ARTICLES OF PARTNERSHIP
LARSE CORPORATION, a California corporation, XXXXXXXXX CONSTRUCTION, a
California corporation, XXXX X. XXXXX, XXXX X. XXXXX, XXXXXX X. XXXXXXXXXX, XX.,
______________ and ___________________________ voluntarily associate themselves
together as General Partners pursuant to the terms and conditions set forth in
these Articles of Partnership.
ARTICLE I.
NATURE OF PARTNERSHIP.
1.01 TYPE OF BUSINESS. This Partnership is formed for the purpose of
acquiring, owning, developing and operating the land commonly known as Parcel
Number 17 of Marriott Business Park, said property being more specifically
identified in Exhibit "A" attached hereto and the construction thereon of
buildings and related improvements. The Partnership shall engage in no other
business, nor shall it acquire any additional real property without the written
consent of all of the Partners and an appropriate amendment to this Partnership
Agreement.
1.02 NAME OF PARTNERSHIP. The name of the Partnership shall be LARVAN
PROPERTIES.
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1.03 TERM OF PARTNERSHIP. The term of the Partnership shall be for a
period of twenty-five (25) years from the date of this Agreement unless sooner
terminated as herein provided.
1.04 PLACE OF BUSINESS. The principal place of business of the
Partnership shall be at 0000 Xxxxxx Xxx, Xxx Xxxx, Xxxxxxxxxx 00000 or at such
other place or places as may from time to time be agreed on by a majority in
interest of the Partners.
1.05 LAW OF FORMATION AND GOVERNING LAW. This Partnership shall be
governed by the Uniform Partnership Act as adopted by the State of California
which shall be controlling for all matters relating to the formation, operation,
dissolution, and liquidation of the Partnership unless otherwise provided
herein.
ARTICLE II.
FINANCIAL.
2.01 INITIAL CASH CONTRIBUTION. The initial cash contribution of the
partnership shall be as follows:
Larse Corporation $________
Xxxxxxxxx Construction $________
Xxxx X. Xxxxx $________
Xxxx X. Xxxxx $________
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Xxxxxx X. Xxxxxxxxxx, Xx. $________
___________________________ $________
___________________________ $________
TOTAL INITIAL CASH
CONTRIBUTION $________
2.02 OWNERSHIP INTEREST. Each of the Partners shall have an ownership
interest in the capital of the Partnership for any capital in excess of the
initial contributions shown in paragraph 2.01 above, in the percentages shown
next to each Partner's signature on the signature page hereof. Such percentages
of ownership shall be stated in decimal equivalents rounded to four places, the
total of which shall equal 1.000.
2.03 CALLS FOR ADDITIONAL CAPITAL. Whenever it is determined by the
written agreement of the Partners holding at least two-thirds (2/3) of the
ownership interest in the Partnership that the Partnership's capital is or
presently is likely to become insufficient for the conduct of its business,
those Partners may, by written notice to all Partners, call for additional
contributions to capital. Such contributions shall be payable in cash no later
than the date specified in the notice and no sooner than twenty (20) days after
the notice is given. Each Partner shall be liable to the Partnership for his
share of the aggregate contributions duly called for under this paragraph. Each
Partner's share of such required additional contribution to capital shall be in
the same proportion as his
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interest in ownership of the Partnership without regard to the cash
contributions of the parties reflected in paragraph 2.01.
2.04 FAILURE TO CONTRIBUTE. If any Partner or Partners fail to pay any
contribution to the Partnership capital at the time and in the form and amount
required by paragraph 2.03 hereof, the Partnership shall not dissolve or
terminate, but shall continue as a Partnership. The Partnership shall promptly
give written notice to all Partners of the failure of a Partner to make payment,
specifying the amount not paid. Any or all of the remaining Partners who have
made their contribution shall be entitled to elect, by giving written notice of
election to the Partnership within ten (10) days after the Partnership gives
notice of the default, to make the contribution of the Partner or Partners who
failed to make the required contribution. If more than one Partner elects to
make the contribution of the defaulting Partner or Partners, each shall share in
the contribution in the same proportion that their respective ownership
percentages as provided in paragraph 2.02 bears to the total of all ownership
percentages of the Partners electing to make the contribution(s) for the
defaulting Partner or Partners. From and after the time the non-defaulting
Partner(s) makes the required contribution of a defaulting Partner(s), each
Partner's interest in the capital of the partnership shall be in the same
proportion that the
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aggregate contributions to the capital of the Partnership made by such Partner
from the commencement of the Partnership bears to the aggregate contributions
made by all Partners to the capital of the Partnership from the commencement of
the Partnership.
