District of Columbia Contracts Agreements

Limited Partnership Agreement (District of Columbia)

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A DISTRICT OF COLUMBIA LIMITED PARTNERSHIP

Effective Date: [__/__/____]

This Limited Partnership Agreement ("Agreement") is entered into by and among the undersigned parties, effective as of the date set forth above, for the purpose of forming a limited partnership pursuant to the District of Columbia Uniform Limited Partnership Act of 2010 (D.C. Code § 29-701.01 et seq.).

ARTICLE I: DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the District of Columbia Uniform Limited Partnership Act of 2010 (D.C. Code § 29-701.01 et seq.), as amended from time to time.

(b) "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person; (ii) any officer, director, general partner, member, or trustee of such Person; or (iii) any Person who is an officer, director, general partner, member, or trustee of any Person described in clauses (i) or (ii).

(c) "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time.

(d) "Bankruptcy" means, with respect to any Person: (i) the entry of a decree or order for relief by a court of competent jurisdiction in any involuntary case under any bankruptcy, insolvency, or similar law; (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar agent for such Person or for any substantial part of such Person's property; (iii) the ordering of the winding up or liquidation of such Person's affairs; (iv) the filing of a petition in any such involuntary bankruptcy case which is not dismissed within ninety (90) days; (v) the commencement by such Person of a voluntary case under any bankruptcy, insolvency, or similar law; (vi) the consent by such Person to the entry of an order for relief in an involuntary case; (vii) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar agent for such Person; or (viii) the making by such Person of any general assignment for the benefit of creditors.

(e) "Capital Account" means, with respect to each Partner, the account maintained by the Partnership in accordance with Section 4.4 of this Agreement.

(f) "Capital Contribution" means any contribution of cash, property, services rendered, a promissory note, or other obligation to contribute cash or property, or other benefit described in D.C. Code § 29-705.01, made by or on behalf of any Partner to the Partnership.

(g) "Certificate" means the Certificate of Limited Partnership filed with the District of Columbia Department of Consumer and Regulatory Affairs pursuant to D.C. Code § 29-702.01, as amended or restated from time to time.

(h) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(i) "Distribution" means a transfer of money or other property from the Partnership to a Partner on account of a Transferable Interest or in such Partner's capacity as a Partner, as defined in D.C. Code § 29-701.02.

(j) "Fiscal Year" means the Partnership's fiscal year, which shall be the calendar year unless otherwise determined by the General Partner.

(k) "General Partner" means any Person who has been admitted to the Partnership as a general partner in accordance with this Agreement and who has not dissociated as a general partner pursuant to D.C. Code § 29-706.03.

(l) "Limited Partner" means any Person who has been admitted to the Partnership as a limited partner in accordance with this Agreement and who has not dissociated as a limited partner.

(m) "Losses" means items of Partnership loss and deduction determined according to Section 5.1 of this Agreement.

(n) "Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to vote on the matter at issue.

(o) "Partner" means any General Partner or Limited Partner.

(p) "Partnership" means the limited partnership formed pursuant to this Agreement and governed by the Act.

(q) "Partnership Interest" means a Partner's entire interest in the Partnership, including such Partner's Transferable Interest and all management and other rights.

(r) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name on Exhibit A attached hereto, as adjusted from time to time in accordance with this Agreement.

(s) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental authority, or other entity.

(t) "Profits" means items of Partnership income and gain determined according to Section 5.1 of this Agreement.

(u) "Tax Matters Partner" means the Partner designated pursuant to Article X of this Agreement to act as the Partnership representative for federal income tax purposes.

(v) "Transfer" means any direct or indirect sale, assignment, pledge, encumbrance, hypothecation, gift, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

(w) "Transferable Interest" means a Partner's right to receive Distributions from the Partnership, whether or not the Partner remains a Partner, as defined in D.C. Code § 29-701.02.

(x) "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code.

