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HomeMy WebLinkAbout10-00500080- 00075109AGREEMENT OF LIMITED PARTNERSHIP OF 60 -JONES ASSOCIATES, LTD. executed to be effective on October 31, 2005 THE INTERESTS REPRESENTED BY THIS PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF AN INTEREST IS RESTRICTED, AS SET FORTH IN THIS PARTNERSHIP AGREEMENT, AND THE EFFECTIVENESS OF ANY SUCH SALE OR OTHER DISPOSITION MAY BE CONDITIONED UPON RECEIPT BY THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, THE TEXAS SECURITIES ACT AND OTHER APPLICABLE STATUTES. BY ACQUIRING AN INTEREST REPRESENTED BY THIS PARTNERSHIP AGREEMENT, EACH PARTNER REPRESENTS THAT IT IS ACQUIRING SUCH INTEREST FOR AN INVESTMENT AND WILL NOT SELL OR OTHERWISE DISPOSE OF ITS INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER. Prepared in the law offices of PAYNE, WATSON, MILLER, MALECHEK & SCHERR, P.C. 3000 Briarcrest Drive, Suite 600 _ Bryan, Texas 77802 Phone (979) 776 -9800 Fax (979) 731 -8333 AGREEMENT OF LIMITED PARTNERSHIP OF 60 -JONES ASSOCIATES, LTD. This Agreement of Limited Partnership (this "Agreement ") is made and entered by and between 60- JONES, L.L.C., a Texas limited liability company ( "General Partner ") and such other Persons (hereinafter defined) who from time to time execute this Agreement or counterparts hereof ( "Limited Partners "). ARTICLE 1 FORMATION AND ORGANIZATION 1.1 Formation Subject to the provisions of this Agreement, the parties do hereby form a limited partnership (the "Partnership ") pursuant to the provisions of the Texas Revised Limited Partnership Act (Article 6132a -1, Vernon's Texas Civil Statutes), as amended from time to time, and any successor to such Act (the "Act "). 1.2 Name The name of the Partnership shall be 60 7 JONES ASSOCIATES, LTD. Subject to all applicable laws, the business of the Partnership shall be conducted in the name of the Partnership unless under the law of some jurisdiction in which the Partnership does business such business must be conducted under another name. In such a case, the business of the Partnership in such jurisdiction may be conducted under such other name or names or assumed or fictitious name as the General Partner shall determine to be necessary as long as it does not adversely affect the limited liability of any Limited Partner hereunder. The General Partner shall cause to be filed on behalf of the Partnership, such Partnership or assumed or fictitious name certificate or certificates or similar instruments as may from time to time be required by law. 1.3 Term The term of the Partnership shall commence with the filing of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Texas, and shall continue until the 31' day of December, 2035 on which date the Partnership shall dissolve, unless sooner dissolved in accordance with the Act or pursuant to Article 13 hereof. 1.4 Principal Office: Registered Office and Registered Agent 1.4.1 Principal Office The principal office of the Partnership (the "Partnership Office "), where the books and records of the Partnership shall be kept, shall be 526 University Drive East, Suite 101B, College Station, Texas 77840. The General Partner may change the Partnership Office to such other location as the General Partner may determine to be reasonably convenient for the General Partner, and the General Partner may accordingly designate such other location as the Partnership office for purposes hereof. F:\LAW\WATSON\60 Jones Asso6parinership agr.wpd 1.4.2 Filing of Certificate The General Partner shall execute any certificate or certificates required by law to be filed in connection with the formation of the Partnership, including that required by Section 2.01 of the Act, and shall cause such certificate or certificates to be filed in the appropriate records. 1.4.3 Registered Office The registered office of the Partnership in Texas is located at 526 University Drive East, Suite 101 B, College Station, Texas 77840, and the name of its registered agent at such address is James E. Jett. The General Partner is hereby given the authority to change the registered office and/or to appoint a new registered agent as the General Partner may determine by compliance with applicable legal requirements. 1.4.4 Other Jurisdictions The Partners shall also take all steps permitted, necessary or appropriate under the applicable laws of each state in which the Partnership conducts business to qualify the Partnership to transact business therein and to be treated as a limited partnership doing business in such jurisdictions). 1.5 Purposes of the Partnership The objectives and purposes of the Partnership shall be: 1.5.1 to acquire, own and/or hold for investment and development interests in real property and other investment assets whether or not such investment assets are publicly traded or privately held; 1.5.2 to sell, lease or otherwise dispose of any property owned by the Partnership; 1.5.3 to have and maintain the Partnership Office and do all such other acts as the General Partner may deem necessary or expedient in connection with the maintenance of such office; 1.5.4 to make, enter into, deliver, and perform all contracts, agreements, and other undertakings, pay all costs and expenses; 1.5.5 to borrow money and to execute promissory notes and other negotiable or non- negotiable instruments and evidences of indebtedness and to secure the payment of any such indebtedness by mortgage, deed of trust, pledge, transfer, or assignment in trust of all or any part of the property of the Partnership whether at such time owned or thereafter acquired; 1.5.6 to carry such insurance as the General Partner may deem necessary or appropriate, but in all events to attempt in good faith to maintain in force and effect throughout the term of this Agreement all insurance required to be maintained in force and effect by the terms of any third party financing obtained by the Partnership; 1.5.7 to engage in any other such lawful business which may be engaged in by a limited partnership organized under the Act, as such business activities may be determined by the General Partner from time to time; F:V.AW\WATS0N\60 Jones Asso6parmetship agr.wpd Page 2 of 33 .15.9 Further Assurances Each Partner shall . execute such deeds, assignments, endorsements, evidences of transfer and other instruments and documents and shall give such further assurances as shall be necessary to perform its obligations hereunder. 15.10 Limitation on Rights of Others No person other than a Partner shall have any legal or equitable right, remedy or claim under or in respect of this Agreement. 15.11 Notice of Commission James E. Jett is a Real Estate Broker and is being paid a three percent (3 %) commission on the purchase of the Property. 15.12 Attorney and Accountant Doyle B. Reed shall be the accountant for the Partnership and Jay Don Watson shall be the attorney for the Partnership. 15.13 A Limited Partner may finance fifty percent (50 %) of the Limited Partners' initial Capital Contribution with the Partnership. The rate and terms of such-financing shall be equal to the interest rate being charged by First National Bank, Bryan, Texas to acquire the 118.221 acres by the Partnership and payable over the same terms as the Partnership's loan created to purchase the 118.221 acre tract. The General Partner shall have the right to pledge the 118.221 acre tract being acquired by the Partnership to generate funds to acquire the 118.221 acre tract from First National Bank, Bryan, Texas. Any loan made to 'a Limited Partner to finance the Limited Partner's initial Capital Contribution shall be a non - recourse loan to the Limited Partner. In the event a Limited Partner fails to make a payment on the loan owing to the Limited Partnership to finance the Limited Partner's initial Capital Contribution within ten (10) days of the date it is due, the Limited Partners entire interest in the Limited Partnership shall be forfeited and become the property of the General Partner, who shall be required to pay the remainder of such Limited Partner's Initial Capital Contribution. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above in multiple counterparts which may be combined to make one or more original documents. GENERAL PARTNER: 60- JONES, L.L.C., a Texas limited liability company FALAWIWATSOM60 Jones Asso6partnership agr.wpd Page 33 of 33