Limited partnership agreement for multiple housing and other real estate ventures.

This agreement of limited partnership, executed on _________, 19__, by and between _________ corporation, a _________ corporation, as general partner, designated "general partner," and those certain individuals identified in Schedule A, limited partners, all of whom desire to form a limited partnership pursuant to the provisions of _________[statutory citation], known as the Uniform Limited Partnership Act.

Article 1. Name and Location of Partnership

The partnership shall be known as _________, Ltd., a limited partnership.

The principal place of business of the partnership shall be _________ street, _________, _________, or at any other place or places as general partner shall determine.

Article 2. Business of Partnership

The business of the partnership shall be the acquisition, ownership, development of, operation and management of multiple housing project units and other income producing structures and/or making of investments in general partnerships, limited partnerships and other real estate oriented business entities to the financial advantage of the partnership.

Article 3. Term of Partnership

The partnership shall commence at the date of this agreement. Except as otherwise provided in Articles 10 and 11 below the term of the partnership shall be for not less than _________ years nor for more than _________ years from the commencement date.

Article 4. Partnership Capital

The capital of the partnership shall consist of the assets described in the most recently prepared statement of condition of the partnership, a copy of which is annexed as Schedule B, and by this reference made a part. The interest of each partner in the net worth of the partnership shall further be scheduled in the statement of condition.

Article 5. Share of Profits

The net profits earned by the partnership shall be allocated to the partners in proportion to their ownership of the capital of the partnership.

Article 6. Losses

The losses of the partnership shall be allocated to the partners in proportion to their ownership of the capital of the partnership: provided, however, unless otherwise agreed upon a limited partner shall not become liable for the obligations of the partnership in an amount in excess of his or her capital contribution to the partnership.

Article 7. Management of Partnership: Powers, Duties and Restrictions

General partner shall have the exclusive power and authority to conduct the management of the partnership business and shall devote the time to the partnership as shall be reasonably required for its welfare and success. General partner shall be empowered and the limited partners acknowledge and understand that from time to time the general partner may deem it to be in the best interest of this partnership to purchase real property or properties from general partner provided that with respect to the development of a project by the partnership or by general partner in behalf of the partnership, the purchase price shall in no event exceed general partner's acquisition cost plus interest on cash invested for the holding period of the property or properties by the general partner at rates not to exceed those then prevailing in the financial community. General partner shall have the right and power to act as a principal either directly or through any entity which it controls, or through any individual who is a director of or owns a controlling interest in general partner, or any entity which it controls, in selling to the partnership personal property, furniture and furnishings and other articles of a tangible or intangible nature, provided the purchase price of the property purchased by the partnership shall not exceed its cost to the general partner. The powers of general partner shall further include but not be limited to the following:

1. To purchase, sell, exchange or convey real property (including any mortgage or leasehold interest, or other property which may be acquired by the partnership upon the transfer of real property), interests in partnerships owning real property and/or business entities or interests and to grant or acquire an option or options for the purchase of real property, interests in partnerships owning real property and/or business entities or interests.

2. To lease all or any portion of real property without limit as to its term.

3. To borrow money for purposes limited to the operation and conduct of the partnership business and as security to mortgage all or any part of the partnership real property. Also, to obtain replacements of any mortgages and to prepay in whole or in part, refinance, consolidate or extend any mortgages affecting real property. All of the above at such price, rental or amount for cash, securities or other property, and upon such terms as it deems proper.

4. The general partner shall receive compensation from the partnership only as provided:

A. The general partner shall have the right to designate itself or any other entity which it controls as listing broker for the partnership for the sale of any real property owned from time to time by the partnership at the time the property is offered for sale, provided that the commission charged the partnership on sale shall not exceed a flat _____% of the sales price or some greater flat percentage of the sales price as shall correspond to any established increases in the commission charges of real estate brokers in the community as may occur from time to time. Under no circumstances shall the partnership be obligated or required to pay a real estate brokerage commission on the purchase of real property, nor shall the general partner or an entity which it controls be entitled to real estate commissions on the purchase of real properties for the partnership either from the partnership, sellers of real properties or listing brokers.