ARTICLE II: FORMATION OF PARTNERSHIP

2.1 Formation. The Partners hereby form a limited partnership pursuant to the Act. The General Partner shall file or cause to be filed the Certificate with the District of Columbia Department of Consumer and Regulatory Affairs in accordance with D.C. Code § 29-702.01.

2.2 Partnership Name. The name of the Partnership shall be:

[________________________________], L.P.

The Partnership may conduct business under such name or any other name approved by the General Partner, provided such name complies with D.C. Code § 29-103.01 and § 29-103.02(d).

2.3 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office from time to time upon written notice to all Partners.

2.4 Registered Agent. The Partnership's registered agent in the District of Columbia shall be:

Name: [________________________________]

Address: [________________________________]
[________________________________]
[________________________________]

The General Partner may change the registered agent from time to time in accordance with applicable law.

2.5 Term. The Partnership shall have perpetual duration pursuant to D.C. Code § 29-701.04, unless earlier dissolved in accordance with Article XII of this Agreement or the Act.

2.6 Limited Liability Limited Partnership Election.

☐ The Partnership hereby elects to be a Limited Liability Limited Partnership (LLLP) pursuant to D.C. Code § 29-701.02 and § 29-704.06. The Certificate shall contain a statement that the Partnership is a limited liability limited partnership.

☐ The Partnership does not elect LLLP status at this time. The General Partner(s) shall have unlimited personal liability for Partnership obligations as provided by law.

ARTICLE III: PURPOSE AND POWERS

3.1 Purpose. The purpose of the Partnership shall be to engage in the following business activities:

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all activities necessary, incidental, or convenient to accomplish such purposes, and any other lawful business purpose permitted under the Act.

3.2 Powers. The Partnership shall have all powers necessary or convenient to carry on its activities and affairs, including without limitation the powers set forth in D.C. Code § 29-701.05, specifically including the power to:

(a) Sue, be sued, and defend in its own name;

(b) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and deal in real or personal property;

(d) Borrow money and issue notes, bonds, and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property;

(e) Lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(f) Conduct its business, carry on its operations, and exercise its powers in any jurisdiction;

(g) Appoint agents and employees and fix their compensation;

(h) Make and alter partnership agreements for the administration and regulation of its affairs;

(i) Make donations for the public welfare or for charitable, scientific, or educational purposes;

(j) Transact any lawful business that will aid governmental policy; and

(k) Make payments or donations and do any other act, not inconsistent with law, that furthers the business of the Partnership.

ARTICLE IV: CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth opposite such Partner's name on Exhibit A attached hereto. The initial Capital Contributions shall be made on or before:

Date: [__/__/____]

4.2 Additional Capital Contributions.

(a) Mandatory Additional Contributions. No Partner shall be required to make additional Capital Contributions except as unanimously agreed by all Partners in writing.

(b) Voluntary Additional Contributions. A Partner may make additional Capital Contributions only with the prior written consent of the General Partner. The terms of any additional Capital Contribution, including any adjustment to Percentage Interests, shall be set forth in a written amendment to this Agreement executed by all Partners.

(c) Capital Call Procedure. If additional capital is required for Partnership operations, the General Partner may issue a capital call notice to all Partners specifying:

(i) The total amount of additional capital required;
(ii) Each Partner's pro rata share based on Percentage Interests;
(iii) The purpose for which the capital is required;
(iv) The date by which contributions must be made (not less than thirty (30) days from the date of the notice); and
(v) The consequences of failing to contribute.

4.3 Form of Capital Contributions. Capital Contributions may be made in cash or, with the consent of the General Partner, in property at the fair market value thereof as reasonably determined by the General Partner.

4.4 Capital Accounts.

(a) Maintenance. The Partnership shall maintain a separate Capital Account for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Credits. Each Partner's Capital Account shall be credited with:

(i) The amount of cash contributed by such Partner to the Partnership;
(ii) The fair market value of property contributed by such Partner (net of any liabilities secured by such property);
(iii) Allocations of Profits and other items of income and gain allocated to such Partner; and
(iv) The amount of any Partnership liabilities assumed by such Partner or secured by any property distributed to such Partner.

