HomeMy WebLinkAboutLimited PartnershipReports Unit
F.O. Box 12028
Austin, Texas 78711.2028
Office of the Secretary of State
PERIODIC REPORT - LIMITED PARTNERSHIP
File Number:1238610
Filing Fee: $50
1. The entity name of the limited partnership is:
Brazos County Arapaho Limited
2. It is organized under the laws of. (setforth state orforeign country)
Texas
3. The name of the registered agent is:
Edsel G Jones
(Make changes here -cannot be entity named above):
Hope Andrade
Secretary of state
Page I of
I1f the Office of the
Secretary of State of Texas
FEB 1.0 2011
Corporations Section
4. The registered office address, which is identical to the business address of the registered agent in
Texas, is:
310 University Drive E.
College Station, TX 77840
(Make changes here -use street or building address; see Instructions):
5. The address of the principal office in the United States where the records are to be kept or made
available is:
310 Univesity Dr. E
College Station, TX 77840
(Make changes here -use street or building address: see Instructions).
6. The names and addresses of all general partners of the limited partnership are:
(Address changes are allowed; a name change of an existing general partner requires an amendment;
see Instruction 6.)
Name Address City/ State/Zip
Edsel G Jones 310 University Dr. E. College Station, TX
77840
SECRETARY OF
FEB- 10 2011 "'
-r
CLK 64
Aj!. ZTIN,TEXAS
Come visit us on the Internet @ hap:1Avww.sos.state.tzus/
Phone: 512475.2705 Fax: 512-463-1423 Dial: 7-1-1 for Relay Services
Periodic Report
Pile Number: 1238610
Page 2 of 2
Execution:
The undersigned affirms that the person designated as registered agent has consented to the
appointment. The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument and certifies under penalty of perjury
that the undersigned is authorized under the provisions of law governing the entity to execute the
filing instrument.
Date: 97 z,-;b,
Signed n e alf of e Li ted partnership
By (genera p n
B. The proceeds from the sale of any portion of said property shall first
be applied to the discharge and payment of all indebtednesses, liens, and
encumbrances upon, and of all other expenses of the holding and sale of that
portion of said property sold, which are outstanding or have accrued up to
the date of such sale and have not heretofore been paid prior to such sale.
Allocations to the portion of the total costs of acquisition, holding and sales of
said property sold from the total of such indebtedness, liens, and encumbrances
and other expenses outstanding on the part of said property owned by the
Partnership immediately prior to such sale shall be based upon the percentage
which bears the same relation to one hundred percent (100%) as the number of
acres of land sold bears to the total number of acres of subject property owned
by the Partnership prior to such sale. In the event that the proceeds of such
sale are insufficient to discharge and pay all the sums called for in the preceding
sentences of this section to be discharged and paid, then the deficiency shall be
treated as a loss which shall be credited to each of the partners in direct
proportion to their respective ownership percentages.
C. The proceeds from such sale remaining, if any, after the distribution,
discharge and payment of the sums specified in the aforementioned Section, shall be
distributed to the Partners, General and Limited, promptly after such sale, in
direct proportion to their respective ownership percentages, as such ownership
percentages are set forth in said Exhibit "A".
V III.
DEATH, INSANITY OR RETIREMENT OF PARTNERS
The death, insanity, resignation or retirement of the General Partner shall
. dissolve the Partnership unless a new General Partner is secured within thirty
(30) days thereof. The death or insanity of a Limited Partner shall not dissolve
.the Partnership; however, the personal representative of a deceased or insane
Limited Partner shall have all the rights afforded such executor or administrator
under the Texas Uniform Limited Partnership Act.
Ix.
DISTRIBUTION UPON DISSOLUTION
Upon the dissolution of the Partnership, all of the assets of the Partnership shall
be applied, paid and distributed in the following order of preference:
1. To the payment of creditors of the Partnership (except
to partners in respect to capital or profits).
2. To the payment of each of the Partners, General and Limited,
of their shares of any undistributed operating net income credited
to his account on the Partnership books.
3. To the payment to the Partners according to the applicable
provisions of Article VlI relating to distributions upon the sale of
said property.
FA
AGREEMENT TO 13E CONSUMMATED IN THE STATE OF TEXAS
The General Partner shall execute this Agreement in the State of Texas after
it has been executed by all of the other parties hereto, and this Agreement shall be con-
strued under and governed by the laws of the State of Texas. Each of the parties
shall indicate the date on which he executed this instrument.
