Joint Venture Agreement

							                              Joint Venture Agreement
                       Acquisition for Rehabilitation and Sale




This agreement, dated this _____ day of ______, 19__, is between ABC Affordable
Housing Developers. (ABC Affordable Housing Developers), whose address is
_____________________________ and XYZ For Profit Company (XYZ For Profit
Company), whose address is ____________________________________________.

WHEREAS, ABC Affordable Housing Developers is a _________________ (state)
nonprofit corporation created to develop affordable housing for households of low and
moderate income and

WHEREAS, ABC Affordable Housing Developers {INSERT SITUATION, e.g., is a
community development corporation providing homeownership counseling and other
services in the______________ neighborhood or has control of twenty existing homes in
the ________neighborhood} and

WHEREAS, XYZ For Profit Company is a developer of affordable housing, experienced in
rehabilitation of single family homes, and desires to develop housing in partnership with
nonprofit organizations, and

WHEREAS, ABC Affordable Housing Developers and XYZ For Profit Company desire to
form a joint venture to develop and an affordable housing community for low and moderate
income citizens in _________________________ containing ____ units known as
____________ (the "Project").

NOW, THEREFORE, in consideration of the mutual premises contained herein, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

A. Roles and responsibilities of the parties
Each of the parties to this agreement shall carry out the roles and responsibilities generally
expected of developers affordable housing. The parties shall consult on all major issues and
regularly inform one another of the status of the Project. In addition, the parties shall have
the specific responsibilities outlined below:

1. ABC Affordable Housing Developers

ABC Affordable Housing Developers shall be a partner in the joint venture and shall have
an 50% ownership interest of the Project. In carrying out the development and operation of
the Project, ABC Affordable Housing Developers specifically shall be responsible as
follows:
a). Identify resources and prepare loan and grant applications for such public and private
sources of funds which are available and necessary for the financial viability of the
development. Such sources specifically shall include but not be limited to:

b). Work with _______________________________________ (city/county) to secure
support and approval of the Project and a local contribution.

c). Secure all governmental approvals of and support for the Project, required in
conjunction with the financing.

d). Coordinate with XYZ For Profit Company to secure any required community approval
required to develop the Project.

e). Select, in consultation with XYZ For Profit Company, a contractor, engineer, and such
other consultants as may be necessary to undertake the Project.

f). Develop a homebuyer counseling and training plan for the Project, insure the services
are implemented and monitor the services to ensure that continuous and adequate services
are provided to the homebuyers.

g). Throughout the development period, ensure that the Project complies with all income,
mortgage and other requirements, with any applicable laws and regulations governing the
financing sources.

h). Advance funds for pre-development application fees required for public funding
programs.

i). Provide construction guarantees as required by lenders and investors.

2. XYZ For Profit Company

XYZ For Profit Company shall be a partner in the joint venture and shall have a 50%
interest in the Project. In carrying out the development and operation of the Project, XYZ
For Profit Company specifically shall be responsible as follows:

a. Prepare work specifications based on the ABC’s rehabilitation standards, coordinating
with the contractor and other team members as necessary.

b. Contract for all necessary construction, engineering, and environmental reports, as
necessary to initiate the Project.

c. Assist ABC Affordable Housing Developers to secure community approval of the project
and obtain construction permits.

d. Perform construction management services, dedicating personnel as needed to monitor
the progress and quality of the Project and participate in regular construction progress
meetings and inspections, prepare requisitions for advance of loan funds and undertake
such other activities as necessary to ensure the successful and timely completion of
construction.

e. Execute any construction guarantees as required by lenders and investors.

f. Fund pre-development costs.

B. Compensation
1. Development Fee

a. The development budget for the project includes a development fee equal _____of total
development costs. The development fee shall be allocated 50% to ABC Affordable
Housing Developers and 50% to XYZ For Profit Company. Development fees shall be paid
to ABC Affordable Housing Developers and XYZ For Profit Company

2. Other Fees

ABC Affordable Housing Developers will be entitled to receive fees for performing pre-
qualifications and homebuyer counseling and training services in accordance with the
attached development budget dated __________________. Regardless of the number of
homebuyers served, the fee will not exceed the budget line item. XYZ For-Profit
Developers, will be entitled to receive fees for performing construction management
services for the project as outlines in attached scope of services, in accordance with and not
to exceed the attached budget dated _________, but no more than such as amounts as may
be permitted by ________________ (SHFA, etc.).

3. Proceeds of Sales: For the purpose of this agreement net proceeds of sale or refinance
shall mean the gross proceeds from sale or refinance of the Project less the sum of all
transaction costs related to the sale or refinance, real estate taxes accrued to the date of sale
and pay-off of the principal balance of any loans secured by the Project, including
prepayment fees or penalties. Proceeds of from the sales of the homes beyond the amount
due and payable for any loans secured by the Project shall be distributed in accordance with
the terms and conditions of the Partnership agreement and shall be allocated 50% to ABC
Affordable Housing Developers and 50% to XYZ For Profit Company.

C. Limitation of Liability
In the event the Project is not approved for financing and pre-development or development
costs incurred by the parties hereto are not reimbursed by other sources, the total of all pre-
development and development costs incurred by ABC Affordable Housing Developers and
XYZ For Profit Company shall be allocated 50% to ABC Affordable Housing Developers
and 50% to XYZ For Profit Company and the parties shall be responsible for prompt and
timely payment of such costs incurred to any vendor or contractor entitled to payment for
services and any costs previously paid by ABC Affordable Housing Developers and XYZ
For Profit Company shall be allocated 50% to ABC Affordable Housing Developers and
50% to XYZ For Profit Company and the party owing the other party based on actual costs
paid by each party and the 50% allocation of costs shall promptly pay the party due
reimbursement.

D. Representatives
ABC Affordable Housing Developers and XYZ For Profit Company respectively represent
and covenant as follows:

1. Each represents that it is authorized to enter into this agreement and,

2. All documents supplied by each party to the other shall, to the best of such party’s
knowledge, be complete and accurate in all material respects, and the party so submitting
such documents hall promptly correct any information which it subsequently learns is
materially incomplete or inaccurate.

E. Confidentiality
Each party hereto shall keep confidential any material non-public information regarding the
other party, the Project or the Partnership which it obtains in connection with its
performance under this agreement.

F. Jurisdiction
The validity and interpretation of this agreement shall be governed by and construed and
enforced in accordance with the laws of the State of __________________.

G. Amendment
This agreement may not be modified or amended except in writing signed by the parties
hereto.

H. Notices
All notices regarding this agreement shall be delivered to the other party certified mail with
return receipt requested at the addresses set forth below:

Mr. John Adams Ms. Alice Faye

ABC Affordable Housing Developers XYZ For Profit Company
1234____________ Road 678 Old Town Pike

Any City, Any State Any City, Any State

IN WITNESS WHEREOF the parties to this Agreement have affixed their signatures
below:

AFFORDABLE HOUSING DEVELOPERS

Date: ____________________________ By: ________________________________

John Smith, Executive Director

XYZ FOR PROFIT COMPANY

DATE: ____________________________ By: ________________________________

Alice Faye, President
for XYZ For Profit Company