SOLAR POWER INTEGRATORS GENERAL PARTNERSHIP AGREEMENTGeneral Partnership Agreement |
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SOLAR POWER, INC. | J.R. CONKEY & ASSOCIATES, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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SOLAR POWER INTEGRATORS
GENERAL PARTNERSHIP AGREEMENT
By and Between
J.R. CONKEY & ASSOCIATES, INC.
and
SOLAR POWER INTEGRATORS, COMMERCIAL, INC.
TABLE OF CONTENTS
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ARTICLE I |
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NATURE OF PARTNERSHIP |
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1.1 |
Formation of General Partnership. |
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1.2 |
Name of Partnership. |
1 |
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1.3 |
Purpose of Partnership. |
1 |
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1.4 |
Principal Place of Business. |
1 |
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1.5 |
Term. |
1 |
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1.6 |
Statement of Partnership and Fictitious Business Name Statement. |
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1.7 |
Definitions. |
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ARTICLE II |
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ADMISSION OF PARTNERS; MANAGING PARTNER |
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2.1 |
Members of Partnerships. |
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2.2 |
Admission of a Substituted Partner. |
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2.3 |
Assignee Partner. |
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2.4 |
Managing Partner. |
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ARTICLE III |
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FINANCIAL |
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3.1 |
Initial Capital Contributions. |
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3.2 |
Loans to Partnership. |
6 |
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3.3 |
Additional Capital Contributions. |
6 |
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3.4 |
Interest on Capital and Income Accounts. |
9 |
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3.5 |
Allocation of Profits and Losses. |
9 |
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3.6 |
Computation of Profits and Losses. |
10 |
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3.7 |
Required Current Distributions of Net Cash. |
10 |
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3.8 |
Discretionary Distribution of Net Cash. |
10 |
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3.9 |
Repayment of Loans and Liquidated Damage. |
10 |
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3.10 |
Loans by Partners; Default Capital Contribution. |
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3.11 |
Other Distributions and Compensation to Partners and/or Affiliates. |
11 |
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3.12 |
Maintenance of Books of Account. |
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3.13 |
Location of Books of Account. |
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3.14 |
Inspection of Books of Account. |
11 |
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3.15 |
Method of Accounting. |
11 |
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3.16 |
Fiscal Year. |
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3.17 |
Capital Accounts. |
11 |
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3.18 |
Financial Statements and Interim Reports. |
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3.19 |
Banking. |
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ARTICLE IV |
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RIGHTS, POWERS, DUTIES, AND RESTRICTIONS OF PARTNERS |
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4.1 |
Managing Partner. |
12 |
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4.2 |
Specific Duties. |
14 |
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4.3 |
General Partners - Devotion of Time to Partnership. |
14 |
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4.4 |
Voting Rights of General Partners. |
14 |
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4.5 |
General Partners Engaging in Other Business. |
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ARTICLE V |
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RESTRICTIONS ON TRANSFERS OF PARTNERSHIP INTERESTS; |
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REMOVAL OF PARTNERS |
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5.1 |
Prohibition Against Transfer. |
15 |
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5.2 |
Right of First Refusal |
15 |
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5.3 |
Death of a Partner. |
16 |
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5.4 |
Removal of General Partner. |
16 |
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5.5 |
Valuation of Interest |
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5.6 |
Payment of Purchase Price |
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5.7 |
Partnership Assumption of Liabilities |
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5.8 |
Covenant Against Dissolution. |
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ARTICLE VI |
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DISSOLUTION OF THE PARTNERSHIP |
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6.1 |
Dissolution and Winding Up. |
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6.2 |
Dissolution Upon Consent. |
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6.3 |
Dissolution Pursuant to California Corporations Code |
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Section 15031(3) and 15031(5). |
