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refuse removal, er ifi at s, p nni is and licenses, s w r charges, real and personaJ property
<br />taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning
<br />and building supplies, purchase, repair, servicing and installation of appliances, equipment,
<br />fixtures and furnishings, fees and expenses of property management, fees and expenses of
<br />accountants, attorneys and other professionals, the cost of social services and other lousing
<br />supportive services provided at the Project consistent with Developer's approved Tax Credit
<br />Applications to TCAC for Phase -: '1, repayment of any completion or operating loans made
<br />to Developer, and other actual, reasonable and customary operating costs and capital costs which
<br />are directly incurred and paid by Developer, but which are not paid from or eligible to be paid
<br />from the Capital replacement Reserve or any other reserve accounts for the applicable Phase.
<br />To the extent the Operating Expenses for a Phase are not reasonably consistent with the annual
<br />Operating Budget for a given gear, the Agency Executive Director shall reasonably review and
<br />approve to confirm such Operating Expenses are reasonable and actually incurred; provided, no
<br />approval shall b e required for emergency expenditures reasonably necessary or appropriate to
<br />preserve life} limb, or property.
<br />Operating Expenses shall exclude all of the following: i salaries of employees
<br />of Developer or Developer's general overhead expenses, or expenses, costs and fees paid to an
<br />Affiliate of Developer, to the extent any of the foregoing exceed the expenses, costs or fees that
<br />would he payable in a bona fide arms' length transaction between unrelated parties in the Orange
<br />County area for the same work or services; (ii) any amounts paid directly by a tenant of the
<br />Rental Portion of the Project to a third party in connection with expenses which, if incurred by
<br />Developer, would he Operating Expenses; (iii) optional or elective payments with respect to
<br />financing approval pursuant to Section 316.1 of the Agreement (the "Primary Loan ") (unless
<br />made with the consent of the Executive Director in her reasonable discretion); iv expenses,
<br />expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to
<br />completion of the applicable Phase of the rental Portion of the Project with respect to the
<br />development, maintenance and upkeep of the applicable Phase of the Rental Portion of tbe
<br />Project, or any portion thereof, including, without limitation, all costs and capitalized expenses
<br />incurred by Developer in connection with the acquisition of the Site from the Agency e.g. not
<br />leasing to lour income tenants)} all predevelopment and preonstruction activities conducted by
<br />Developer in connection with the Rental Portion of the Project, including, without limitation, the
<br />preparation of all plans and the performance of any tests, studies, investigations or other work,
<br />and the construction o f the rental Portion of the Project and any on-site or off-site work in
<br />connection therewith; vi depreciation, amortization, and accrued principal and interest expense
<br />on deferred payment debt; and vii any Partnership Related Fees to the extent they are not paid
<br />as capitalized expenses.
<br />"Partnership Agreement" nee ans the partnership agreement he twe en the
<br />Developer and the Investor Limited Partner.
<br />"s ari ersit ip Related Fees"' shall mean the following fees of each Developer
<br />entity, or partners thereof pursuant to the Partnership Agreement, which are actually paid:
<br />(i) a general partners) (administrative and/or managing partners })
<br />partnership management fee payable to the general partner {s} in a cumulative amount not to
<br />ATTACHMENT STD. $-
<br />IO OCJ1400673vl4 /200272 -0001
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