(i) The amount of cash distributed to such Partner by the Partnership;
(ii) The fair market value of property distributed to such Partner (net of any liabilities secured by such property);
(iii) Allocations of Losses and other items of loss and deduction allocated to such Partner; and
(iv) The amount of any liabilities of such Partner assumed by the Partnership or secured by any property contributed by such Partner.

4.5 Return of Capital. Except as otherwise provided in this Agreement or required by law, no Partner shall have the right to withdraw or receive a return of any Capital Contribution. No Partner shall be entitled to interest on Capital Contributions.

4.6 Liability for Capital Contributions. A Partner's obligation to make a Capital Contribution may be compromised only with the consent of all Partners. A creditor of the Partnership who extends credit or otherwise acts in reliance on an obligation to contribute described in this Article IV, without notice of any compromise, may enforce the original obligation pursuant to D.C. Code § 29-705.02.

ARTICLE V: ALLOCATIONS

5.1 Determination of Profits and Losses. For each Fiscal Year, Profits and Losses shall be determined on the same basis used for federal income tax purposes, with the following adjustments:

(a) Items of income, gain, loss, and deduction that are specially allocated pursuant to Section 5.3 shall be excluded from the computation of Profits and Losses;

(b) Any tax-exempt income received by the Partnership shall be included in computing Profits;

(c) Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure shall be included in computing Losses; and

(d) In the event the book value of any Partnership asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be treated as an item of gain or loss.

5.2 Allocation of Profits and Losses.

(a) Profits. After giving effect to the special allocations in Section 5.3, Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(b) Losses. After giving effect to the special allocations in Section 5.3, Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase a deficit in such Partner's Capital Account.

5.3 Special Allocations. Notwithstanding any other provision of this Agreement, the following special allocations shall be made in the following order of priority:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such Fiscal Year in accordance with Treasury Regulations Section 1.704-2(f).

(b) Partner Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain attributable to a partner nonrecourse debt during any Fiscal Year, each Partner who has a share of the partner minimum gain attributable to such partner nonrecourse debt shall be allocated items of Partnership income and gain in accordance with Treasury Regulations Section 1.704-2(i)(4).

(c) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate any deficit in such Partner's Capital Account created by such adjustments, allocations, or distributions as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss for the partner nonrecourse debt to which such deductions are attributable.

5.4 Tax Allocations. Income, gain, loss, deduction, and credit for federal, state, and local income tax purposes shall be allocated among the Partners in accordance with the allocations of Profits, Losses, and items thereof pursuant to this Article V, except as otherwise required by Code Section 704(c) and the Treasury Regulations thereunder.

5.5 Allocation Rules.

(a) Allocations shall be made as of the last day of each Fiscal Year and at such other times as permitted or required under the Code and Treasury Regulations.

(b) For purposes of determining Profits, Losses, or any other items allocable to any period, such items shall be determined on a daily, monthly, or other basis as determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

ARTICLE VI: DISTRIBUTIONS

6.1 Timing and Amount of Distributions. Distributions shall be made at such times and in such amounts as determined by the General Partner in its sole discretion, subject to the limitations set forth in this Article VI and the Act.

6.2 Distributions in General. Subject to Section 6.4 and the Act, available cash and other property shall be distributed to the Partners in proportion to their respective Percentage Interests.

6.3 Tax Distributions. Notwithstanding Section 6.2, the General Partner shall use reasonable efforts to cause the Partnership to distribute to each Partner, at least annually, an amount equal to such Partner's share of the Partnership's net taxable income multiplied by the highest marginal federal and state income tax rate applicable to individuals, to enable Partners to pay income taxes attributable to Partnership income.