XI.
Each of the Partners understands that his interest in the Partnership
has not been registered under the Securities Act of 1933, as amended ("the Act"),
on the grounds that his acquisition of such interest is exempt under Section h (2)
of the Act as not involving a public offering. In this connection,, each Partner
Individually represents and warrants the following with respect to the acquisition
of his interest in the Partnership:
A. He is fully advised as to the business and operations of the Partnership,
and has obtained or has had an opportunity to obtain such information about and to
make such an investigation of the Partnership as he deemed appropriate.
B. He is acquiring his interest in the Partnership for his own account,
as an investment, and not with a view to "distribution" as such term is used
in the Act.
C. He understands that the General Partner is relying upon the
representation and warranties herein permitting a participation by him in the
Partnership without registration pursuant to the Act.
D. He agrees that he will not sell, mortgage, convey, pledge, encumber,
assign, transfer or otherwise dispose of his interest in the Partnership in the
absence of registration of such interest under the Act, or (2) an opinion of
counsel for the General Partner that such registration is not necessary.
E. He hereby agrees to indemnify the Partnership against all liability,
costs or expenses arising as a result of a sale or a distribution by him of
his interest in the Partnership in violation of the Act.
XII.
Waiver of Right to Partition. Inasmuch as all real and personal
property owned by the Partnership is owned by the Partnership as an entity, and no
party hereto, individually, has any ownership in such property, none of the parties
hereto shall have any right to partition any of the Property, and all parties hereto
hereby irrevocably waive any and all rights that any party hereto might have to
maintain any action for partition of any of the Property with respect to their
undivided interest, if any, therein, either as a partition in kind or a partition
by sale.
XIII.
BINDING EFFECT OF AGREEMENT
This Agreement shall be binding upon the parties hereto and their
respective heirs, successors, executors, administrators and assigns. It shall
be unnecessary for ali the Limited Partners to sign any single copy of this
Agreement; the General Partner may sign a copy of this Agreement with each
Limited Partner ortwo or more Limited Partners, and all such similar Agreements
shall together constitute a single Agreement among the General Partner and
the Limited Partners. Provided, however, after the General Partner and all
Limited Partners have thus executed a copy of this Agreement, then the parties
hereto respectively appoint the General Partner their attorney -in -fact to affix
separate signature pages, bearing the signature of one or more Partners herein,
to one document containing terms identical to this Agreement, in order to facilitate
the filing of a copy of this Agreement with the Secretary of State of the State of Texas.
ofm
'..'After the General Partners completion of the said act pursuant to this grant of a
special power of attorney for said purpose, all Partners hereby agree that the one
. document thus assembled, or a certified copy thereof, shall be admissible in any
-Court or jurisdiction as evidence of the Agreement between the Partners, and that
all Partners shall be estopped to deny the execution of the same by any of the
Partners hereto.
XIV.
The Agreements and representations in this Partnership Agreement
contain all of the Agreements and representations of the parties hereto, and it is
expressly provided that the General Partner shall not be liable for any claim that
may hereafter be made alleging any verbal agreement by and between the parties
hereto of the General Partner, or the General Partner's agents, employees or
association.,
XV.
HEADINGS
The headings of each of the articles of this Agreement are inserted
for convenience only, and shall not be considered in construing the terms of this
Agreement.
EXECUTED in multiple counterparts, by the General Partner at
San Antonio, Texas, and by the Limited Partners on the date indicated opposite
their respective signatures below, all effective June 22, 1976
GENERAL PARTNER: - -
1 G. Jonest_�>a MANITOU, LTD. Date -
STATE OF TEXAS 4
COUNTY OF BEXAR0
BEFORE ME, the undersigned authority, on this day personally appeared
-rrEDSEL G. JONES, d/b/a MANITOU, LTD., known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that
-' Ne executed the same for the purposes and consideration therein expressed, and
being sworn, stated he is a Partner and the statements therein contained are true
and correct.
GIVEN under my. hand and seal of office this the ZZ'°�day of 2vxe�
is 7G .
Notary Public -In and for Bexar Cqtffity, Texas
_g_
(To be attached to and made part thereof the Certificate and Articles of the Limited
Partnership referred to as ARAPAHO LIMITED.)
