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HomeMy WebLinkAboutC09-028 Riverview ApartmentsAGREEMENT OF LIMITED PARTNERSHIP OF RIVERVIEW APARTMENTS PRESERVATION LP THIS AGREEMENT OF LIMITED PARTNERSHIP (this "A~reement") is entered into as of February 2, 2009 by and between RIVERVIEW APARTMENTS PRESERVATION LLC, a Colorado limited liability company (the "General Partner"), and EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a body corporate and politic, by and through its Board of Commissioners (the "Limited Partner"), by which the parties form Riverview Apartments Preservation LP, a Colorado limited partnership (the "Partnership"). The General Partner and the Limited Partner are collectively referred to herein as the "Partners". The Partners hereby agree as follows: 1. Formation of Limited Partnership. (a) The parties hereto form the Partnership as a limited partnership under and pursuant to the Colorado Limited Partnership Act, C.R.S. Title 7, Article 64, Section 101 et seq., including amendments from time to time (the "Act"). (b) Concurrently with the execution of this Agreement, the General Partner shall execute, acknowledge and cause to be filed with the Colorado Secretary of State, a Certificate of Limited Partnership pursuant to the provisions of the Act. 2. Name of Partnership. The name of the Partnership shall be "Riverview Apartments Preservation LP", or such other name as may be selected by the General Partner. In the event the General Partner selects a new name for the Partnership, the General Partner shall cause notice of the new name to be given to the Partners and a revised Certificate of Limited Partnership shall be filed by the General Partner with the Colorado Secretary of State. 3. Principal Place of Business. The principal place of business of the Partnership shall be 500 Broadway, Eagle, CO 81631-0850, or such other place in the State of Colorado as the General Partner shall determine. 4. The Partners. (a) The name and address of the General Partner is as follows: Riverview Apartments Preservation LLC 500 Broadway Eagle, CO 81631-0850 (b) The name and address of the Limited Partner is as follows: Eagle County Housing and Development Authority 500 Broadway Eagle, CO 81631-0850 5. Term of the Partnership. The term of the Partnership shall commence as of the date that the Certificate of Limited Partnership is filed with the Colorado Secretary of State, and shall continue until the Partnership is dissolved by operation of law, mutual agreement of the Partners or judicial decree. 6. Purposes. (a) The primary purpose of the Partnership shall be to: (i) purchase certain real property located at 38969 Highway 6, Avon Colorado, 81620 (the "Real Property"); (ii) construct and rehabilitate upon the Real Property affordable rental housing and other appurtenant improvements (the "Project"); (iii) hold and operate the Project for investment and production of income; (iv) borrow, receive assistance, apply for and receive tax credits, grants, loans or other financing, enter into any agreements or contracts in pursuit of the foregoing; and (v) engage in any other business or activity which a limited partnership may carry on under the laws of the State of Colorado. (b) The Partnership may execute, deliver and perform all applications, agreements and contracts and other undertakings and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the foregoing purposes. 7. General Partner Powers. The General Partner shall have all powers permitted by the Act for a general partner of a Colorado limited partnership, in order to pursue the purposes and conduct the business of the Partnership. Such powers shall include, but not be limited to, the right to contract with the General Partner on behalf of the Partnership and to reimburse the General Partner for expenses (not including capital contributions) incurred by it in connection with the business of the Partnership before or after the date of this Agreement. 8. Transferability. The interests of the Limited Partner in the Partnership may not be transferred without the prior written consent of the General Partner, which consent may be withheld in the sole discretion of the General Partner. 9. Capital Contributions. (a) The initial capital contribution obligations of the Partners shall be made and allocated as follows: General Partner $99.00 Limited Partner $1.00 (b) Additional capital contributions shall be made at the times and in such amounts as shall be mutually agreed upon by the Partners. 10. Income, Profits and Losses. Income, profits and losses of the Partnership shall be allocated as follows: General Partner 99°Io Limited Partner 1 °Io 1 1. Distribution of Cash and Other Property. Any distributions of cash or other property from the Partnership to the Partners as a distribution of the profits of the Partnership shall be made in the percentages set forth in Paragraph 10. Any such distributions in return of capital contributions shall be made in proportion to unreturned capital contributions. Distributions shall first be made in return of capital contributions. 12. Accounting Method. The Partnership shall keep its books on an accrual basis in accordance with tax accounting principles. 13. Withdrawal of the Limited Partner. The Limited Partner acknowledges and agrees that the General Partner intends to finance the development of the Real Property, in part, from capital contributions to be received by the Partnership from an investor limited partner that will acquire a limited partnership interest in the Partnership in exchange for such capital contributions. The Limited Partner shall withdraw from the Partnership at such time that such investor is admitted as a limited partner of the Partnership and shall release all claims against the Partnership and the Partners at the time of such withdrawal. 14. Amendment of the Partnership Agreement. This Agreement may be amended, in whole or in part, upon the written consent of both Partners. 15. Governing Law. This Agreement, and the rights of the Partners hereunder, shall be governed by and constructed in accordance with the laws of the State of Colorado. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. GENERAL PARTNER: RIVERVIEW APARTMENTS PRESERVATION LLC, a Colorado limited liability company B B LIMITED PARTNER: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a body corporate and politic, by and through its Board of Commissioners By: Formation Limited Partnership Agreement -Riverview (00186652-4) By: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, a body corporate and politic, by and through its