6.4 Limitations on Distributions.

(a) The Partnership shall not make any Distribution if, after giving effect to such Distribution:

(i) The Partnership would not be able to pay its debts as they become due in the ordinary course of the Partnership's activities and affairs; or

(ii) The Partnership's total assets would be less than the sum of its total liabilities plus, unless this Agreement permits otherwise, the amount that would be needed, if the Partnership were to be dissolved, wound up, and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of Partners whose preferential rights are superior to those of Persons receiving the Distribution.

(b) A Partner may not receive a Distribution to the extent that, after giving effect to the Distribution, all liabilities of the Partnership would exceed the fair value of the Partnership's assets, in accordance with D.C. Code § 29-705.08.

6.5 Distribution upon Dissociation. A Partner shall not have the right to receive a Distribution on account of dissociation, in accordance with D.C. Code § 29-705.05.

6.6 Distributions in Kind. No Partner may demand or receive property other than cash in return for the Partner's Capital Contribution except as otherwise agreed by the General Partner. If any assets of the Partnership are distributed in kind, such assets shall be distributed on the basis of their fair market value as reasonably determined by the General Partner.

6.7 Withholding. The Partnership may withhold from Distributions to any Partner any amounts required to be withheld under federal, state, or local tax laws. Any amounts so withheld shall be treated as having been distributed to such Partner.

ARTICLE VII: MANAGEMENT

7.1 Management by General Partner. Except as otherwise provided in this Agreement, the business and affairs of the Partnership shall be managed exclusively by the General Partner. The General Partner shall have full, complete, and exclusive authority, power, and discretion to manage and control the business, affairs, and properties of the Partnership and to make all decisions affecting the Partnership.

7.2 Powers of General Partner. Without limiting the generality of Section 7.1, the General Partner shall have the power and authority to:

(a) Execute, deliver, and perform contracts, leases, and other agreements on behalf of the Partnership;

(b) Open, maintain, and close bank accounts and other depository accounts;

(d) Hire, compensate, supervise, and terminate employees, agents, and independent contractors;

(e) Acquire, hold, manage, encumber, and dispose of Partnership property;

(f) Bring and defend legal actions on behalf of the Partnership;

(g) Determine the amount and timing of Distributions;

(h) Make all tax elections on behalf of the Partnership;

(i) Execute and file all documents required to be filed with governmental authorities;

(j) Establish reserves for Partnership obligations and contingencies;

(k) Maintain Partnership books and records;

(l) Prepare and distribute financial statements and tax returns; and

(m) Take any and all other actions necessary, appropriate, or convenient to carry out the purposes of the Partnership.

7.3 Actions Requiring Approval of Limited Partners. Notwithstanding Section 7.1, the General Partner shall not, without the prior written consent of a Majority in Interest of the Limited Partners, take any of the following actions:

(a) Sell, lease, exchange, or otherwise dispose of all or substantially all of the Partnership's assets outside the ordinary course of business;

(b) Merge, consolidate, or convert the Partnership;

(d) Amend this Agreement except as permitted by Section 13.1;

(e) Dissolve the Partnership except as provided in Article XII;

(f) Incur indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;

(g) Make any single capital expenditure in excess of $[________________________________];

(h) Enter into any transaction with an Affiliate of the General Partner except on terms no less favorable to the Partnership than would be obtained in an arm's-length transaction;

(i) Change the nature of the Partnership's business;

(j) File a voluntary petition in bankruptcy on behalf of the Partnership; or

(k) Take any action that would cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

7.4 Duties of General Partner. The General Partner shall owe to the Partnership and the Limited Partners the fiduciary duties of loyalty and care as set forth in D.C. Code § 29-704.08:

(a) Duty of Loyalty. The duty of loyalty of the General Partner includes the obligation to:

(i) Account to the Partnership and hold as trustee for it any property, profit, or benefit derived by the General Partner in the conduct of the Partnership's activities and affairs or from a use by the General Partner of the Partnership's property;

(ii) Refrain from dealing with the Partnership in the conduct of the Partnership's activities and affairs as or on behalf of a Person having an interest adverse to the Partnership; and

(iii) Refrain from competing with the Partnership in the conduct of the Partnership's activities and affairs before the dissolution of the Partnership.