(1) (2)
Initial Additional Contingent
Capital Liability for Balance Ownership
Contribution of Capital Contribution Percentages
Partner's Name �_�S$) ($) (%)
General Partner
sel G. Jones, d/b/a
Manitou, Ltd. -0- -0- IN
Limited Partners
vi.
L. W. Coleman, Jr. $
7,000.00
$ 12,988.43
5%
A.
Mary Frances Gough
3,500.00
6,494.21
2-1/2%
3 .
Albina K. Hlavaty
3„500.00
6,494.21
-2-1/2%
Robert D. Lozo, Jr.
3,500.00
6,494.21
2-1/2%
-5:
David B.. Wolf
3,500.00
6,494.21
2-1/2%
v6.
Billy R. Trimmier
3,500.00
6,494.21
2-1/2%
.,7,.
William B. Roman, Jr.
3,500.00
6,494.21
2-1/2%
v8.
Leon W. B. Rasberry
3,500.00
6,494.21
2-1/2%
—9.
0. J. Woytek, Jr.
3,500.00
6,494.21
2-1/2%
✓10.
Henry E. Weir.
3,500.00
6,494.21
2-1/2%
✓11.
Emagene R. Pitts
3,500.00
6,494.21
2-1/2%
v12.
William R. Ross
3,500.00
6,494.21
2-1/2%
✓13.
Robert F. Bowlin
3,500.00
6,494.21
2-1/2%
✓f4.
0. A. Frischmuth, Jr.
3,500.00
6,494.21
2-1/2%
-IS.
William R. Hale
7, 000.00
12,988.43
5%
✓16.
Mason Matthews
3,S00.00
6,494.21
2-1/2%
,117.
Thad M. Howard
3,500.00
6,494.21
2-1/2%
18.
Bennie -H. Lyon
7,000.00
12,988.43
5%
✓19.
Charles A. Ernst
3,500.00
6,494.21
2-1/2%
20.
Jerry B. Burrows (Trustee)
3,500.00
6,494.21
2-1/2%
v2I.
Don M. Higgins
3,500.00
6,494.21
2-1/2%
22.
James C. Gilbert
3,500.00
6,494.21
2-1/2%
✓23.
Chester L. Bueker
3,500.00
6,494.21
2-1/2%
✓24.
Carl M. Gough
3,S00.00
6,494.21
2-1/2%
✓25.
Herman H. James, Jr.
3,500.00
6,494.21
2-1/2%
✓i6
Don H. Cude
3,500.00
6,494,21
2-1/2%
2F.
Billy G. Lay
3,500.00
6,494.21
2-1/2%
,28.
Robert C. White
3,500.00
6,494.21
2-1/2%
29.
William H. Croft
7, 000.00
- 12,988.43
5%
r30.
Herbert L. Wade
3,500.00
6,494.21
2-1/2%
✓S1.
Olie C. Grauke
3,S00.00
6,494.21
2-1/2%
,G32.
Leroy R. Jakubik
3,500.00
6,494.21
2-1/2%
$
126,000.00
$ 233,791.60
100%
* - The additional contingent liability for Balance of Capital Contribution is based
on a Real Estate Lien Note, a true copy of which is attached hereto as Exhibit "C".
EXHIBIT "A"
P1Ei.8 NOTES OP-
eU.30 ACRE TYUCf
CAAWFORD Et!:J:iS'rP SNfiv1:Y, AMTRACT N0. 7
FIPAZOS Ci1Ul1'1'_', TEXAS
Ceing 5B.3Q acres of land, more or less, out of and part of that certain 146.5
acre tract of land lying and Laing in the Crawford Burnett Survey, Abstract No. 7, in
nra2oa County, Texas; said 146.5 a..rc tract being the .ame lend doscrlbcd .in a dved fro,n
iicnry Gorzycki, at ux to lia'ry Gorzyckt, dated Itaconiber 30, 1931, recorded in Volutne UI,
Page 1B6, dr-ed rocords of Brazos County, Texas; said 58.30 acre parcel of land being
more particularly descri Led Ly motas and hounds as Poll oes;
BEGI131i711G at an iron rod, ;aid rod also bC-ing the most 1`101tQwrly corner of saki
146.5 arse tract. Said corner hcdr:-I the :wut:Lea::t cc:Tor of Iho E,,4ns Entate 14 acre
tract and lying in the sa+th%Y:st line of the Fia!;dt•,k Ltd. 47.2E acre tract.