2.05 WITHDRAWAL OF CAPITAL. No portion of the capital of the Partnership
may be withdrawn at any time without the express written consent of the Partners
holding at least two-thirds (2/3) of the ownership interest in the Partnership.
2.06 INTEREST ON CAPITAL. No Partner shall be entitled to interest on his
contributions to the capital of the Partnership.
2.07 LOANS TO PARTNERSHIP. No Partner may loan or advance money to the
Partnership without the written consent of a majority in interest of the
remaining Partners. Any such loan by a Partner to the Partnership shall be
separately entered on the books of the Partnership as a loan to the Partnership,
shall bear interest at such rate as may be agreed on by the lending Partner and
a majority of the remaining Partners, and shall be evidenced by a promissory
note delivered to the lending Partner and executed in the name of the
Partnership by a majority of the remaining Partners.
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2.08 BOOKS OF ACCOUNT. Complete and accurate accounts of all transactions
of the Partnership shall be kept in proper books, and each Partner shall enter,
or cause to be entered therein, a full and accurate account of all his
transactions on behalf of the Partnership.
2.09 INSPECTION OF BOOKS. The books of account and other records of the
Partnership shall, at all times, be kept in the principal place of business of
the Partnership, and each of the Partners shall at all times have access to and
may inspect and copy any of them.
2.10 METHOD OF ACCOUNTING. The books of account of the Partnership shall
be kept on a cash basis.
2.11 FISCAL YEAR. The fiscal year of the Partnership shall end on the
31st day of December of each year.
2.12 ACCOUNTINGS. The Partnership will provide each Partner with
quarterly statements of operations. In addition, as soon after the close of
each fiscal year as is reasonably practicable, a full and accurate inventory and
accounting shall be made of the affairs of the Partnership as of the close of
such fiscal year. On such accounting being made, the net profit or net loss
sustained by the Partnership during such fiscal year shall be ascertained and
credited or debited, as
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the case may be, in the books of account of the Partnership to the respective
Partners in the proportions specified in Paragraph 2.14 of these Articles.
2.13 DEFINITION OF PROFITS AND LOSSES. The term "net profits" and "net
losses" as used in these Articles shall mean the net profits and net losses of
the Partnership as determined for federal income tax purposes and to the extent
possible in accordance with generally accepted accounting principles for each
accounting period provided for in these Articles.
2.14 PROFITS AND LOSSES. The net profits or net losses of the Partnership
shall be credited or charged, as the case may be, to the Partners in accordance
with the ownership percentages designated on the signature page of these
Articles, or such percentages as the same may be altered in accordance with
Paragraph 2.04.
2.15 SPECIAL ALLOCATION. Upon a sale of the real property owned by the
Partnership, a special allocation of income shall be made to the following
partners in the amounts shown:
Larse Corporation $________
Xxxxxxxxx Construction $________
Xxxx X. Xxxxx $________
Xxxx X. Xxxxx $________
Xxxxxx X. Xxxxxxxxxx, Xx. $________
___________________________ $________
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___________________________ $________
The foregoing allocation is to be made in the event of any sale of the property
regardless of whether the sale transaction results in a profit or loss. This
allocation shall be deemed a guaranteed payment as provided in Section 704 of
the Internal Revenue Code of 1954, as amended.
2.16 CAPITAL ACCOUNTS. An individual capital account shall be maintained
for each Partner consisting of his initial cash contribution under
paragraph 2.01, plus any additional contributions to the Partnership capital
made pursuant to paragraphs 2.03 and 2.04 and any other provision of these
Articles.
