FNIS Flood Services,
L.P.
Limited Partnership
Agreement
This Limited
Partnership Agreement (the “Agreement”) is made this
April 1, 2002, by and between FNIS Flood Group, LLC (the
“General Partner”) and FNIS Flood of California, LLC
(the “Limited Partner”). The General Partner and the
Limited Partner are collectively referred to as the
“Partners”.
Article I. The
Partnership
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1.01.
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Formation . The Partners hereby form a Limited
Partnership (the “Partnership”) under and pursuant to
the Delaware Revised Uniform Limited Partnership Act (the
“Act”).
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1.02.
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Certificate of Limited
Partnership. The General Partner shall
immediately execute a Certificate of Limited Partnership and cause
the certificate to be filed with the Office of the Secretary of
State of the State of Delaware. Thereafter, from time to time, the
General Partner shall execute and cause to be filed any original or
amended certificates evidencing the formation and operation of this
Partnership whenever required under the laws of the State of
Delaware or of any other states where the Partnership shall
undertake business.
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1.03.
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Name of the Partnership
. The name of the
Partnership shall be:
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FNIS Flood
Services, L.P.
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The
business of the Partnership shall be conducted under that name and
under any variations of that name that may be necessary to comply
with the laws of other states within which the Partnership may do
business or make investments. The General Partner shall promptly
execute and file with the proper offices in each state
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in
which the Partnership may conduct its activities any certificate
required by the state in connection with the use of a trade name or
fictitious or assumed name.
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1.04.
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Purpose of the
Partnership. The purposes of the Partnership
shall be to engage in a flood certification business nationwide.
The Partnership shall possess and may exercise such powers as are
necessary or convenient to the conduct, promotion, or attainment of
the business, purposes, or activities of the
Partnership.
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1.05.
Location of Principal Place of Business. The principal place
of business shall be located at:
4050 Calle
Real
Santa Barbara, CA 93110
Santa Barbara County, California
Additional
places of business of the Partnership may be located elsewhere as
determined by the General Partner.
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1.06.
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Registered Office and Registered
Agent. The
initial registered agent and registered office of the Partnership
shall be:
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The Corporation
Trust Company
1209 Orange Street
Wilmington, DE 19801
County of New Castle, Delaware
The Partnership
may change the registered office and agent at any time.
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1.07.
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Term of Partnership.
The Partnership shall
commence as of the date of filing of a Certificate of Limited
Partnership with the office of the Secretary of State of the State
of Delaware and shall continue in existence until dissolved in
accordance with Article XIII of this Agreement.
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2.01.
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Name and Addresses of
Partners
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a.
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General Partner.
The name and address of
the General Partner of the Partnership are:
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FNIS Flood Group, LLC
4050 Calle Real
Santa Barbara, CA 93110
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There are no other general partners
of this Partnership and no other person or entity has any right to
take part in the active management of the business affairs of the
Partnership.
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b.
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Limited Partners.
The name and address of
the Limited Partner of the Partnership are:
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FNIS Flood of California, LLC
4050 Calle Real
Santa Barbara, CA 93110
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There
are no other limited partners to the Partnership.
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2.02.
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Admission of Additional General
Partners .
Subject to any other provision of this Agreement, a person may be
admitted as a general partner after the Certificate of Limited
Partnership is filed only with the written consent of all General
Partners and a majority in interest of the Limited
Partners.
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2.03.
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Admission of Additional Limited
Partners .
Subject to any other provision of this Agreement, a person may be
admitted as a Limited Partner after the Certificate of Limited
Partnership is filed with the written consent of all General
Partners and a majority in interest of the Limited
Partners.
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2.04.
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Additional Partners Bound by
Agreement .
Before any person is admitted to the Partnership as a general
partner or a limited partner, that person shall agree in writing to
be bound by all the provisions of this Agreement.
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Article III. Contributions of
Capital
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3.01.
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Initial Contributions.
The capital to be
contributed initially to the Partnership by the Partners shall be
in cash and in the sum set opposite each Partner’s name in
Exhibit A. Each Partner shall be liable to the Partnership to
contribute to the capital of the Partnership the full amount of its
initial capital contribution.
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3.02.
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Future Contributions
. No additional capital
contributions shall be required unless all of the Partners consent
in writing.
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Article IV. Allocation of
Profits and Losses and Distributions
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4.01.
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Allocation of Profits and
Losses. The
amount of net profits and net losses of the Partnership to be
allocated to and charged against each Partner shall be determined
by the percentage set opposite each Partner’s name in
Exhibit A.
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4.02.
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Definition of Profits and
Losses . The
term “profits” is defined to be income or gain of any
kind that is actually received by the Partnership or that, because
of generally accepted accounting procedures, must be deemed to have
been received by the Partnership. The term “losses” is
defined to be any deduction, expenditure, or charge that is
actually incurred by the Partnership or that, because of generally
accepted accounting procedures, must be deemed to have been
incurred by the Partnership.