THENCE S 43048-50" E for a distance of 282.23 feet to an iron rod for corner, said
corner also being a common touter of the aforesaid ilihawk Ltd, tract;
TdlCN E S 45041'00" E for a distance of 1,628.28 feet to an iron rod for corner,
wrner 3••ing in the southwest line of the aforesaid 4lohawk l.td. tract;
1111EliCE S 43c'52139" N for a distance of 1403.70 feet to an iron rod in the north
right-of-way lint. of Pam to Martel: Road 2818 for corner;
TBElr-E: S 1'.6o14'-I5" t1 for a distance of 46.23 feet along the north right-of-way of
P. N. 2810 for comer;
TiIdP:CE S 66o15145^ w for a distance of 435.10 feet along the north right-of-way of
11. 14. 2810 for corner;
'f1117110E tl 0304415811 tl for a distance of 100 feet 1.0 an iron rod for corner, said
nornrr being the point of curvature for a curve to tilt right; „
TM;l10E a distance of 199.82-fact along the arc of said curve to the right to an
iron rod for corner, said corner heing the point of tangency for said curve having a
central angle of 05 5644511, a radius of 1, 925,53 feet, a tangent of 100.00 feet and a
chard hearing N 00 46t35a 11 for a distance of 199.73 feet; ..
TIIEIICE N 02011,47" E a distance of 549.93 feet to an iron rod for corner;
TIIE14CN N 47049146" W for a distance of 1015,88 feat to an iron rod for corner;
T164CE N 44029t161- E for a distance of 1167,07-feet to an iron rod for corner;
TIMPICE N 44051155/, E for a distance of 25.14 feet to the MACE OP BEGINNING and
containing within these mates and bounds 58.30 acres of land, more or less.
TM\\\1\i,I 7
,Si.'tE UF'rftj to Surveyed by: C�i' (_(,!//-r,t�ys'.L.
V
..:i.. •... erry.fii shop
/Registtred Professional
hzi
1fkRY 81Sppp-..r ° Engtnaer Pia. 37426
'_ avx ...-
June, 1976
EXHIBIT "B"
METES AND BOUNDS DESCRIPTION
OF A
1.217 ACRE TRACT
CRAWFORD BURNETT LEAGUE, A-7
COLLEGE STATION, BRAZOS COUNTY, TEXAS
METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OF LAND LYING AND BEING
SITUATED IN THE CRAWFORD BURNETT LEAGUE, ABSTRACT NO. 7, COLLEGE STATION, BRAZOS
COUNTY, TEXAS. SAID TRACT BEING THE REMAINDER OF A CALLED 58.30 ACRE TRACT OF LAND AS
DESCRIBED BY A DEED TO ARAPAHO, LTD. RECORDED IN VOLUME 354, PAGE 416 OF THE DEED
RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS
BEGINNING AT A %, INCH IRON ROD FOUND ON THE EAST LINE OF HOLLEMAN DRIVE W. (60' R.O.W.)