B. The general partner shall be entitled to a partnership management fee for consultative services from the partnership for services rendered as described in this paragraph B in the management, operation and conduct of the partnership business. The consultative services shall consist of the following:

(i). Providing expert and professional research, consultation, analysis and advice concerning real estate investment and development opportunities in furtherance of the partnership's business which, for reasons based upon the general partner's sole and absolute judgment and discretion, do not materialize in acquisition of existing real estate projects or development of new real estate projects. However, the general partner shall be under no duty nor shall it be required to perform any consultative services following the receipt by the partnership of all cash sums constituting the initial partnership capital.

(ii). Establishing rental schedules for each project acquired or developed for the 12-month period following the partnership's acquisition or development.

(iii). Providing initial and nonrecurring expert advice and recommendations to the partnership following the acquisition or development of a project concerning the need for and desirability of painting and decorating, repairing and cleaning the improvements, appurtenances and contents comprising a project and insuring that all rental premises are safe and secure for human habitation and all structures, appurtenances and service systems have been maintained in compliance with the rules of all regulatory agencies and are in good and safe working order and condition.

The compensation payable to the general partner for the above services shall consist of a nonrecurring fee restricted to a sum not to exceed _____% of the cost of each project purchased or developed. However, the cost of the project to the partnership plus partnership management fee shall in no event exceed the value of the project as established by independent _________ appraisal. The compensation shall be allocated as a deduction from the capital accounts of the limited partners to the capital account of general partner, it being understood and agreed that general partner may withdraw from the partnership capital all or any part of the sums so allocated to its account at any time after the allocations for services are made.

C. The general partner or any other entity which it controls shall be entitled to a property manager's fee for operational services to be rendered to the partnership to include the following:

(i). Undertaking a program of continuing partnership property management to establish that the overall business objectives of the partnership are being fulfilled.

(ii). Assuming and discharging its obligation to manage and conduct the partnership business with respect to real property owned by the partnership through liaison with all general partner wholly owned subsidiaries to insure that all partnership owned real property is being professionally and capably managed and properly maintained, that major remodeling and property replacement programs are implemented when necessary, that after the initial rental schedules for partnership properties have been established they are periodically adjusted to reflect current market conditions and that properties are sold at times justified by economic conditions at prices and terms advantageous to the partnership.

(iii). Overall responsibility for operating and managing real estate projects owned by the partnership including employment and supervision of resident apartment house managers, preparing operational manuals for guidance of resident managers, establishing procedures in connection with the following: collection and deposit of rentals, rental of vacant apartment units, eviction procedures, maintenance requests by tenants and preparation of records and reports.

The amount of compensation payable to general partner or the controlled entity acting as property manager shall not exceed _____% of gross receipts or the customary fees of property managers which shall prevail in the community from time to time, whichever is the greater.

D. General partner shall have the right to render maintenance and repair service to the partnership for its properties, or to employ any other entity which it controls for that purpose, provided the cost to the partnership for the service shall not exceed the customary charges for services which prevail in the community from time to time.

E. The general partner or any other entity which it controls shall have the right to enter into fixed cost construction contracts with the partnership provided that the contract price established shall be competitive with the charges prevailing in the community of other general contractors similarly situated.

F. The general partner shall have the right to enter into contracts for the development of partnership owned unimproved real property under which the general partner's remuneration will be restricted to an amount the lesser of the excess of the _________ appraised value of the completed project over all development costs (including the partnership management fee for consultative services) or _____% of the development costs of the project. For purposes of computing the development cost of a project, land purchased from the general partner or third parties shall be valued at its acquisition cost to the partnership except if land purchased by the partnership from the general partner has been held for a period of more than _________ months or if held for a period of less than _________ months has been rezoned during that period, the value shall be determined by independent _________ appraisal at the time of acquisition by the partnership.

5. (a) The limited partners shall have no right, individually or collectively, to take part in the control or management of the business or affairs of the partnership.

(b). In the event the limited partnership should at any time have more than one person or entity as its general partner, the vote of a majority in number of the general partners shall be sufficient in any and all transactions where the limited partnership may by written instrument borrow money and as security encumber or alienate in any form real property or any interest become obligated to purchase, sell, lease, option, encumber or alienate in any form, real property or any interest, or to acquire, transfer or assign partnership interests or interests in other business entities. In all transactions with third parties requiring a majority vote in accordance with the above, a written certification executed by all general partners representing a majority in number of the general partners, shall be deemed conclusive evidence of the authority of the limited partnership to enter into the particular transaction involved.