2.17 INCOME ACCOUNTS. An individual income account shall be maintained
for each Partner. At the end of each fiscal year, each Partner's share of the
net profits or net losses of the Partnership shall be credited or debited to and
his withdrawals during such fiscal year deducted from, his income account.
After such amounts have been credited or debited to and deducted from a
Partner's account, any balance or deficit remaining in such account shall be
treated as a loan to or from the Partnership payable on demand with interest at
the then prime rate established by Bank of America, NT&SA, San Francisco,
California (not to exceed ten percent (10%), and
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shall not be transferred to or charged against such Partner's capital account.
Said interest shall start accruing at the end of each fiscal year, on any
balance or deficit remaining. At the election of the Partners holding at least
two-thirds (2/3) of the ownership interest in the Partnership, any credit in the
income account may be paid to the Partners at the end of the fiscal year of the
Partnership.
2.18 BANK ACCOUNTS. All funds of the Partnership shall be deposited in
accounts in the name of the Partnership at Bank of America, NT&SA, Santa Xxxxx
Main Office, or such other place or places as may from time to time be selected
by vote of the Partners holding at least two-thirds (2/3) of the ownership
interest in the Partnership; provided, however, such institution shall be a bank
or savings and loan chartered by an appropriate Federal or State banking agency.
All withdrawals from any such account or accounts shall be made only by check or
other written instrument signed by such person or persons as shall be designated
by the Partners holding at least two-thirds (2/3) of the ownership interest in
the Partnership.
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ARTICLE III.
RIGHTS AND DUTIES OF PARTNERS
3.01 TIME DEVOTED TO PARTNERSHIP. Each Partner shall devote such time as
is necessary to the business of the Partnership. Consistent with the foregoing,
each Partner may individually or in association with one or more Partners engage
in any one or more related or unrelated business activities. Nothing in this
Agreement or in law shall be construed as an obligation on the part of any
Partner to present any real estate or other investment opportunities to the
Partnership, nor shall it preclude any Partner from acquiring or holding real
estate or other investments for his individual account.
Each Partner acknowledges that some of the Partners hereunder are real
estate brokers and/or real estate salesmen and are acquiring the Partnership
interests hereunder as an individual investor and for his own account.
3.02 SALARIES. No Partner shall be entitled to any salary or other
compensation for his services in an about the Partnership business, except as
may be expressly agreed upon in writing, signed by the Partners holding at least
two-thirds (2/3) of the ownership interest in the Partnership. Should any
salary by paid as set forth herein to any Partner, the amount
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of salary so paid shall be considered an expense of the Partnership, to be
charged against the gross income of the Partnership in arriving at net income
and shall not be considered a draw or other advance against the amount of net
income available to said Partner. Nothing set forth in this paragraph shall be
deemed to preclude any company employing one or more Partners from collecting
commissions for services rendered to the Partnership in leasing or selling the
property pursuant to separate agreement for commissions between said company and
the Partnership.
3.03 DRAWS. Each Partner shall be entitled to withdraw from the funds of
the Partnership such sums per month for his own use as may from time to time be
agreed upon in writing by the Partners holding at least two-thirds (2/3) of the
ownership interest in the Partnership. Each such withdrawal by a Partner shall
be charged against his share of the net profits of the Partnership for the
fiscal year in which made. If the total of such withdrawals by any Partner
during any such fiscal year exceeds his then share of the net profits for such
year, the Partner shall be entitled to no further withdrawals until such
deficiency has been repaid to the Partnership. The limitation on the amount of
such withdrawals contained in this paragraph may be increased or decreased at
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any time by the Partners holding at least two-thirds (2/3) of the ownership
interest in the Partnership.
3.04 MANAGEMENT AND MANAGEMENT COMMITTEE. Each Partner shall have a voice
in the management and conduct of the Partnership business. Any differences
arising among the Partners as to ordinary matters connected with the Partnership
business shall be decided by a majority in interest of the Partners as
determined by the percentage ownership interests designated on the signature
page of these Articles or such percentages as the same may be altered in
accordance with paragraph 2.04. No act in contravention of these Articles,
however, may be legally done without the consent in writing of all the Partners.