MARKING THE SOUTHWEST CORNER OF LOT 2, BLOCK "A", HOLLEMAN VILLAGE ADDITION
ACCORDING TO THE PLAT RECORDED IN VOLUME 3613, PAGE 285 OF THE OFFICIAL PUBLIC RECORDS
OF BRAZOS COUNTY, TEXAS;
THENCE: N 84° 34' 31 " E ALONG THE SOUTH LINE OF SAID LOT 2 FORA DISTANCE OF 332.14 FEET TO A
/z INCH IRON ROD FOUND ON THE NORTHWEST LINE OF LOT 1R, BLOCK 1, LAKERIDGE SUBDIVISION
ACCORDING TO THE PLAT RECORDED IN VOLUME 9789, PAGE 192 OF THE OFFICIAL PUBLIC RECORDS
OF BRAZOS COUNTY, TEXAS. SAID IRON ROD FOUND MARKING THE SOUTHEAST CORNER OF SAID
LOT 2;
THENCE: S 41° 27' 41" W ALONG THE NORTHWEST LINE OF SAID LOT IR FOR A DISTANCE OF 425.38
FEET TO A %s INCH IRON ROD FOUND ON THE NORTH LINE OF HARVEY MITCHELL PARKWAY — FM
2818 (R.O.W. VARIES) MARKING THE WEST CORNER OF SAID LOT IR;
THENCE: S85°46'27"WALONG THE NORTH LINE OFHARVEYMITCHELLPARKWAY FOR ADISTANCE
OF 32.59 FEET TO A %x INCH IRON ROD FOUND ON THE EAST LINE OF HOLLEMAN DRIVE W.;
THENCE: N 03' 15' 28" W ALONG THE EAST LINE OF HOLLEMAN DRIVE W. FOR A DISTANCE OF 290.25
FEET TO THE POINT OF BEGINNING CONTAINING 1.217 ACRES OF LAND, MORE OR LESS, AS
SURVEYED ON THE GROUND JUNE, 2011. SEE PLAT PREPARED JUNE, 2011 FOR MORE DESCRIPTIVE
INFORMATION. BEARING ORIENTATION SHOWN HEREIN IS BASED ON GRID NORTH AS ESTABLISHED
BY GPS OBSERVATION.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR No. 4502
C: / W ORK/MAB/ 11-3 2 8. MAB
Corporations Section OE W Gwyn Shea
P.O.Box 13697 5 A Secretary of State
Austin, Texas 78711-3697
x
N y
Office of the Secretary of State
CERTIFICATE OF FILING®<
OF
Brazos County Arapaho Limited
1238610
[formerly: ARAPAHO LIMITED]
The undersigned, as Secretary of State of Texas, hereby certifies that an amendment to the certificate of
limited partnership or the application for registration as a foreign limited partnership for the above named
limited partnership has been received in this office and filed as proved by law on the date shown below.
Accordingly, the undersigned, as Secretary of State hereby issues this Certificate evidencing the filing in
this office.
Dated: 05/27/2003
Effective: 05/27/2003
Come visit us on the internet at http://wvtw,sos.state.tx,us/
PHONB(512) 463-5555 FAX(512) 463-5709
Prepared by: Sasin
Gwyn Shea
Secretary of State
11TY7-1-1 , 'A
$ (.
Amendment of Certificate of Limited Partnership
STATE OF TEXAS
FILED
In the Office of the
Secretary of State of Texas
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
MAY 27 2003
Corporations Section
The undersigned General Partner of Arapaho Limited, a Limited Partnership, certify the
following amendment to the Certificate of Limited Partnership that was filed on August 30,
1976 in the Office of the Secretary of State.
Paragraph 1 of the Certificate is amended to read "The name of the limited partnership
is Brazos County Arapaho Limited.'
This amendment to the certificate of limited partnership shall be effective on the date
of filing with the Secretary of State.
I affirm, under penalty of perjury, that this Certificate of Amendment is executed on
2003 and, to the best of my knowledge and belief, facts stated in this
Certificate are true. /%
Partner
/CORP/AR APAHO.AMENPCERTIF (Iahh)
(12ij ii-W/
'
STATE OF TEXAS
OFFICE OF THE SECRETARY OF STATE
AUSTIN, TEXAS 78711
MARKWHITE September 15, 1976
Secretary of State
Mr. O'Neal Munn
Attorney at Law
8700 Tesoro Drive, Suite 104
San Antonio, Texas 78217
Dear Sir:
Re: ARAPAHO LIMITED
Limited Partnership No. 12386
The Certificate of Limited Partnership for the above partnership
was filed in this office on Auqust 30, 1976 , and your
remittance has been applied for the filing fee. -
Since the law regarding Limited Partnerships does not provide
for the furnishing of a certified copy of the certificate, this
letter may therefore be used as evidence of such filing in this
office.
When filing any instruments in the. future pertaining to the
above partnership, please refer to the given file number.
Sincerely yours,
MARK WHITE
Secretary o State
C
By: Bill Kimbrough.
Director
Corporation Division
BK:wr
CERTIFICATE AND ARTICLES OF
LdMtTkiD. PARTNERSHIP
THIS AGREEMENT made effective this 22nd day of June, 1976
1976, by and between EDSEL G. JONES, doing business as MANITOU, LTD.,
with principal offices. located in San Antonio, Bexar County, Texas, hereinafter
called the "Gene ral Partner", and the remaining signatories hereto, whose
names and addresses are set forth in Exhibit "A" and hereinafter called "Limited
Partners".
