AGREEMENT OF LIMITED
PARTNERSHIP
TEXAS COMMUNITY ALTERNATIVES
LIMITED PARTNERSHIP
AGREEMENT OF
LIMITED PARTNERSHIP OF TEXAS COMMUNITY ALTERNATIVES LIMITED
PARTNERSHIP dated as of
May 1, 1998, among Community Alternatives Texas Partner, Inc.
(General Partner) and Texas Home Management, Inc. and Normal Life
of North Texas, Inc. (Limited Partners) (herein called the
“Partners”, which term shall include any persons
hereafter admitted to the Partnership and shall exclude any persons
who cease to be Partners).
WHEREAS , the Partners wish to form a limited
partnership (the “Partnership”) pursuant to the terms
and provisions of this Agreement of Limited Partnership (the
“Agreement”) and in accordance with the statutes and
laws of the Commonwealth of Kentucky relating to
partnerships;
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION 1.01
Partnership Name. The name of the Partnership is Texas Community
Alternatives Limited Partnership, and its business shall be
conducted under the name of Texas Community Alternatives Limited
Partnership.
SECTION 1.02
Principal Place of Business. The principal place of business of the
Partnership shall be located at 10140 Linn Station Road,
Louisville, Kentucky, 40223. The location of the principal office
may be changed to such other place and the Partnership may have
such other offices and places of business wherever located as the
General Partner may, from time to time, determine.
SECTION 1.03
Agent for Service of Process. The agent for service of process for the
Partnership shall be CT Corporation System having a business
address at 1511 Kentucky Home Life Building, Louisville, Kentucky
40202, or such other person or corporation as may be designated by
the General Partner and appropriately qualified to
serve.
SECTION 1.04
Effective Date; Duration. The Partnership shall begin on the date of this
Agreement and shall continue thereafter until April 30, 2048,
unless voluntarily dissolved sooner upon the written consent of all
Partners.
SECTION 1.05
Purpose of the Partnership. The Partnership is organized for the purpose of
engaging in and conducting any lawful business permitted by the
laws of the Commonwealth of Kentucky applicable to
partnerships.
SECTION 1.06
Partnership Property. All property owned by the Partnership shall be
held in the name of the Partnership (or in the name of a nominee
for the Partnership) and not in the names of the individual
Partners, and no Partner shall have any individual ownership rights
in such property except for property rights as a
Partner.
SECTION 1.07
Reliance by Third Parties. Persons dealing with the Partnership are
entitled to rely conclusively upon the power and authority of the
General Partner as herein set forth.
SECTION 1.08
Management of Partnership. The General Partner will manage the Partnership
and maintain its books and records. Limited Partners will not
manage the business of the Partnership nor assist in its
management. No Limited Partner will:
a.
act as agent for the Partnership or have the right to bind the
Partnership;
b.
sign or issue checks, promissory notes, or other commercial paper
or documents of indebtedness on the Partnership’s behalf;
or
c.
receive any salary or other compensation from the Partnership other
than to share in its profits or losses as set forth in this
Agreement.
SECTION 2.01
Schedule of Partners. The names and addresses of all the Partners, the
respective amounts that they shall be obligated to contribute to
the capital of the Partnership (“Capital
Contributions”) and their respective Partnership Percentages
(“Partnership Percentages”) shall be set forth in
Schedule I, which shall be filed with the records of the
Partnership and which may be amended from time to time by the
Partners.
SECTION 2.02
Liability of Limited Partners. The Limited Partners of the Partnership are
those Limited Partners identified on Schedule I (as said
Schedule I may be amended with respect to the admission of
additional Partners or withdrawal of any Partners) and their
Initial Capital Contributions are set forth on that Schedule. The
Limited Partners hereby further agree to contribute all of their
tangible and intangible assets associated with the ICF/MR group
homes listed on Schedule I at such time as the Partnership has
received a license to operate such homes from the Texas Department
of Mental Health and Mental Retardation. Normal Life of North
Texas, Inc. further agrees to contribute all of its tangible and
intangible assets associated with its operations of Home and
Community-based Services (HCS) at such time as the Partnership
has received a license to operate HCS services from the applicable
state agency. After such contribution, no Limited Partner shall
have any further liability to contribute to, or in respect of, the
liabilities or the obligations of the Partnership. In no event
shall the Limited Partners be personally liable for any obligations
of the Partnership. No Limited Partner, in its capacity as Limited
Partner, shall have or exercise any rights in connection with the
management of the Partnership or its business nor shall it take any
part in the conduct or control of the Partnership’s
business.
2
SECTION 2.03
General Partner as Limited Partner. The General Partner may also hold an interest in
the Partnership as a Limited Partner.
SECTION 2.04
Admission of New Partners. No new General or Limited Partners will be
admitted to the Partnership without the written consent of all
General Partners and Limited Partners as to both a General or a
Limited Partner’s admission and the terms on which a new
General or Limited Partner is admitted.
SECTION 2.05
No Sale of, Assignment of, or Granting Lien on Partnership
Interest by a Partner. Without the written consent of all General
Partners and Limited Partners, no General Partner shall assign,
mortgage, or give a security interest in General Partner’s
Partnership interest, and no Limited Partner may assign Limited
Partner’s interest in Partnership or substitute a third party
in Limited Partner’s stead as a new Limited Partner.
Notwithstanding any other provision of this Agreement, the Partners
may, without the consent of any other partner, pledge their
interests in the Partnership to PNC Bank Kentucky, Inc. as
Administrative Bank under the Revolving Credit Facility of the
Partners’ parent company, Res-Care, Inc., to which the
Partners are also party.
PARTNERSHIP PERCENTAGES;
ACCOUNTING
SECTION 3.01
Capital Contributions. The original capital of the Partnership shall be
the amount payable by the Partners, set forth in Schedule 1,
and the amounts of each Partner’s Capital Contribution shall
be set forth in Schedule I as it may be amended from time to
time opposite each Partner’s name.
If, at any time
prior to the dissolution of the Partnership, additional capital
shall be required to carry on the objects of the Partnership as
determined by the General Partner, the additional capital shall be
contributed by the Limited Partners in the proportions of their
respective Pro-Rata Shares, as defined in this Agreement, then in
effect, and Schedule I shall be amended to reflect the
increase in Capital Contributions of each Limited Partner. Upon the
admission of any new Partner to the Partnership pursuant to
Section 2.05, Schedule I s
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