LAST UPDATED 08/15/19

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STATEMENT OF PARTNERSHIP PRINCIPLES

This Statement of Partnership Principles dated as of April 8,1997 (this "Agreement") entered into between the Mandela Residents Cooperative Association, Inc., a Massachusetts non-profit corporation ("MRCA") and Beacon Residential Properties Limited Partnership, a Massachusetts limited partnership ("Beacon").

Whereas, Mandela is a housing development located in the Roxbury section of Boston ("Mandela");
Whereas, MRCA is the duly elected resident association at Mandela;

Whereas, the owner of Mandela filed for bankruptcy one day before the scheduled foreclosure sale in January 1996;

Whereas, the Bankruptcy Court has appointed a Chapter 11 Trustee and the Trustee has
requested that bidders submit a plan of reorganization for the redevelopment of Mandela;

Whereas, MRCA has requested that Beacon agree to work in close association with MRCA in order to develop a reorganization plan for the redevelopment of Mandela which can be submitted to the Bankruptcy Court;

Whereas, MRCA and Beacon (each party being hereinafter referred to as a "Partner" and collectively as the "Partners") wish to set forth in this Agreement the principles which will govern the partnership relationship between the two parties both at this time and after the acquisition of Mandela (the "Partnership");

Whereas, MRCA and Beacon will serve as general partners in the Partnership and will endeavor to syndicate the limited partner interests to a tax credit investor at the time of the acquisition of Mandela;

Now, therefore, the Partners agree as follows:

1. Goals of the Partners.
Among the joint goals of the MRCA and Beacon are the following:

(1) to acquire, rehabilitate and operate Mandela as a physically sound and fiscally stable residential community;

(2) to create a management structure for Mandela that assures that management is undertaken with the best interests of the residents in mind;

(3) to create financial resources and an ownership . structure which will provide opportunity to the MRCA to acquire control of Mandela in the manner set forth in this Agreement; and

(4) to enable Beacon are to achieve reasonable profit through the provision of development and management services.
EXHIBIT 3
y

2. Partnership Board

A. The Partnership shall be governed by a four person partnership board (the "Partnership Board"), two persons to be designated by each Partner. MRCA's appointees initially shall consist of the President ofMRCA and the Secretary ofMRCA. As of the date of the execution of this Agreement, said appointees are, respectively, Rotimi Abu and Glen Hall. Beacon's appointees shall consist of the President and the General Counsel of Beacon. As of the date of the execution of this Agreement, said appointees are, respectively, Howard E. Cohen and Kathleen M. Sheehan. Each Partner may designate two alternates to serve on the Partnership
Board in lieu of any absent member. MRCA hereby designates
_____________________ as its alternates and Beacon designates Pamela Goodman and Michael Phillips as its alternates. Attendance at all Partnership Board meetings shall be in person or by telephone. The Partnership Board shall establish regularly scheduled meetings to discuss pending matters. During the predevelopment and redevelopment periods, such meetings shall be held no less than every two weeks.

B. The Partners shall agree to make a good faith effort to achieve consensus regarding all material issues brought before the Partnership Board. In the event a vote is taken, each Partner shall have one vote and the affirmative vote of both Partners shall be required to approve a decision. Said votes shall be cast (a) on behalf of MRCA by its President or his/her designee; and

(b) on behalf of Beacon by its President or his/her designee. It is understood that the individual casting each vote may have to obtain the authorization of its governing body prior
to casting said vote.

3. Decision-making.

A. The Partners shall have shared decision-making on all matters except as otherwise specifically set forth in this Agreement. The Partners recognize that the term "matters" in the preceding sentence shall not be deemed to include decisions which are made by professional staff on a day-to-day basis which are necessary for the orderly operation of any business endeavor. On a regular basis, staff performance shall be discussed and reviewed by the Partners. At the request of either Partner, particular staff decisions may be subject to review and discussion by the Partnership Board.

B. Beacon will be providing all required financial resources, capitalization requirements and guarantees (on customary terms and conditions and in accordance with industry norms for for-profit developers working in partnership with resident organizations) reasonably required to induce the debt and equity investment anticipated for the redevelopment of Mandela. As a result, the Partners agree that, after presentation to the Partnership Board and an attempt to reach consensus as set forth in Section 2, Beacon shall have final determination on the terms of all financial guarantees to be provided by Beacon, the annual operating budget for Mandela, as we.11 as any actions of the Partnership which, in the reasonable judgment of Beacon, will materially affect the financial guarantees of Beacon, or any of its affiliates, which are then
outstanding.