W I T N E S S E T H;
WHEREAS, the General Partner has caused to be purchased, or will
cause to be purchased, one certain tract or parcel of land described in Exhibit
"B" attached hereto and made a part hereof, from funds supplied by the Partners
hereto, on behalf of the Partnership herein created; and,
WHEREAS, the General Partner has taken legal title or will take legal
title to the parcels of land described in Exhibit "B" for the benefit of the partner-
ship herein created; and,
WHEREAS, the parties hereto desire to ratify the acts of the General
Partner on their behalf and to evidence the true ownership of the said property
and to hold same for investment purposes;
.: NOW, THEREFORE, for and in consideration of the mutual promises
- and considerations herein expressed, the parties hereto do hereby agree as i
follows:
I.
FORMATION OF PARTNERSHIP
Name Place of Business and Purpose of Partnership
A. 'The parties hereto have agreed to and by these presents do hereby
enter into and form a limited partnership under the name and style of ARAPAHO . .
-LIMITED, hereinafter sometimes referred to as "The Partnership".
13. The principal place of business of the partnership shall be located
at 411 TAMMY DRIVE, in SAN ANTONIO, BEXAR COUNTY, TEXAS, provided,
however, that the general partner by its individual action and judgment may
designate other places of business of the partnership within Texas upon compliance
with the applicable requirements of the laws of the State of Texas.
C. The limited partnership is organized pursuant to "The Texas Uniform
Limited Partnership Act" to engage generally in the business of acquiring, owning
and preserving, for investment purposes, and/or development of said property
described in Exhibit "B" attached hereto. -
II.
DESIGNATION OF CAPITAL CONTRIBUTIONS AND
SHARES OF PROFITS AND LOSSES
A. Ownership Percentages. The ownership percentages of the Partners
shall be equal to the percentages set forth opposite their respective names on
Exhibit "A".
B. Initial Capital.
1. Receipt is hereby acknowledged for the contribution by
6 the Limited Partners of the respective ownership percentage share of the
capital of the partnership totaling for the partnership the sum of
t{. ag papL�Y --One Hundred Twenty Six Thousand and no/100---- ($126,000.00)
Af1,
expended by or to be expended by the General Partner on behalf of the
Partnership for the initial costs of acquisition of said property, including,
among other items, the clown payment, the legal fees, accounting fees, tax
proration, and other miscellaneous costs of acquisition of said property to
the Partnership.
2. The General Partner, upon acquisition of the subject real estate
by the Partnership, earns a 10% interest in and to this Limited Partnership and
is not required to contribute for the initial capital or additional capital
investment or initial costs of acquisition and will not lose or diminish any
of his interest due to death or incapacity.
C. Additional Capital. Each Limited Partner, further hereby agrees
to contribute his ownership percentage share of the direct costs of holding and
disposing of the Partnership property, ad valorem taxes, legal and accounting
fees, and other expenses reasonably associated with the acquisition, holding and
ultimate sale of the Partnership assets, if, as and when such additional costs are
called for as provided for in "E" below.
Each Limited Partner further hereby agrees to contribute principal and
interest on payments of the purchase money notes on the subject property in the
principal amount set out opposite his name in Exhibit "A" plus interest on such
amount. The General Partner will not contribute any amount toward payments
on said notes.
If additional capital contributions are made by the Partners, an
Amendment must be filed.
D. Accounting.
1. ' The fiscal year of the Partnership shall be the calendar year.
The General Partner shall cause to be prepared and furnish to each of the
Limited Partners within ninety (90) days after the close of each fiscal year,
a statement of receipts and disbursements.
2. The Partnership books shall be maintained at the Partnership
offices in the custody of the' General Partner who shall cause the same to be
kept according to generally accepted accounting practices and who shall
have the power to collect sufficient sums in advance from the Partners
to employ the services of a qualified accountant to, maintain the Partnership
books. Said books shall be available for inspection by any Partner at all
reasonable business hours.
E. Time for Additional Contributions. The General Partner will, at
least thirty (3(5) days prior to the due date, send each partner a notice of payment
stating such partner's share of additional capital contribution due for principal,
interest, property, taxes, operating expenses and miscellaneous costs of holding
the partnership property, if any. The due date will be thirty (30) days after the
date of mailing such notice of payment, and all payments are to be delivered to the
General Partner at the Partnership office, on or before 5:00 P. M. on the due date.