Notwithstanding the above, the Partnership may from time to time, as a matter of
convenience, employ a property management firm to control and be responsible for
the day-to-day operations of the Partnership. A majority in interest of the
partners shall select the property management firm. The duties and
responsibilities of said property management firm and its reimbursement rate for
these services shall be identified in a separate agreement.
All matters not consistent with the day-to-day operations shall be decided
by the vote of the Partners holding at least two-thirds (2/3) of the ownership
interest in the
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Partnership. Should any Partner insist in writing that a matter involves
decisions not in the ordinary day-to-day operation of the business, the
resolution of that decision shall be made by the Partners holding at least
two-thirds (2/3) of the ownership interest in the Partnership.
3.05 POWER TO INCUR LIABILITIES. No Partner shall have authority to bind
the Partnership in making contracts and incurring obligations in the name of and
on the credit of the Partnership in the ordinary course of the Partnership
business without the written consent of the Partners holding at least two-thirds
(2/3) of the ownership interest in the Partnership. Any Partner who incurs an
obligation in excess of Two Thousand Dollars ($2,000) in the name and on the
credit of the Partnership in violation of this provision may be held
individually liable by the other Partners for the entire amount of the
obligation thus incurred.
3.06 REIMBURSEMENT OF EXPENSES AND INDEMNITY AGAINST PERSONAL LIABILITY.
The Partnership shall indemnify a Partner for payments made and personal
liabilities and expenses reasonably incurred by him in the ordinary and proper
conduct of the Partnership business or for the preservation of the Partnership
business or property. The Partnership shall carry liability insurance for the
Partners. Such insurance and the
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amount of coverage needed shall be as determined by the Partners holding at
least two-thirds (2/3) of the ownership interest in the Partnership. Except to
the extent that the Partnership is insured against liability, the Partner(s)
guilty of negligence or wrongdoing shall reimburse the Partnership for damages
sustained by it as a result of such negligence or wrongdoing.
3.07 PROHIBITED ACTS. No Partner shall do any of the following acts in
the ordinary course and proper conduct of the Partnership business without the
consent of all other Partners:
(a) Loan any Partnership funds;
(b) Incur any obligations in the name or on the credit of the Partnership
except as provided in paragraph 3.05 above;
(c) Incur any other obligations in the name or on the credit of the
Partnership except in the ordinary course of the Partnership business.
(d) Execute any document on behalf of the Partnership wherein the
Partnership becomes a guarantor, surety, or endorser for any other person. Any
loss sustained by the Partnership because of the breach of this paragraph by
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any Partner shall be deducted from such Partner's share of the net profits of
the Partnership, or if the net profits of the Partnership for the fiscal year in
which the breach occurred be insufficient, from such Partner's capital interest
in the Partnership.
(e) Attempt to withdraw, dissolve or terminate the Partnership except in
accordance with the terms and provisions of this Agreement.
3.08 PERSONAL DEBTS. Each Partner shall pay and discharge as they become
due his separate obligations, and indemnify and hold harmless the other Partners
and the Partnership from all costs, claims and demands in relation thereto,
including but not limited to, attorney fees incurred in the defense of any such
personal obligations.
3.09 ASSIGNMENT OF INTEREST. No Partner shall sell, assign, mortgage,
hypothecate or encumber his interest in the Partnership, nor shall he attempt by
court proceedings or otherwise to dissolve the Partnership without first
complying with the requirements of Article IV hereof.
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ARTICLE IV.
ASSIGNMENTS AND TRANSFER OF A PARTNER'S INTEREST.
4.01 TRANSFERS.
(a) INDIVIDUAL PARTNERS. Any Partner shall be free to sell, transfer,
assign, give or bequeath his or her Partnership interest to any immediate family
member or to any trust or other entity which is established for the benefit of
one or more immediate family members, or which is owned at least fifty-one
percent (51%) by one or more family members, provided that the transferee or
transferees of said interest execute appropriate documentation agreeing to
become Partners of this Partnership and agreeing to be bound by all the terms
and conditions contained herein, including the restrictions on transfer of
Partnership interests, and provided further that at the election of a majority
in interest of non-transferring Partners or at the request of the transferee of
said interest, this Partnership MAY be amended to provide that the interest so
transferred shall become a limited partnership interest.