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4.03.
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Cash Distributions
. Cash, when available,
may be distributed by the General Partner to all Partners in the
same ratio as profits and losses are shared. Cash distributions
from the Partnership may be made by the General Partner to all
Partners without regard to the profits or losses of the Partnership
from operations, provided that no cash distributions shall be made
that will impair the ability of the Partnership to pay its just
debts as they mature. The General Partner shall determine when, if
ever, cash distributions shall be made to the Partners, pursuant to
the provisions of this Agreement. There shall be no obligation to
return to the General Partner or the Limited Partner, or to any one
of them, any part of their capital contributed to the Partnership,
so long as the Partnership continues in existence. No Partner shall
be entitled to any priority or preference over any other Partner as
to cash distributions.
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No
interest shall be paid to any Partner on the initial contributions
to the capital of the Partnership or on any subsequent
contributions of capital.
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4.04.
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Distributions other than
cash. No
Partner shall have the right to receive property other than money
on the distribution of profits. No Partner may be compelled to
accept the distribution of any asset in kind from the Partnership
in lieu of any distribution of money due that Partner.
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Article V. Ownership of
Partnership Property
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5.01.
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Partnership Property.
All real or personal
property, including all improvements placed or located on it,
acquired by the Partnership shall be owned by the Partnership,
subject to the other terms and provisions of this Agreement. Each
Partner expressly waives the right to require partition of any
Partnership property or any part of it.
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Article VI. Fiscal
Matters
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6.01.
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Partnership Accounting
Year. The
Partnership’s books and records and all required income tax
returns shall be kept or made on the calendar year basis. The
General Partner shall determine whether the cash or accrual method
of accounting is to be used in keeping the Partnership
records.
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6.02.
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Books and Records.
The General Partner
shall keep just and true books of account and all other Partnership
records at the office of the Partnership and shall make them
available to all Partners at any time during normal business hours.
The copying by a Partner, or his or her designated agent, of all or
any part of the records, at the expense of that Partner, is
specifically authorized. Within ninety days after the close of each
calendar year of the Partnership, the General Partner shall furnish
to all Partners a year-end balance sheet for the Partnership and a
full and detailed financial report on the business operations of
the Partnership for and during the entire preceding year. The
General Partner shall furnish to all Partners any additional
information necessary to complete their federal and state income
tax forms, including statements of the net distributable income or
loss to each Partner from the operation of the Partnership. All of
the above duties and services to be performed by the General
Partner shall be deemed an expense of the Partnership.
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6.03.
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Partnership Bank
Accounts. The
General Partner shall receive all moneys of the Partnership and
shall deposit the money in one or more Partnership banking
accounts. All expenditures by the General Partner shall be made by
checks drawn against the Partnership banking account.
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Article VII. Management of
Partnership Affairs
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7.01.
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Control and Management.
The General Partner
shall have sole and exclusive control of the Partnership. Subject
to any limitations expressly set forth in this Agreement, the
General Partner shall have the authority to take all actions from
time to time that they may deem to be necessary, appropriate, or
desirable in connection with the management and conduct of the
business and affairs of the Partnership, including without
limitation the power to:
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a.
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Acquire or dispose of real property
(including any interest in real property) for cash, securities, or
other property, on any terms and conditions that the General
Partner may, from time to time, determine;
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b.
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Acquire, own, hold, improve, manage,
and lease property either alone or in conjunction with others
through partnerships or other business associations;
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Finance the Partnership’s
activities by borrowing money from third parties, on the terms and
conditions that the General Partner deems appropriate. If money is
borrowed for Partnership purposes, the General Partner is
authorized to
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pledge, mortgage, encumber, and
grant security interests in Partnership properties for the
repayment of the loans;
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d.
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Employ, retain or otherwise secure
contracts with personnel or firms to assist with the management and
general operation of the Partnership on terms and conditions that
the General Partner deems advisable; and
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Take any and all other actions
permitted under the Act that is customary or reasonably related to
operating the Partnership.
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7.02.
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Restrictions on Limited
Partners. The
Limited Partner shall not have either the obligation or the right
to take part, directly or indirectly, in the active management of
the business, and no Limited Partner is authorized to perform any
act in the name of or on behalf of either the General Partner or
the Partnership. The Limited Partner is specifically prohibited
from having any voice or taking part in the business affairs or
business operations of the Partnership, directly or indirectly. The
Limited Partner is specifically prohibited from doing any act that
will cause the Limited Partner to be classified as a General
Partner of the Partnership.
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7.03.
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Responsibility of General
Partner . The
General Partner shall exercise ordinary business judgment in
managing the affairs of the Partnership. Unless fraud, deceit, or a
wrongful taking is involved, the General Partner shall not be
liable or obligated to the Limited Partner for any mistake of fact
or judgment made by the General Partner in operating the business
of the Partnership that results in any loss to the Partnership or
its Partners. The General Partner does not in a
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