(c). Unless permitted by written consent or ratification of all limited partners, the general partner shall have no authority to:

1. Do any act in contravention of the certificate of limited partnership.

2. Do any act which would make it impossible to carry on the ordinary business of the partnership.

3. Confess a judgment against the partnership.

4. Admit a person as a general partner.

Article 8. Distributions

All surplus cash deposited to the credit of the partnership in excess of the operating requirements of the partnership, including new projects which may be designated by general partner as necessary or desirable for the partnership to achieve its financial objectives, shall be distributed periodically to partners in proportion to their ownership of the capital of the partnership. Surplus cash may be distributed to partners irrespective of whether or not the partnership has taxable income or earnings for tax or accounting purposes.

Article 9. Partnership Books

At all times during the continuance of the partnership, general partner shall keep, or cause to be kept, full and true books of account in which shall be entered, fully and accurately, each transaction of the partnership. The books of account, together with a certified copy of the certificate of limited partnership and any amendments, shall be at all times maintained at the principal offices of the partnership, and shall be open to the reasonable inspection and examination of every partner or his or her duly authorized representative.

Annual statements of partnership gross receipts and operating expense, as prepared by the partnership's accountants, shall be transmitted to each of the partners. Further, within a reasonable period after the close of each year, a report shall be transmitted to each partner indicating his or her share of the profits or losses of the partnership, for the year, for federal and state income tax purposes.

Article 10. Removal of General Partner and Voluntary Dissolution and Termination of Partnership by Partners

Upon the agreement of a majority in interest of the general and limited partners, the general partner may be removed and/or the partnership may be dissolved and the assets liquidated.

The removal of the general partner shall cause the dissolution and termination of this partnership unless with _________ days following the effective date of removal, a majority in interest of the limited partners appoint another person, corporation or other business entity as general partner.

Upon any voluntary dissolution the partnership shall immediately commence to wind up its affairs. The property of the partnership shall be liquidated, and the proceeds distributed to the partners in the manner provided by law.

Article 11. Termination by General Partner

Unless otherwise terminated as provided, it shall be the responsibility of general partner to terminate this partnership in the manner provided in this article. No property other than cash shall be distributed to any limited partner in liquidating and terminating the partnership business.

During the first _________ years of the partnership term, the general partner shall give each limited partner written notice of any proposed sale of partnership real estate projects. No sale shall be concluded if, within _________ days from the date of notice, a majority in interest of the limited partners deliver to the general partner an instrument in which the proposed sale is declared a breach of trust by general partner.

At any time or times from and after _________ years from the commencement date, general partner may, in its sole and absolute discretion, sell and convey any or all of the properties owned by the partnership as a means of effecting a complete sale of all partnership property on or before _________ years from the commencement date. The net cash proceeds realized on the sales shall upon receipt and collection, be distributed to the partners in proportion to their ownership of the capital of the partnership. In all events, the sale of all the properties owned by the partnership shall, and must be consummated and the cash proceeds distributed to the partners not later than _________ years from the commencement date. In its efforts to achieve a sale of partnership properties on terms most advantageous and beneficial to the partnership, general partner may consummate sales for cash and secured promissory notes. In that event, notwithstanding that the term of the partnership might be extended beyond the maximum term specified in Article 3, the general partner is expressly authorized and empowered to accept secured promissory notes in part payment, provided that the due date on each and every promissory note or notes so received shall not extend the term of this partnership for more than _________ years beyond the maximum term.

Article 12. Involuntary and Voluntary Withdrawal

The involuntary withdrawal of a partner shall occur if a partner dies, is expelled, is adjudicated incompetent, is adjudicated insolvent, permits his or her partnership interest to become subject to a charging order, or defaults on an obligation secured by an assignment of his or her partnership interest. In any of these events a partner shall be deemed to have withdrawn from the partnership upon the date of the occurrence, and the value of the partner's interest shall be determined as of that date.

Subject to the paramount rights of a majority in interest of general partner and limited partners to dissolve and liquidate the partnership as provided for in Article 10, a partner may voluntarily withdraw all or a portion of his or her interest in the partnership by notifying the partnership in writing of the intention to do so. The value of an interest of a voluntarily withdrawing partner shall be determined as of the date of the written notice.

In the event of an involuntary withdrawal occasioned either by death or incompetency, and further in the event both the partnership and the legal representative of the deceased or incompetent partner should both agree, the interest of the partner may devolve to the personal representative or the heirs, successors and/or assigns of the partner without the requirement of a purchase of the interest by the partnership. In all other instances of involuntary or voluntary withdrawal, the partnership shall buy, and the withdrawing partner or his or her legal representative shall sell, the interest of the withdrawing partner for the price and on the terms set forth.