(b) CORPORATE PARTNERS. Any corporate Partner shall be free to sell,
transfer, assign or otherwise dispose of its interest to: (1) any corporation
in an unbroken chain of corporations of which the corporate Partner is a party
if at
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the time of the transfer each corporation in said chain, other than the last in
that chain, own stock possessing eighty percent (80%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain or (2) to an employee, shareholder, or entity which is created for
the purpose of, or primarily dedicated to, holding of assets as a fringe benefit
or incentive for the employees of any Partner, provided that the transferee or
transferees of said interest execute appropriate documentation agreeing to
become Partners of this Partnership and agreeing to be bound by all the terms
and conditions contained herein, including the restrictions on transfer of
Partnership interests, and provided further that at the election of a majority
in interest of non-transferring Partners or at the request of the transferee of
said interest, this Partnership MAY be amended to provide that the interest so
transferred shall become a limited partnership interest.
4.02 RIGHT OF FIRST REFUSAL IN ALL OTHER INSTANCES. In all other
instances, except as set forth in paragraph 4.01 hereof, before any Partner may
pledge, transfer, assign, bequeath, give or sell his interest in the Partnership
or attempt to dissolve the Partnership, he shall first submit a written offer to
sell such interest, containing the price and terms, to the remaining Partners.
The remaining Partners shall have
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forty-five (45) days from the receipt of said offer to notify the transferor
Partner whether or not each Partner wishes to acquire his pro rata interest of
the offered Partnership share on the same terms and conditions as the written
offer. Should any Partner not wish to acquire his pro rata interest, the
remaining Partners shall be entitled to acquire, pro rata, the unsubscribed
portion. Unless one or more Partners agree to acquire the entire interest
offered, the Partner wishing to sell or transfer his interest shall be free to
do so for a period of forty-five (45) days to said non-Partner third party;
provided, however, that the sale or transfer must be on the same terms and
conditions as the offer to the remaining Partners and the transferee of said
interest agrees to become a signatory to this Partnership Agreement and be bound
by the terms and conditions hereof, including but not limited to, the
restrictions on transfer as set forth in this Article IV.
4.03 BANKRUPTCY, INSANITY OR CHARGING ORDER. The remaining Partners may,
by service of a written notice stating the effective date thereof on both the
Partner and on the trustee, receiver or debtor in possession in bankruptcy of
such Partner, or the judgment creditor of such Partner who has obtained a
charging order against his interest, terminate the interest in the Partnership
of any Partner:
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(a) Who shall have been adjudged a bankrupt pursuant to a petition in
bankruptcy filed by or against him under the Bankruptcy Act of the United
States.
(b) Who shall have filed or filed against him a petition under any chapter
of the Bankruptcy Act.
(c) Against whose interest in the Partnership an attachment has been
levied or a charging order issued and said attachment or charging order has not
been removed within thirty (30) days after it is issued.
In said event, the remaining Partners shall have the option to dissolve
this Partnership or to acquire pro rata the interest of the terminated Partner
in accordance with the provisions of paragraphs 4.06 and 4.07 hereof.
4.04 WITHDRAWAL OF A PARTNER. Any Partner may voluntarily withdraw from
the Partnership by giving all other Partners at least sixty (60) days' written
notice of his intention to do so. In said event, the remaining Partners shall
have the option to dissolve this Partnership or to acquire pro rata the interest
of the terminated Partner in accordance with the provisions of 4.06 and 4.07
hereof; provided, however, that a majority in interest of the remaining Partners
agree to said withdrawal.
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4.05 DEATH OF A PARTNER. The death of a Partner shall not terminate this
Partnership. The interest of the deceased Partner may be transferred pursuant
to paragraph 4.01 or acquired (as provided for a withdrawing Partner in
paragraph 4.04). In the event that the recipient of a deceased Partner's
interest does not elect to withdraw from the Partnership, then at the election
of a majority in interest of non-transferring Partners or at the request of the
transferee of said interest, this Partnership Agreement may be amended to
provide that the interest so transferred shall become a limited Partnership
interest.