(b) Duty of Care. The duty of care of the General Partner in the conduct of the Partnership's activities and affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(c) Good Faith and Fair Dealing. The General Partner shall discharge its duties consistently with the obligation of good faith and fair dealing.

7.5 Limited Partners. The Limited Partners shall have no right to participate in the management or control of the Partnership's business. No Limited Partner shall have any authority to act for or bind the Partnership.

7.6 Limited Duties of Limited Partners. A Limited Partner shall not have any fiduciary duty to the Partnership or any other Partner solely by reason of being a Limited Partner, as provided in D.C. Code § 29-703.05. A Limited Partner shall discharge any duties to the Partnership and the other Partners and exercise any rights under this Agreement consistently with the contractual obligation of good faith and fair dealing.

7.7 Compensation of General Partner. The General Partner shall be entitled to receive compensation for services rendered to the Partnership in an amount determined as follows:

☐ No compensation shall be paid to the General Partner.

☐ The General Partner shall receive a management fee of $[________________] per [________________].

☐ The General Partner shall receive [________________]% of Partnership gross revenues.

☐ Other: [________________________________]

7.8 Reimbursement of Expenses. The Partnership shall reimburse the General Partner for all reasonable out-of-pocket expenses incurred by the General Partner in connection with the business of the Partnership.

7.9 Indemnification.

(a) The Partnership shall indemnify, defend, and hold harmless the General Partner and its Affiliates, officers, directors, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the management of the Partnership's business and affairs, except to the extent that such losses arise from the General Partner's gross negligence, willful misconduct, fraud, or knowing violation of law.

(b) The Partnership may, in the discretion of the General Partner, indemnify any Limited Partner, employee, or agent of the Partnership from and against liabilities and expenses in such manner and to such extent as the General Partner determines appropriate.

(c) The indemnification provided by this Section shall be in addition to any other rights to which a Person may be entitled under any agreement, as a matter of law, or otherwise.

ARTICLE VIII: LIABILITY OF PARTNERS

8.1 Liability of General Partner.

(a) If the Partnership is NOT an LLLP: The General Partner shall be jointly and severally liable for all debts, obligations, and liabilities of the Partnership, except as otherwise provided by law.

(b) If the Partnership IS an LLLP: A debt, obligation, or other liability of the Partnership incurred while the Partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, shall be solely an obligation of the Partnership. The General Partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such debt, obligation, or other liability solely by reason of being or acting as a General Partner, pursuant to D.C. Code § 29-704.04.

8.2 Liability of Limited Partners. A Limited Partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the Partnership solely by reason of being or acting as a Limited Partner, even if the Limited Partner participates in the management and control of the Partnership.

8.3 Actions Against Partners. Pursuant to D.C. Code § 29-704.05:

(a) A judgment against the Partnership shall not by itself be a judgment against a Partner.

(b) A judgment against the Partnership shall not be satisfied from a Partner's assets unless there is also a judgment against the Partner.

(c) A judgment creditor of a General Partner may not levy execution against the assets of the General Partner to satisfy a judgment based on a claim against the Partnership unless:

(i) A judgment based on the same claim has been obtained against the Partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(ii) The Partnership is a debtor in bankruptcy;

(iii) The General Partner has agreed that the creditor need not exhaust Partnership assets; or

(iv) A court grants permission based on a finding that Partnership assets are clearly insufficient, that exhaustion would be excessively burdensome, or as an appropriate exercise of equitable powers.

ARTICLE IX: TRANSFER OF PARTNERSHIP INTERESTS

9.1 Restrictions on Transfer. No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article IX and applicable law.

9.2 General Partner Transfers. The General Partner may not Transfer any portion of its Partnership Interest without the prior written consent of all Limited Partners.