The fair market value of a withdrawing partner's interest shall be determined by the general partner. In this connection, the general partner shall distribute to all partners annually or at more frequent intervals if practicable, a written statement of condition reflecting the value of all partnership assets and liabilities as of the date of the statement. For purposes of this statement, all assets and liabilities shall be valued in accordance with the customary accounting principles and procedures, except for real properties and improvements with personal property situated there, designated as "project" or "projects" according to context, the gross value of which shall be determined in accordance with the most recent appraisal report of an independent _________ appraiser, which report the general partners shall cause to be prepared periodically as deemed necessary to reflect changes in appraised values. There shall appear in this statement of condition as a deduction from the value of each project, a reserve for commission upon sale. The reserve shall be credited annually with a sum equal to _________ of _________ percent of the most recent _________ appraised value for each project. Credits to the reserve account shall accumulate over the period during which each project is held by the partnership and shall represent an estimate of the anticipated real estate commissions to be borne by the partnership upon sale. The value of a withdrawing partner's interest in the net worth of the partnership as determined by the most recently prepared statement of condition shall be allocated to the withdrawing partner in proportion to the partner's ownership of the capital of the partnership. In the event, however, a partner should withdraw prior to the _________ anniversary date of his or her admission to the partnership, there shall be subtracted from the value of the interest a sum equal to _________ percent.

If a withdrawing partner, or his or her personal representative, should not agree with the determination of the value of his or her interest by general partner, then an appraiser acceptable to the general partner and the withdrawing partner or his or her personal representative shall be selected. The appraiser shall submit in writing the determination of the gross value of each project, which determination shall be binding upon the partnership and the withdrawing partner, or his or her personal representative. The cost of the appraisal shall be borne solely by the withdrawing partner or his or her personal representative. To the extent required by the determination of the appraiser selected by the general partner and the withdrawing partner or his or her personal representative, the net worth appearing on the most recently prepared statement of condition of the partnership shall be adjusted accordingly, and the value of the withdrawing partner's interest shall be determined in accordance with the provisions set forth in this article.

In the event of a voluntary or involuntary withdrawal as set forth, the purchase price shall be paid by the partnership by the execution of an unsecured promissory note bearing interest at the rate of _________ percent per annum, and calling for _________ equal annual payments of principal and interest commencing one year from the date of execution, except that in the event of withdrawal resulting from expulsion, the note shall bear interest at the rate of _________ percent per annum. The note will limit recourse of the payee in the event of default to the assets of the partnership. The partnership shall have the sole and exclusive option, however, to pay the purchase price for the withdrawing partner's interest in cash immediately upon that determination and the general partner acknowledges its intention to effectuate this action when and if the partnership's financial condition so warrants.

The partnership books of account as prepared and maintained by the partnership accountant shall be conclusive upon the partners in the determination of the balance in the partners' capital accounts for purposes of the computations set forth.

Article 13. Expulsion

The violation of any of the covenants and conditions of this agreement or the conviction of any crime involving moral turpitude committed by a limited partner shall be grounds for expulsion. If there is more than one general partner acting at the time the unanimous concurrence of all general partners shall be required for expulsion. If there is only one general partner acting at that time, the general partner alone may order expulsion.

Article 14. Dissolution and Termination by Operation of Law

The withdrawal or dissolution of general partner shall cause the dissolution and termination of this partnership unless within _________ days following the effective date of withdrawal or dissolution, a majority in interest of the limited partners appoint another person, corporation or other business entity as general partner.

Article 15. Assignment

Except as provided, no limited partner shall sell, transfer or convey all or any part of his or her interest in the partnership, unless he or she has given written notice to the partnership of his or her intention so to do. The notice must name the proposed transferee and specify the terms of purchase. For a period of _________ days the partnership shall then have the option to purchase the interest of the proposed transferor for the price and terms set forth in the written notice. If the option is exercised within the _________ -day period, the transferor shall be given written notice of that fact. If the option is not exercised within _________ -day period, then the interest of a selling limited partner may be transferred at any time within _________ months from the date of notice for the price specified. The purchaser will receive and hold the interest he or she receives subject to all the terms and conditions of this agreement. No transfer authorized by this article shall be accomplished unless and until the transferring partner shall have obtained the prior written consent of the _________ commissioner of corporations, should be required. The responsibility of securing consent and any and all filing fees and legal costs incidental shall be borne solely by the transferring partner.