4.06 ESTABLISHED VALUE. The value of a Partner's interest in the
Partnership for purposes of this Agreement ("Established Value") shall be based
on the value of the Partnership, which shall be determined as follows:
(a) Within ninety (90) days after the end of each fiscal year of the
Partnership, the Partners holding at least two-thirds (2/3) of the ownership
interest of the Partnership, after due consideration of all factors they deem
relevant, determine the Partnership's value by written agreement of the Partners
and that value shall remain in effect for the purposes of this Agreement from
the date of that written determination until the next such written
determination, and shall be binding
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upon each of the Partners, his heirs, successors, executors, administrators,
trustees and assigns, except as otherwise provided in paragraph (b) below. The
valuation shall be entered on Exhibit "B" and all Partners shall initial the
entry.
(b) The value determined in paragraph 4.06 shall be not less than the book
value of the Partnership equity nor in excess of the Partnership equity as
determined by substituting the market value of the real property in place of the
book value of the real property as reflected in the most current financial
statement of the Partnership.
(c) If the valuation established pursuant to subparagraphs (a) and (b)
above is more than two (2) years old at the time of an event requiring valuation
of a Partnership interest, the Partnership shall attempt to establish a current
valuation.
Should the Partners be unable to agree on an Established Value, the matter
shall be settled in accordance with the provisions of paragraph 5.12 hereof.
4.07 PURCHASE OF INTEREST. From the date of the notice as provided in
paragraphs 4.03 and 4.04 of this Article IV, or upon the death of a Partner, the
terminated, with
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drawing or deceased Partner shall be considered a vendor to the Partnership of
his interest in the Partnership at a price equal to his percentage ownership of
the Established Value, as determined pursuant to paragraph 4.06, minus fifteen
percent (15%). The fifteen percent (15%) discount utilized herein is agreeable
to all of the Partners as their reasonable estimate of the cost of borrowing
money, additional legal and accounting fees, and a margin of error in the
determination of the Established Value because of the forced sale nature of the
transaction, and is not construed and is not to be construed by the parties as a
penalty.
Within forty-five (45) days of the remaining Partners' election to purchase
the interest of a terminated, withdrawing or deceased Partner's interest, each
Partner shall deliver to the terminated or withdrawing Partner, or the estate of
a deceased Partner his pro rata portion of the purchase price as follows:
(a) Twenty-five percent (25%) in cash; and
(b) The balance of the purchase price shall be represented by a promissory
note providing for equal monthly installments of principal and interest
(interest at seven and one-half percent (7.5%) simple) over a period of five (5)
years.
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4.08 ASSUMPTION OF PARTNERSHIP OBLIGATIONS. On any purchase and
liquidation of a Partnership interest being made as provided in this Article,
transferee of said interest shall assume the transferor's interest in the
Partnership obligations and shall protect and indemnify the withdrawing or
terminated Partner, the personal representative and estate of a deceased
Partner, and the property of any such withdrawing, deceased or terminated
Partner from liability for any such obligations.
4.09 PUBLICATION OF NOTICE. On any purchase and liquidation of a
Partnership interest being made as provided in this Article, the remaining
Partners shall, at their own costs and expenses, as soon as reasonably
practicable after giving notice of the termination of interest in the
Partnership or of exercise of their option to purchase such interest, cause to
be prepared, published, filed and served all such notices as may be required by
law to protect the withdrawing, or terminated Partner and the personal
representative and estate of a deceased Partner from liability for future
obligations of the Partnership business.
4.10 DISSOLUTION WITH OR WITHOUT SALE. On dissolution of the Partnership
other than as provided in this Article IV, the affairs of the Partnership shall
be wound up, the assets liquidated, the debts paid, and the remaining funds
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used (1) to repay each Partner for the amount then standing in this capital
account; and (2) the balance, if any, shall be divided among the Partners in
accordance with their respective percentages of ownership.
ARTICLE V.
MISCELLANEOUS.
