LEGAL APPROVAL
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PARTNERSHIP AGIlliEMENT
AGREEMENT made the
day of
, 1987, by
and between STEVEN J. DENHOLTZ, residing at 204 Yale Drive,
Lincroft, New Jersey, 07738, JACK W. DENHOLTZ, residing at
3170 South Ocean Blvd., N-502, Palm Beach, Florida, STEWART F.
DENHOLTZ, residing at 29-H Nob Hill, Roseland, New Jersey 07068,
and STEVEN RHODES, with an office at 515 N. Flagler Drive,
West Palm Beach, Florida, Suite 501, hereinafter referred to
as the "Parties."
WHEREAS, the Parties hereto desire to enter into a partner-
ship; and
WHEREAS, the Parties hereto have agreed to the terms and
provisions herein;
NOW, THEREFORE, ~n consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
1. Name of the Partnership.
The Parties do hereby form a partnership to be known as
Cross Creek Associates and shall do business under said name in
connection with the acquisition, ownership, management, and
disposition of real property. The partnership shall be a
partnership of the State of Florida.
2. Address of the Partnership.
The address of the partnership shall be 515. N. Flagler Drive,
West Palm Beach, Florida, Suite 501.
3. Purposes of the Partnership.
The purpose of the partnership shall be to purchase, manage,
operate, develop and dispose of real and personal property.
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4. Effective Date and Term of Partnership.
The partnership shall continue unless terminatej as herein
provided.
5. Interest of the Partners in the Partnership.
~he Parties hereto shall be owners in the partne=ship 1n the
following interests:
Stewart Denholtz-
Steven J. Denholtz-
Jack W. Denholtz-
Steven Rhodes-
'11.25%
25.50%
38.25%
25.00%
6. Profit and Loss.
It is hereby stipulated and agreed that all gains, profits
and losses shall be allocated to the partners in the following
interests:
Stewart Denholtz-
Steven J. Denholtz-
Jack W. Denholtz-
Steven Rhodes-
11~25%
25.50%
38.25%
25.00%
7. Contributions to Partnership.
The Parties shall contribute funds to the partnership in
accordance with their respective partnership interests as set
forth herein. All funds contributed by a partner in an amount
disproportionate to his partnership interst shall bear interest
at the rate of prime plus one (1%) percent.
8. Deposit of Partnership Funds.
All funds of the partnership shall be deposited in its name
in a depository in any recognized banking institution as
shall be mutually agreed on. The auihorized signature in
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connection wit)l a savings or checking account shall be either
Steven J. Denholtz or Jack W. Denholtz or any other person
designated by the partnership.
Only the signature of one partner
or his designated representative shall be necessary to sign checks.
9. Management, Duties and Restrictions.
The consent of a majority in interest of the partners shall be
necessary with respect to the power and authority to sell and convey
the partnership's real and personal property, lease, mortgage, or
make any other disposition of any of the lands and premises owned
by said partnership.
It is further understood and agreed that the
signature of one partner shall have the power to bind the partnership
on behalf of the partnership business including but not limited to
agreements, notes, bonds, deeds, mortgages, etc.
Each partner may have other business interests and may engage
in any other business or trade, profession or employment whatsoever,
on his own account, or in partnership with or as an employee of or
as an officer, director or shareholder of any other person, firm
or corporation; and he shall not be required to devote his entire
time to the business of the partnership.
10. Disposition of Interest of Deceased Partner.
Upon the death of any of the partners herein, his partnership
interest shall pass to said decedent's estate.
The within part-
nership shall not terminate on the death of any partner.
11. Procedure for Diposition of Partner's Interest
in the Partnership.
No partner shall at any time, asslgn, mortgage, or sell his
interest in the partnership unless such assignment, mortgage, or
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sale shall be to the non-assigning, mortgaging or selling partner.
Should any partner decJ.are or [ile a petition in bankruptcy, the
non-bankrupt partners shall have the right to purchase, for 011e
($1.00) Dollar the interest of the bankrupt partner in the
partnership on a pro rata basis.
12. Amendment and T~rmination o~ Partnership Agreement.
This Agreement may be altered, amended or changed, in whole or
1n part, or be terminated, by an ag~eement, in writing of all the
partners. This partnership Agreement shall not be terminated by the
death of any partner or for any other reason except upon the mutual
agreement of the Parties hereto unless otherwise herein stated.
13. Books and Records of the Partnership.
It is hereby stipulated and agreed that at all times during the
continuance of the said partnership, there shall be had and kept
just and true books of account wherein each of the said parties shall
enter and set down as well, all the money by them or anyone of them
received, paid, laid out, or expended in and about the said partnership
business, and all other matters and things whatsoever to the said
business and the management thereof in any way belonging or appertainin~
which such books shall be used in common between the said Parties, 'so
that anyone of them may have access thereto without any interruption
or hinderance from one another.
14. Decision by Majority of Interest.
Unless otherwise herein stated in Paragraph 11, the decision of
a majority of the ownership interests of the partnership shall be
binding upon the partnership.
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