Any partner may transfer or assign his or her interest in the partnership to another partner or partners or assign for security his or her partnership interest to another partner or partners or to third parties, without notice to the partnership as required and without further complying with the provisions of this article. In the event an assigning partner should default on the obligation secured by the assignment of his or her partnership interest, the partnership shall have the option of either paying to the assignee of the partner those sums as are necessary to satisfy in full the obligation of the assigning partner to the assignee and to release the partnership interest from the assignment, or purchasing the interest of the defaulting partner in accordance with the provisions in Article 12 above. Should the partnership elect to exercise the option to cure the default, the interest of an assigning partner in the partnership capital shall be reduced to the extent of the sums disbursed by the partnership to cure the default. In the event the partnership should not elect to exercise either of the above options, the assignee shall survive to the interest of the defaulting partner only in the event of unanimous consent of all general partners.

Article 16. New Partners; New Capital

(a). In the event new partners are admitted to the partnership or new capital is obtained from existing partners, this instrument shall cover the rights and liabilities of the partners who are original signatories as well as the rights, duties and liabilities of all parties who may later contribute additional capital or be admitted as new partners to this partnership.

(b). The proportionate interest in the capital of the partnership to be allocated to additional capital contributions received from new or existing partners, shall be determined by adding to the total partnership net worth appearing in the most recently prepared statement of condition, the value of the additional capital contributions. The sum resulting shall be designated "partnership net worth" and the proportionate interest to be allocated to the additional capital contributions shall be that fraction having as its numerator the value of the additional capital contributions, and as its denominator "partnership net worth."

(c). The proportionate interest in the capital of the partnership of all existing partners shall be that fraction having as its numerator the value of the partners' capital accounts appearing in the most recently prepared statement of condition, and as its denominator "partnership net worth."

(d). If any offering made under this article should constitute an offering to the public, or in any other manner require approval of the _________ commissioner of corporations, this approval shall be obtained by this general partner.

Article 17. Filing of Certificates

The parties shall, with the execution of this instrument, sign and acknowledge a duplicate certificate of limited partnership, pursuant to the provisions of _________[statutory citation]. They shall cause one (1) of the certificates to be recorded in the office of the recorder of the county in which the principal place of business of the partnership is situated. Amended certificates shall likewise be recorded when and as the amendments are made.

Article 18. Power of Attorney

Each of the limited partners irrevocably constitutes and appoints the general partner the true and lawful attorney for the undersigned to make, execute, sign, acknowledge and file the certificates of limited partnership and/or amendments, as required under the laws of the state of _________, and to include all information required by those laws, and also to make, execute, sign, acknowledge and file all other instruments as may further be required under the laws of the state of _________.

Article 19. Notices

(a). All notices given to the partnership or to the general partner shall be given in writing by registered or certified mail addressed to the partnership at the principal office of the partnership.

(b). All notices given by the partnership or by the general partner to any limited partners shall be given in writing by registered or certified mail addressed to the address set opposite his or her signature at the end of this agreement or to any address as the limited partner may designate in writing.

Article 20. Arbitration

In the event any controversy or claims arising out of this partnership agreement cannot be settled by the partners, or their legal representatives, the controversy or claim shall be settled by arbitration in accordance with the current rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction. In addition to any other sums found to be due, if any, the prevailing party in any proceedings shall be entitled to recover from the other party the cost of the proceedings, including reasonable attorneys' fees.

Article 21. Counterparts

This agreement may be executed in any number of counterparts and when so executed, all of the counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart.

Article 22. Notice of Dissolution

Upon dissolution of the partnership a notice of dissolution shall be published and an affidavit of shall be published and filed as required by law.

In witness, the partners have executed this agreement this _________ day of _________, 19__.

Schedule A.

Limited Partners

Name

Address

Date

 

...................................................................	...................................................................	...................................................................
[Etc.]

 

Schedule B.

_________, Ltd.

Statement of Condition _________, 19__

Initial Investment

Partner's Equity [Date]

 

General Partner:
_________ Corporation	$.................................................................	_____%
Limited Partners:
...................................................................	...................................................................	_____%
...................................................................	...................................................................	_____%
...................................................................	...................................................................	_____%
[Etc.]
Totals	$.................................................................	100.0000%