5.01 NOTICES. Any and all notices between the parties hereto provided for
or permitted under these Articles or by law shall be in writing and shall be
deemed duly served when personally delivered to a Partner, or in lieu of such
personal services, when deposited in the United States mail, certified, postage
prepaid, addressed to such Partner at the address of the principal place of
business of the Partnership.
5.02 CONSENTS AND AGREEMENTS. Any and all consents and agreements
provided for or permitted by these Articles shall be in writing and a signed
copy thereof shall be filed and kept with the books of the Partnership.
5.03 ATTORNEY'S FEES. Should any litigation be commenced between the
parties hereto or their personal representatives concerning any provision of
these Articles or the rights and duties of any person in relation thereto, the
party or parties prevailing in such litigation shall be
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entitled, in addition to such other relief as may be granted, to a reasonable
sum as and for their or his attorney's fees in such litigation which shall be
determined by the court in such litigation or in a separate action brought for
that purpose.
5.04 AMENDMENTS. This Agreement may be amended only by the vote or
written consent of the Partners holding not less than sixty-five percent (65%)
in interest of the Partnership.
5.05 CAPTIONS AND PRONOUNS. Any titles or captions of paragraphs
contained in this Agreement are for convenience only and shall not be deemed a
part of the context of this Agreement. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as identification of the person or persons, firm or firms, corporation or
corporations may require.
5.06 BINDING EFFECT. Except as otherwise herein provided, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
heirs, executors, administrators, successors and all persons hereafter having an
interest in the Partnership, whether as assignees, admitted Partners or
otherwise.
5.07 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties and supersedes any
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prior understandings or agreements between them respecting the within subject
matter. There are no representations, agreements, arrangements or understanding
of prior date, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement which are not fully expressed herein. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.
5.08 NEW PARTNERS. The Partnership shall not dissolve when new Partners
are admitted. New Partners can be admitted by amendment to this Agreement.
5.09 TAX ELECTION. In the event of the death of any Partner or of the
death of a spouse of any Partner at a time when the Partnership shall not have
already made the election provided in Section 743 of the Internal Revenue Code
of 1954 to adjust the basis of the Partnership property, the estate of such
deceased Partner or such surviving spouse, as the case may be, shall be entitled
to determine whether the Partnership shall make such election and the remaining
Partners shall abide by such determination.
5.10 TIME. Time is of the essence for the performance of each term,
covenant and condition contained in this Agreement.
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5.11 EXECUTION. Any executed copy of this Agreement shall be deemed an
original for all purposes.
5.12 DISPUTES. In the event that the Partners cannot reach agreement on
any of the matters relating to the provisions of this Agreement, such dispute
shall be submitted to arbitration in accordance with the then prevailing rules
of the American Arbitration Association. The costs of such arbitration shall be
borne one-half (1/2) by the Partnership and one-half (1/2) by the Partner or
Partners adverse to the Partners holding a majority of the ownership interest in
the Partnership.
LARSE CORPORATION
a California corporation
Percentage Interest
----------------
By
---------------------------------
By
---------------------------------
XXXXXXXXX CONSTRUCTION
a California corporation
Percentage Interest
By
---------------------------------
By
---------------------------------
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Percentage Interest
----------------
-----------------------------------
XXXX X. XXXXX
Percentage Interest
----------------
-----------------------------------
XXXX X. XXXXX
Percentage Interest
----------------
-----------------------------------
XXXXXX X. XXXXXXXXXX, XX.
Percentage Interest
----------------
-----------------------------------
Percentage Interest
----------------
-----------------------------------
PROPERTY DESCRIPTION
[Map]
ESTABLISHED VALUE
The total value of the partnership is agreed to be as follows:
1. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
________________________________________
2. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
________________________________________
3. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
________________________________________
4. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
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5. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
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6. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
________________________________________
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7. Date_______________________ Larse Corporation_______________________
Valuation__________________ Xxxxxxxxx Construction__________________
Xxxx X. Xxxxx___________________________
Xxxx X. Xxxxx___________________________
Xxxxxx X. Xxxxxxxxxx, Xx._______________
________________________________________
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