Failure to so timely contribute by any Partner shall automatically invoke the default
provisions of this agreement, and such defaulting. Partner shall receive no further
notice or demand for payment.
F. Limitation of Liability. Anything in this agreement to the contrary
notwithstanding, however, no Limited Partner herein shall be liable for any sum
of money in excess of the total sums agreed by him in this agreement to be
contributed.
G. Shares of Profits Upon Sale of Said Property. Provided, however, that
upon the sale of all or any portion of the Partnership property, the consideration -
received by the Partnership shall be shared and distributed according to the terms
of Article VII of this agreement below.
-2-
TERM Or PARTNERSHIP
The Partnership shall exist until July 4, 1990, unless sooner terminated
according to further terms hereof.
I13.
A. Management by General Partner
1. The General Partner shall have the sole authority to conduct
and manage the business of the Partnership. In connection therewith, the
General Partner shall have full and complete authority and discretion in
the management and control of the affairs of the Partnership, make all
decisions affecting Partnership affairs and perform, when appropriate
in his judgment, any and all other acts or activities customary or Incident
to the management of. the Partnership business; and to the best of his
ability, attempt to conduct the business of the Partnership in a good and
businesslike manner and in accordance with good practice within the
industry. Without limiting the foregoing powers herein conferred upon
the General Partner, it hereby is agreed that the General Partner, on
behalf of and at the cost and expense of the Partnership, shall do the
following:
(a) The General Partner shall, have all of the powers
and duties of a General Partner prescribed by the Texas
Uniform Limited Partnership Act on the effective date
hereof, except as altered herein;
(b) Acquire for the Partnership the property on the
terms and conditions set forth herein;
(c) Make periodic determinations of the highest and best
uses of the property and, when appropriate, negotiate the
sale or other disposition of the property or an interest therein
and upon sale of all or any parcels, .the General Partner has
authority to pay a 6% commission to any real estate broker
(to include the General Partner);
(d) Prepare and timely file all partnership tax returns
and furnish a copy thereof to each Limited Partner no later
than90 days after the end of each fiscal year of the Partner-
ship;
(a) Pay from Partnership funds from time to time on hand
all ad valorem taxes. assessments, and other impositions
applicable to the property and all other sums due or
required to be paid in connection with the performance of
the obligations of the General Partner and duties hereunder;
(f) Retain or employ accountants, attorneys; real estate
brokers and other persons necessary or appropriate to carry
out the business of the Partnership and to pay compensation
for services rendered by such persons;
(g) . At the General Partner's sole discretion, to borrow
funds on behalf of the Limited Partnership, and if necessary,
to pledge any of the Limited Partnership's assets to secure
such loan.
(h) To the extent that funds of the Partnership are available
therefore, pay all debts and other obligations of the Partnership,
including amounts due under any loans to the Partnership and the
cost of holding and maintaining the property.
Xm
(i.) Keep all funds of the Partnership separate and
apart from all other funds of the General Partner, which
funds are to be kept in a bank or banks selected by the
General Partner.
2. The General Partner shall act in good faith in the performance
of his obligations hereunder but shall have no liability or obligation to any
of the Limited Partners or the Partnership for any decision made or action
taken in connection with the discharge of his duties hereunder, if such decision
or action is made or taken in good faith, irrespective of whether the same
may be reasonably prudent or whether bad judgment was exercised in
connection therewith.
3. The General Partner shall devote to the Partnership such time
as reasonably may be required in the conduct of the business of the Partnership;
provided, however, the General Partner shall not be required to devote his
full time thereto.
4. No person dealing with the Partnership shall be required to
determine the authority of the General Partner to take any action or make
any decision on behalf of the Partnership.
5. The General Partner shall have the authority, in his discretion,
to sell all or any portion of or any interest in the property without the
consent or agreement of any Limited Partner, even though the effect of such
sale would terminate the business of the Partnership.
B. - Role of Limited Partners
1. None of the Limited Partners shall take any part in the management
or control of the business of the Partnership, transact any business of the
Partnership, or incur any obligations on behalf of or otherwise bind the
Partnership, so as to insure the limitation of liability of the Limited Partners
-- herein.