4. Option to Acquire the Beacon Partnership Interests. After five years of successful operations of the redeveloped Mandela, MRCA shall have. the option to acquire all of the interests of Beacon in the Partnership for One Dollar ($1.00); provided, however, that this option shall not be exercisable until Beacon and/or its affiliates have been released from all guarantees, fee holdbacks and escrow arrangements or other similar financial commitments approved by the Partnership. The Partners assume that the tax credit compliance guaranties will need to be assumed by MRCA after any buy-out of Beacon. The Partners shall structure a financial package of debt and equity sources which will provide that all financial guarantees will be released at the earliest possible date. Any buy-out shall be structured to minimize the tax impact on Beacon.

5. Management and Operational Issues.

A. The Partners agree that all rights and responsibilities for management and operational issues, except those matters set forth below, shall be delegated to Beacon Residential Management Limited Partnership, an affiliate of Beacon, as the management agent for the Development (the "Management Agent"). The Management Agent shall be entitled to receive a reasonable and customary management fee for the provision of traditional management agent services. The management contract shall require the Management Agent to hire as many qualified residents as possible to fill management and maintenance positions at Mandela, and will include the provision of on-the-job training programs to facilitate residents obtaining the necessary qualifications for such employment. The management contract shall have a term that is co-terminus with the low income housing tax credit compliance period. During such period, the Management Agent shall be terminated only for cause.

B. Notwithstanding the foregoing delegation, the following matters shall be retained as matters to be brought to the Partnership Board for review and approval:

*Approval of standards and policies for marketing
and resident selection
*Approval of form of residential lease
*Approval of eviction policies and grievance
procedures
*Approval of management plan
*Approval of relocation policies and procedures
*Approval of affirmative action plans for
marketing and hiring
*Approval of repair and maintenance policy and
standards
*Approval of rules and regulations governing
Mandela
*Approval of resident service programs
*Approval of management agent contract
*Annual management agent evaluation

It is expressly understood and agreed that the Partnership shall maintain the right to review any matter which the Partners, in their individual discretion, reasonably deem necessary to effectuate the goals of the Partners stated in this Agreement".

6. Development Fee, The Partners agree that Beacon shall be entitled to the maximum overhead and development fee allowance allowed by the Department of Housing and Community Development under the tax credit program. MRCA shall be entitled to receive a portion of the development fee equal to 20% of the amount received by Beacon (and not relent to the Partnership to meet Partnership obligations) that is in excess of 10% of total development costs. [To the extent loans to the Partnership are repaid, the same sharing formula shall apply.]

7. Deadlock Resolution. In the event of a deadlock in any vote taken pursuant to Section 2 of this Agreement, or a deadlock in any other matter requiring the consent of both Partners, the Partnership shall request the intervention and, if required, the making of a tie-breaking vote by the first mortgagee, provided that mortgagee is a public or quasi-public body with a charter or governing document that promotes low and moderate income housing. In the event of a non-public or non-quasi-public first mortgagee, or in the event such entity declines or is unable to serve in this tie-breaking capacity, a substitute entity shall be designated by the Partners.

8. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the other party at the address set forth below or to such other address as a Partner may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to MRCA:

Mandela Residents Cooperative Association, Inc. lOHammond Street #6D -Roxbury,MA 02119 Attn: Rotimi Abu, President

With a copy to:

Kirk P. Jackson, Esquire Jackson & Jean 14 Crawford Street Freedom House Boston, MA 02121

If to Beacon:

Beacon Residential Properties Limited Partnership
2 Oliver Street
Boston, MA 02109
Attn: Howard E. Cohen, President.

All notices, requests, consents and other communications hereunder shall be deemed to have been given either ©ifby h«"^ at the time of the delivery tl»crcofto the receiving party at the address of such party set forth above, (ii) if made by telecopy-or facsimile transmission, at fhe time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (in) if sent by overnight courier, on fhe next business day following the 'day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the 5th business day following the day such mailing is made.

9. Amendn^nt to Agreement, No amendment to thiyAgreement shall be effective unless made in writing and signed by Beacon and MRCA.

10. Fonnal Gflvemmg TTistmment. The terms of this Agreement shall be incorporated either directly or by reference into the formal partnership agreement at the time the Partnership acquires Mandela. The Partners agree that a number of debt, subsidy and equity sources are needed to achieve the objectives set forth in this Agreement The Partners agree that it may be necessary to amend certain provisions of this Agreement in order to accommodate me interests of lenders, subsidy providers and equity sources. The Partners shall negotiate any such amendments in a manner that balances the goals of the Partners as set forth in this Agreement

11. Transfers to Affiliates. Each Partner shall have the-right to assign its interest in this Agreement to a wholly-owned affiliated entity without obtaining the consent of the other Partner. All other assignments shall require the consent of the other Partner.

Executed by the undersigned as of fhe date fast written above.

MANDELA KESIDEtCTS COOPERATIVE ASSOCIATION, INC.

By: Rotimi Abu, President

BEACON RESIDENTIAL PROPERTIES LIMTTED PARTNERSHIP

By: Beacon Residential Properties, Corp., its General Partner

By: Howard E. Cohen. President