HomeMy WebLinkAbout1200(b) Managing General Partner. Harbour Ridge, Inc. is
appointed Managing General Partner and as such shall be
responsible For the day to oay exercise of all powers of the
General Partners, subject to the policies and procedures
provided by the Partnership Committee composed of
representatives of the t~~o Gen~ral Partners.
In the event of the death, disability or other inability of
John Dudge to perform as Chief Executive Officer of Narbour
kidge, Inc., then the authority of Harbour Ridge, Inc. to serve
as hlanaging General Partner shall be suspended until the
General Partners shall jointly agree on a mutually satisfactory
temporary or permanent replacement as Chief Executive Officer
of Harbour Ridge, Inc., who shall thereaft~r serve subject to
the right of either General Partner to require his termination
and replacement. The selection procedure for any such
successor Chief Executive Officer shall be that Harbour Ridge,
Inc. shall suggest a person or persons and Fairfield's
concurrence snall be required for the designation of any person
so suggested by Harbour Ridge, Inc. Harbour Ridge, Inc.
recognizes its obligation to provide equity participation aut
of its share in the project based on the status of the project
at any particular_ time should such a replacement be necessary,
and it will make internal arrangements satisfactory to
Fairfield so that it will have such eyuity participation
available if required to engage a suitable replacement.
~ (c) Partnership Kepresentatives. 'Tne Partnership
Representatives shall consist of such representatives of
H~rbour Ridge, Inc. and of Fairfield as shall, from time to
time, be designated by the respective corporations. Whether
the number of repr.esentatives shall be one eacn or more than
one by either party, the representative or representatives of
Harbour Ridge, Inc. shall be entitled to four votes on any
matter brought before the Partnership Representatives, and the
representative or representatives of Fairfield shall be
entitled to three votes on any matter brought before the
Partnership kepresentatives. These Partnership Representatives
shall meet regularly and shall establish policy, review the
annual business plan and projected bu~gets for profit and loss
ana cash flow. t~itho~t limiting the generality of the above,
policy matters for the review by the Partnership
Representatives shall include acq~isition of additional
property or disposai of property in bulk sale, borrowing funds
and mortgaging or pledging Partnership assets. The Partnership
Representatives shall also review general overhead costs of
Harbour Ridge, Inc. charged to the project. In this connection
the attached Schedule to the "Cash Flow Projections" entitled
"Projected Operating Costs" (dated November 19, 1980) reflects•~
an estimate of general and administrative salaries at an
estimated $540,400 in 1983 and $610,000 in 1984. These figvYes
are based upon 1980 figures, adjusted upward by 8 percent p~r
year to 1983 and are held constant thereaf~~r far projectibn
purposes only. The increase from 1983 to 1984-is based u~on
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