- 2. None of the Limited Partners shall (1) be liable personally
- for any of the debts of the Partnership or any of the losses thereof beyond
the total of the interest of such Limited Partner in the Partnership
plus the obligatory amounts which such Limited Partner has herein agreed
to contribute to the Partnership, (it) be responsible for the losses of the
- General Partner or any other Limited Partner; (iii) have a drawing account;
or (IV) be entitled to the return of his contribution'to the Partnership except
to the extent, if any, that distributions made pursuant to this Agreement
may be considered as such by law, or by unanimous agreement of the Partners,
or upon dissolution of the Partnership,. and then only to the extent provided
for in this Agreement.
V.
DEFAULT PROVISIONS
A. General Partners Option. If any Partner shall default upon
his obligation to pay any of the sums as herein agreed to contribute, within the
periods specified, then all of said defaulting Partner's interest in and to the
Partnership property shall be terminated in full by way of liquidated damages for
the breach of this agreement, which damages are reasonably forseeabie at the
time of entry into this agreement, and which liquidated damages are specified
herein by reason of the time, expense and difficulty of ascertainment of the exact
amount of damages at the time of any such breach. The other Partners, General
and Limited, shall have the option and right to acquire the defaulting Partner's
interest at any time within thirty (30) days after such default upon the payment of
the sum then defaulted upon and the assumption by the Partners that exercise such
option of all the obligations to the Partnership of the defaulting Partner.
-4-
B. Substitute Partner. If the Partners do not exercise this option to
purchase the defaulting Partne is interest, then the General Partner shall have
the power to substitute any other individual or entity for the defaulting Partner
upon the receipt of the sum of money defaulted upon and all costs and fees
incidental thereto and -upon the assumption by the substitute Limited Partner
of all of the obligations to the Partnership of the defaulting Partner. An appropriate
amendment to this certificate and Articles of Partnership shall be executed by the
General Partner on behalf of and as attorney -in -fact for all of the Partners herein.
C. Dissolution after Default. in the event that the Partners do not exercise their
option to purchase the defauiting Partner's interest, and in the event that the General
Partner does not substitute another individual or entity for the defaulting Partner
within thrity (30) days after the expiration of the Partner's option to purchase,
then the Partnership, shall be dissolved and the General Partner shall proceed to
wind up the affairsof the Partnership.
D. Waiver. Provided, however, any default may be waived upon the
written consent of the. General Partner.
VI.
TRANSFERABILITY
A. Restrictions on Transferability. No Partner shall assign, sell, convey,
mortgage, pledge -encumber, transfer or in any other way dispose of any portion
of his interest in the Partnership without first offering to sell or otherwise transfer
or dispose of the same to the other Partners on a pro-rata basis to the
percentage that each other Partner owns in the Partnership. The offer to the other
Partners shall be upon the same terms contained in any bonafide offer for the
disposition of said Interest given or received by the Partner desiring to sell,
transfer or otherwise dispose of his said Interest. Provided, however, that the
transferring Limited Partner shall pay all costs to the Partnership for legal,
accounting, commission and all other expenses reasonably connected with the
sale of such interest and the fees for the filing of any amendment to the Limited
Partnership documents with the appropriate authorities. Said option shall
exist for thirty (30) days after receipt by the other Partners of all of the terms
of: any proposed sale, transfer or other disposition of the said interest, including
the identity of the proposed purchaser or transferee, to. include a true and correct
copy of such offer.
B. Transfer to Others. In the event the other Partners fail to exercise
the herehiabove described option within the period herein called for, then the
Limited Partner desiring to transfer or otherwise dispose of his interest in the
Partnership shall have the right to transfer or otherwisedispose of his interest
in the Partnership during the next succeeding thirty (30) days after the expiration of
said option, or a waiver thereof, in strict compliance with the terms of the written
notice of intent to transfer or otherwise dispose of said Limited Partnership
interest theretofore given to the General Partner. After said thirty (30) day
period, then the terms of this article shall again apply to said interest. The assignee
of the transferring Limited Partner shall not be entitled to become a substitute
Limited Partner except upon the written consent of the General Partner.
VII.
DISTRIBUTION OFASSETS UPON SALE OF SAID PROPERTY
A. The proceeds from the sale of all or any portion of said property shall
be distributed and applied as indicated in this article.
-5-