9.3 Limited Partner Transfers.

(a) Permitted Transfers. A Limited Partner may Transfer all or any portion of such Limited Partner's Partnership Interest to:

(i) Any other Partner;

(ii) Any Affiliate of such Limited Partner;

(iii) Any member of such Limited Partner's immediate family (including spouse, parents, children, and siblings);

(iv) Any trust for the benefit of such Limited Partner or such Limited Partner's immediate family; or

(v) Any other Person with the prior written consent of the General Partner.

(b) Right of First Refusal. Before any Limited Partner may Transfer any Partnership Interest to a Person not described in Section 9.3(a)(i)-(iv), such Limited Partner shall first offer to sell such Partnership Interest to the Partnership and the other Partners on the same terms and conditions offered by the proposed transferee. The Partnership shall have thirty (30) days to accept such offer. If the Partnership does not accept, the other Partners shall have an additional thirty (30) days to accept on a pro rata basis.

9.4 Effect of Transfer. Pursuant to D.C. Code § 29-707.02:

(a) A Transfer of a Partnership Interest does not, as against the other Partners or the Partnership, entitle the transferee to participate in the management or conduct of the Partnership's activities and affairs, to require access to information concerning the Partnership's transactions, or to inspect or copy Partnership records.

(b) A transferee of a Partnership Interest has the right to receive, in accordance with the transfer:

(i) Distributions to which the transferor would otherwise be entitled; and

(ii) Upon dissolution and winding up, the net amount otherwise distributable to the transferor.

(c) A Transfer does not by itself cause the Partner's dissociation or a dissolution and winding up of the Partnership's activities and affairs.

9.5 Admission of Transferee as Partner. A transferee of a Partnership Interest may be admitted as a Partner only upon:

(a) Compliance with the requirements of this Article IX;

(b) The prior written consent of the General Partner;

(d) Payment of all reasonable expenses incurred by the Partnership in connection with such admission.

9.6 Death or Incapacity of Partner. Pursuant to D.C. Code § 29-707.04, if a Partner dies, the deceased Partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 9.4 and, for purposes of settling the estate, may exercise the information rights of a current Partner.

9.7 Involuntary Transfers. If any Partnership Interest is transferred by operation of law (including by divorce decree, judgment creditor proceeding, or bankruptcy), the transferee shall be entitled only to the rights of an assignee as described in Section 9.4 and shall not be admitted as a Partner without the consent required by Section 9.5.

ARTICLE X: TAX MATTERS

10.1 Tax Classification. The Partners intend that the Partnership shall be treated as a partnership for federal and state income tax purposes. Neither the Partnership nor any Partner shall make any election or take any action that would cause the Partnership to be classified as an association taxable as a corporation.

10.2 Tax Matters Partner. The following Partner is hereby designated as the Tax Matters Partner and "partnership representative" for purposes of the Code:

Name: [________________________________]

Address: [________________________________]

The Tax Matters Partner shall have the authority to:

(a) Make all elections required or permitted under the Code on behalf of the Partnership;

(b) Represent the Partnership in any examination, audit, or administrative or judicial proceeding with the Internal Revenue Service or any state or local tax authority;

(d) Extend the statute of limitations for assessment of taxes;

(e) File any administrative adjustment requests or claims for refund; and

(f) Take any other action on behalf of the Partnership that may be necessary or appropriate in connection with tax matters.

10.3 Tax Elections. The General Partner shall cause the Partnership to make the following elections:

(a) To adopt the calendar year as the Partnership's Fiscal Year;

(b) To adopt the accrual method of accounting;

(c) To elect to adjust the basis of Partnership property pursuant to Code Section 754 upon any transfer of a Partnership Interest or distribution of property;

(d) To elect under Code Section 754 to adjust the basis of Partnership property in the event of a distribution of Partnership property or a transfer of a Partnership Interest; and

(e) Any other election the General Partner may deem appropriate.