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6.4 |
Dissolution Upon Sale or Disposition. |
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6.5 |
Dissolution Upon Judicial Decree. |
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6.6 |
Responsibility for Winding Up. |
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6.7 |
Liquidation and Distribution. |
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6.8 |
Negative Capital Accounts. |
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6.9 |
Filing Certificate of Dissolution. |
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ARTICLE VII |
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PARTNERSHIP MEETINGS |
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7.1 |
Call and Place of Meetings. |
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7.2 |
Notice of Meeting. |
20 |
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7.3 |
Quorum. |
20 |
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7.4 |
Adjournment of Meetings. |
20 |
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7.5 |
Meetings Not Duly Called, Noticed, or Held. |
20 |
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7.6 |
Waiver of Notice. |
21 |
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7.7 |
Consent to Action Without Meeting. |
21 |
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7.8 |
Proxies. |
21 |
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ARTICLE VIII |
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MISCELLANEOUS CLAUSES AND REPRESENTATIONS |
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8.1 |
Arbitration; Valuation of Interest. |
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8.2 |
DISPUTE RESOLUTION. |
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8.3 |
Amendments. |
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8.4 |
Indemnification |
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8.5 |
Notices. |
26 |
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8.6 |
Governing Law. |
26 |
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8.7 |
Binding on Heirs and Successors. |
26 |
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8.8 |
Counterparts. |
26 |
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8.9 |
Attorneys' Fees. |
26 |
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8.10 |
Coordination with Uniform Partnership Act. |
27 |
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8.11 |
Section 754 Election. |
27 |
3
GENERAL PARTNERSHIP AGREEMENT
THIS AGREEMENT is made and entered into by and between J.R. CONKEY & ASSOCIATES, INC., a California corporation (“JRC”), with address at 735 Sunrise Avenue, Suite 200, Roseville, California 95661, and SOLAR POWER INTEGRATORS, COMMERCIAL, INC., a California corporation (“SPIC”), with address at 4080 Cavitt Stallman Road, Suite 100, Granite Bay, California 95746, each of whom has executed the original or a counterpart of this Agreement.
In consideration of the mutual covenants and conditions contained herein, it is hereby agreed by and between the parties as follows:
ARTICLE I
NATURE OF PARTNERSHIP
1.1 Formation of General Partnership. JRC and SPIC hereby form a General Partnership (hereinafter referred to as "the Partnership") pursuant to the provisions of Chapter 1, Title 2 of the Corporations Code of the State of California, known as the "Uniform Partnership Act" of California.
1.2 Name of Partnership. The Partnership name shall be SOLAR POWER INTEGRATORS, a California General Partnership.
1.3 Purpose of Partnership. The purpose of the Partnership shall be the sales, design and installation of solar systems. The Partnership may engage in any other lawful business as from time to time may be deemed advisable or proper by a majority vote of the General Partners.
1.4 Principal Place of Business. The principal place of business of the Partnership shall be 735 Sunrise Avenue, Suite 200, Roseville, California 95661, or at such other place or places within California as may be determined from time to time by a majority vote of the General Partners.
1.5 Term. The Partnership shall commence on execution of this Partnership Agreement and shall continue for a period of thirty (30) years unless sooner dissolved, as hereinafter provided.
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1.6 Statement of Partnership and Fictitious Business Name Statement. The Managing Partner shall (concurrently with the execution of this Agreement) sign and acknowledge a Statement of Partnership pursuant to the provisions of Section 15010.5 of the Corporations Code of the State of California. Such Statement shall be filed for record in the Office of the Recorder for the county in which the principal place of business of the Partnership is situated, and in the Office of the Recorder of each county in which the Partnership shall have a place of business or in which real property it owns shall be situated.
In addition, the General Partners shall file and publish a Statement of Fictitious Business Name as required by Sections 17900 through 17930 of the California Business and Professions Code and any other notices, certificates, statements or other instruments required by any provision of any law of the United States or any state or other jurisdiction which may govern the formation of a Partnership or the conduct of its business from time to time.
1.7 Definitions. As used herein, the following terms shall have the respective meanings indicated:
A. "Additional Capital" shall mean the amount of cash which may be required to be contributed from time to time by the General Partners for the purposes of paying the expenses of the Partnership including (without limitation) debt service, property taxes, insurance, development and improvement costs, contributions, litigation expenses, engineering fees, accounting fees, attorneys' fe
