JOINT VENTURE AGREEMENT
Xxxxxx Xxxxxx Marketing Corporation and CMLP Group, Ltd., referred
to in this Agreement as the "Joint Venturers," agree as follows:
1. Purpose of Joint Venture. The parties voluntarily associate
themselves together as joint venturers for the sole purpose of acquiring,
owning, holding for investment, operating as a business, constructing
improvements on, developing, subdividing, maintaining, operating, selling
or leasing certain real property described as being situated on Westgrove
Drive in Carrollton, Dallas County, Texas, more particularly described as
a tract of land containing 3.214 acres, known as Xxx 0, Xxxxx A of the
Beltwood North-Trinity Addition, an Addition to the City of Carrollton,
Dallas County, Texas (the "JV Property.")
2. Name of Joint Venture. The name of the Joint Venture shall be
"Westgrove Joint Venture" (the "Joint Venture.")
3. Term of Joint Venture. This Joint Venture shall commence on
January 20, 1997, and shall continue until the completion of all the
purposes for which the joint venture was formed, as set forth in
Paragraph 1 of this Agreement, unless it is terminated before that date
by mutual agreement of the Joint Venturers or as otherwise provided in
this Agreement.
4. Place of Business. The principal place of business of the Joint
Venture shall be at 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx, and
any other place or places that may be mutually agreed on by the Joint
Venturers.
5. Initial Capital. The initial capital of this Joint Venture
shall be the sum of $630,285.27, of which CMLP Group, Ltd. shall
contribute $276,285.27 and Xxxxxx Xxxxxx Marketing Corporation shall
contribute $354,000.
6. Withdrawal of Capital. Neither Joint Venturer may withdraw any
portion of the capital of the Joint Venture without the express written
consent of the other Joint Venturer.
7. Profits and Losses. Any net profits or losses that may accrue
to the Joint Venture shall be distributed to or borne by the Joint
Venturers in the following proportions: CMLP Group, Ltd., 43.835%; and
Xxxxxx Xxxxxx Marketing Corporation, 56.165%. The term "net profits" as
used in this Agreement shall mean the net profits of the Joint Venture as
determined by generally accepted accounting principles.
8. Joint Venture Books. At all times during the duration of the
Joint Venture, the Joint Venturers shall keep accurate books of the Joint
Venture's accounts, including all of its income, expenditures, assets,
and liabilities. These books shall be kept on a cash basis and shall be
open to examination by either Joint Venturer at any time.
9. Election Out of Subchapter K. The Joint Venture shall elect not
to be subject to Subchapter K of the Intenal Revenue Code.
10. Management and Authority. CMLP Group, Ltd. ("Manager") shall
have the right of management of the Joint Venture and shall have
authority to bind the Joint Venture in making contracts and incurring
obligations in the name and on the credit of the Joint Venture. However,
no obligation may be incurred in the name or on the credit of the Joint
Venture exceeding $500.00 without the express written consent of both
Joint Venturers. Any obligation incurred in violation of this provision
shall be charged to and collected from the individual Joint Venturer
incurring the obligation.
11. Limits of Joint Venture. The relationship between the Joint
Venturers shall be limited to the performance of the business of the
Joint Venture in accordance with the terms of this Agreement. Nothing in
this Agreement shall be construed to create a general partnership between
the Joint Venturers, or to authorize either Joint Venturer to act as a
general agent for the other except as expressly provided in this
Agreement. Nothing in this Agreement shall confer on either Joint
Venturer any propriety interest in, or subject either Joint Venturer to
any liability for, the business assets, profits, losses or obligations of
the other, except to the extent provided in this Agreement.
12. Withdrawal of Joint Venturer. Any Joint Venturer may withdraw
from the Joint Venture by giving the other Joint Venturer thirty (30)
days written notice of its intention to do so. In that event, the Joint
Venturers will proceed to divide the Joint Venture liabilities and
assets, including any property owned by the Joint Venture. However, it
is expressly provided that no Joint Venturer shall be released from
indivisible liabilities incurred prior to withdrawal from the Joint
Venture. The Joint Venture will terminate after its affairs are wound
up, its assets are divided and liquidated, its debts are paid, and any
surplus is divided equally among the Joint Venturers.
13. Right of First Refusal to Purchase Interest. If any Joint
Venturer desires to sell its Joint Venture interest, it shall give the
other Joint Venturer the right of first refusal to purchase its Joint
Venture interest. In the event the other Joint Venturer refuses the
purchase such Joint Venture interest, the Joint Venturer desiring to sell
its interest may sell it to a third party, providing that the terms and
conditions of sale to such third party are not more favorable than the
terms and conditions of purchase that were offered to the other Joint
Venturer.
14. Ownership and Title to Joint Venture Property. The JV Property
and all improvements which may be placed or located thereon shall be
owned by the Joint Venture, such ownership being subject to the other
terms and provisions of this Agreement. However, the Manager may hold
record title to all assets in its name on behalf of the Joint Venture.
Each Joint Venturer hereby expressly waives the right, if any, to require
partition of the JV Property, or any part thereof.
15. Miscellaneous. This Agreement shall be binding on both Joint
Venturers and their assigns. This Agreement contains the sole agreement
of the Joint Venturers relating to the Joint Venture and correctly sets
forth the rights, duties, and obligations of each to the other. Any
prior agreements, promises, negotiations, or representations not
expressly set forth in this Agreement are of no force and effect.
Executed as of January 20, 1997.
CMLP GROUP, LTD.
By:____/s/ D. Xxxxxx Allen_______________________________
D. Xxxxxx Xxxxx, President,
Associates Funding Group, Inc., General Partner
XXXXXX XXXXXX MARKETING CORPORATION
By:_____/s/ Xxxx Park________________________________________
Xxxx Xxxx, Vice President - Chief Operating Officer