10.4 Tax Returns and Reports. The General Partner shall cause to be prepared and timely filed all tax returns required to be filed by the Partnership. The General Partner shall furnish to each Partner within ninety (90) days after the close of each Fiscal Year such information as shall be necessary for the preparation of each Partner's federal, state, and local income tax returns.

10.5 Partnership Audit Rules. The Partnership shall be subject to the partnership audit rules of the Bipartisan Budget Act of 2015. The Partnership Representative shall have the authority to act on behalf of the Partnership in any audit or adjustment proceeding. If the Partnership is subject to any imputed underpayment as a result of any adjustment, the Partnership Representative may elect the alternative procedure under Code Section 6226 to push out the adjustments to the Partners for the reviewed year.

ARTICLE XI: ADMISSION AND WITHDRAWAL OF PARTNERS

11.1 Admission of New Limited Partners. New Limited Partners may be admitted to the Partnership only upon:

(a) The written consent of the General Partner;

(b) The written consent of a Majority in Interest of the existing Limited Partners;

(d) Making the Capital Contribution, if any, required by the General Partner; and

(e) Compliance with all other requirements of this Agreement and the Act.

11.2 Admission of New General Partners. New General Partners may be admitted to the Partnership only upon:

(a) The unanimous written consent of all existing Partners;

(b) Execution of a written instrument agreeing to be bound by this Agreement; and

11.3 Dissociation of Limited Partner. A Limited Partner shall be dissociated from the Partnership upon the occurrence of any of the events specified in D.C. Code § 29-706.01, including:

(a) The Partnership's receipt of notice of the Limited Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing the Limited Partner's dissociation;

(d) The Limited Partner's expulsion by unanimous consent of the other Partners if the Limited Partner has engaged in wrongful conduct;

(e) The Limited Partner's Bankruptcy; or

(f) The Limited Partner's death.

11.4 Dissociation of General Partner. A General Partner shall be dissociated from the Partnership upon the occurrence of any of the events specified in D.C. Code § 29-706.03, including:

(a) The Partnership's receipt of notice of the General Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing the General Partner's dissociation;

(d) The General Partner's Bankruptcy;

(e) The General Partner's death; or

(f) In the case of a General Partner that is an entity, the dissolution or termination of such entity.

11.5 Effect of Dissociation.

(a) Upon dissociation of a Partner, such Partner shall cease to have any rights to participate in Partnership management and affairs.

(b) A dissociated Partner shall remain liable for obligations incurred before dissociation.

(d) A Partner shall not have the right to receive any Distribution upon dissociation, except as provided in Article XII upon dissolution.

11.6 Wrongful Dissociation. A Partner's dissociation is wrongful only if:

(a) It is in breach of an express provision of this Agreement; or

(b) In the case of a Limited Partner, before the completion of the winding up of the Partnership, the Limited Partner is expelled or dissociates by becoming a debtor in bankruptcy.

A Partner who wrongfully dissociates shall be liable to the Partnership and the other Partners for damages caused by the wrongful dissociation.

ARTICLE XII: DISSOLUTION AND WINDING UP

12.1 Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following events:

(a) The written consent of all Partners;

(b) The written consent of the General Partner and a Majority in Interest of the Limited Partners;

(c) The passage of ninety (90) consecutive days during which the Partnership has no Limited Partners, unless a Limited Partner is admitted during such period;

(d) The dissociation of the last remaining General Partner, unless within ninety (90) days after the dissociation:

(i) Consent to continue the Partnership and admit a new General Partner is given by Limited Partners owning a majority of the Percentage Interests owned by Limited Partners at the time of dissociation; and

(ii) A new General Partner is admitted;

(e) The entry of a decree of judicial dissolution under D.C. Code § 29-708.02; or

(f) Any other event that causes dissolution under the Act.

