7. DEFINED TERMS. Capitalized terms used in this
Agreement and not specifically defined herein shall have the same
meanings assigned to them as in the Partnership Agreement.
8. SEPARABILITY OF PROVISIONS. Each provision of this
Agreement shall be considered separable and if for any reason any
provision which is not essential to the effectuation of the basic
purposes of this Agreement is determined to be invalid and
contrary to any existing or future law, such invalidity shall not
impair the operation of or affect those provisions of this
Agreement which are valid.
9. NO CONTINUING WAIVER. The waiver by any party of
any breach of this Agreement shall not operate or be construed to
be a waiver of any subsequent breach.
10. APPLICABLE LAW. This Agreement shall be construed
and enforced in accordance with the laws of the State of
Missouri.
IN WITNESS WHEREOF, the parties have caused this Partnership
Management Services Agreement to be duly executed as of October
___, 1998.
GENERAL PARTNER:
LOMBARD PARTNERS, X.X.
Xxxxxxxxxx-Xxxxxx Properties, L.L.C.
____________________ By: /s/ Xxxxxx X. Xxxxxxxxxx
Witness Xxxxxx X. Xxxxxxxxxx, Manager
INVESTMENT PARTNERSHIP:
BOSTON CAPITAL TAX CREDIT
FUND IV, L.P.
By: Boston Capital Associates IV, L.P.,
its General Partner
By: C & M Associates
d/b/a Boston Capital
Associates,
its General Partner
____________________________ By: /s/ Xxxxxx Xxxx Xxx
Witness Xxxxxx Xxxx Xxx, Attorney in
fact for Xxxx X. Xxxxxxx,
General Partner
SPECIAL LIMITED PARTNER:
BCTC 94, Inc.
____________________________ By:_________________________
Witness Xxxxxx Xxxx Xxx, Attorney in
fact for Xxxx X. Xxxxxxx,
President
