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EXHIBIT 3.12
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
JONES ROAD LANDFILL & RECYCLING, LTD.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this
"Agreement")
effective as of the 30th day of December, 2003.
WITNESSETH:
WHEREAS, the parties hereto have formed a limited partnership
(the
"Partnership") pursuant to the Florida Uniform Limited
Partnerships Act, Title
XXXVI, Chapter 620 of Florida Statutes; and
WHEREAS, the parties hereto wish to enter into this Agreement to
amend and
restate in their entirety any prior agreements between partners
of the
Partnership, whether written or oral, and to set forth their
respective rights
and obligations relating to the Partnership and certain other
agreements
concerning the Partnership.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby
agree as follows:
FIRST: The name of the Partnership is Jones Road Landfill &
Recycling,
Ltd.
SECOND: The Partnership is organized primarily for the object
and purpose
of (a) owning and operating a landfill in Jacksonville, Florida
and (b) engaging
in such additional acts and activities and conducting such other
businesses
related or incidental to the foregoing as the General Partner
shall deem
necessary or advisable.
THIRD: The principal place of business of the Partnership is:
3400 Jones
Road, Jacksonville, Florida 32220.
FOURTH: The name and business address of each member of the
Partnership,
general and limited, are as follows:
Name Address
GENERAL PARTNER
BFI Waste Systems of North 15880 North Greenway-
America, Inc. Hayden Loop
Scottsdale, AZ 82560
LIMITED PARTNER
Browning-Ferris Industries of 15880 North Greenway-
Florida, Inc. Hayden Loop
Scottsdale, AZ 82560
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FIFTH: The latest date upon which the Partnership shall dissolve
is
December 31, 2029, unless otherwise continued in accordance with
the terms of an
Amendment to the Certificate of Limited Partnership.
SIXTH: Capital may be contributed by the partners from time to
time as
agreed by all the partners.
SEVENTH: The capital contribution of any partner may from time
to time be
returned as agreed by all the partners.
EIGHTH: The profits and losses of the Partnership in each year
shall be
divided among the partners in proportion to the respective
amounts of capital
contributions made or agreed to be made by them. As of the date
of this
Agreement, 99% of the capital contributions have been made by
the Limited
Partner and 1% of the capital contributions have been made by
the General
Partner. No partner has agreed to be make any additional capital
contributions.
NINTH: The management of the Partnership shall be vested
exclusively in
the General Partner.
TENTH: One or more new partners, limited or general, may be
admitted to
the Partnership upon the approval of the General Partner.
Partners may transfer
their interests in the Partnership without the necessity of
obtaining
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