12.2 Winding Up. Upon dissolution, the General Partner (or, if there is no General Partner, a liquidating trustee appointed by a Majority in Interest of the Limited Partners) shall wind up the Partnership's activities and affairs. During winding up, the Partnership may:

(a) Preserve the Partnership's activities and affairs and property as a going concern for a reasonable time;

(b) Prosecute and defend actions and proceedings;

(d) Dispose of and transfer the Partnership's property;

(e) Discharge the Partnership's liabilities;

(f) Distribute any remaining assets to the Partners; and

(g) Take any other action necessary or appropriate to wind up the Partnership's activities and affairs.

12.3 Distributions upon Dissolution. Upon the winding up of the Partnership, the assets shall be distributed in the following order of priority, pursuant to D.C. Code § 29-708.09:

(a) First, to creditors, including Partners who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the Partnership;

(b) Second, to Partners and former Partners in satisfaction of their rights to receive Distributions; and

(c) Third, to Partners first for the return of their Capital Contributions, and then in proportion to their Percentage Interests.

12.4 Distributions in Kind. Partnership property may be distributed in kind only with the consent of all Partners. Any property distributed in kind shall be valued at its fair market value, and the Partner receiving such property shall be deemed to have received a Distribution equal to such fair market value.

12.5 Certificate of Cancellation. Upon completion of the winding up and distribution of assets, the General Partner or liquidating trustee shall file a certificate of cancellation with the District of Columbia Department of Consumer and Regulatory Affairs in accordance with the Act.

12.6 Deficit Capital Accounts. No Partner shall be required to restore any deficit in such Partner's Capital Account upon dissolution, unless otherwise required by law or specifically agreed to by such Partner.

ARTICLE XIII: MISCELLANEOUS

13.1 Amendments. This Agreement may be amended only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that no amendment shall:

(a) Modify the limited liability of any Limited Partner without the consent of such Limited Partner;

(b) Adversely alter the Percentage Interest of any Partner without the consent of such Partner;

(d) Modify this Section 13.1 without the consent of all Partners.

13.2 Meetings. Meetings of the Partners may be called by the General Partner or by Limited Partners holding at least twenty-five percent (25%) of the aggregate Percentage Interests of all Limited Partners. Notice of any meeting shall be given to all Partners at least ten (10) days before the meeting.

13.3 Voting. Unless otherwise provided in this Agreement or required by law:

(a) Each Partner shall be entitled to vote on matters submitted to a vote of Partners;

(b) Each Partner's vote shall be weighted in proportion to such Partner's Percentage Interest;

(d) Any action that may be taken at a meeting of Partners may be taken without a meeting if consented to in writing by Partners holding the requisite Percentage Interests.

13.4 Books and Records. The Partnership shall maintain at its principal office:

(a) A current list of the name and last known address of each Partner;

(b) A copy of the Certificate and all amendments thereto;

(c) Copies of the Partnership's federal, state, and local income tax returns and financial statements for the three most recent Fiscal Years;

(d) A copy of this Agreement and all amendments thereto;

(e) Minutes of all meetings of the Partners; and

(f) Such other records as the General Partner deems appropriate.

13.5 Information Rights. Each Partner shall have the right to obtain from the Partnership, upon reasonable demand:

(a) A copy of this Agreement and the Certificate;

(b) Information concerning the Partnership's activities and affairs reasonably required for the proper exercise of the Partner's rights and duties; and

13.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to principles of conflicts of law.

13.7 Dispute Resolution.

☐ Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation before a mutually agreed-upon mediator.

☐ Arbitration. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Washington, D.C.

☐ Litigation. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the courts of the District of Columbia or the United States District Court for the District of Columbia.

13.8 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when:

(a) Delivered personally;

(b) Sent by certified mail, return receipt requested;

(d) Sent by electronic mail with confirmation of receipt.

Notices shall be sent to the addresses set forth on Exhibit A or to such other address as a Partner may designate by notice to the Partnership.

13.9 Entire Agreement. This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.

13.10 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

13.11 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other breach.

13.12 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

13.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13.14 Further Assurances. Each Partner agrees to execute and deliver such additional documents and take such additional actions as may be necessary or appropriate to carry out the purposes of this Agreement.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date first written above.