Exhibit 3.15
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SERVICEMASTER RESIDENTIAL\COMMERCIAL SERVICES LIMITED PARTNERSHIP
This Certificate of Limited Partnership of ServiceMaster Residential/Commercial Services Limited Partnership (the “Partnership”) is being executed and filed by the undersigned General Partner (the “General Partner”), as the duly authorized attorney-in-fact for the Partnership, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. Section 17-101 et seq).
ARTICLE ONE
The name of the limited partnership formed hereby is ServiceMaster Residential/Commercial Services Limited Partnership.
ARTICLE TWO
The address of the registered office of the Partnership in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent for service of process on the Partnership at such address is The Corporation Trust Company.
ARTICLE THREE
The name and business address of the General Partner of the Partnership is:
Name | | Address |
| | |
ServiceMaster Residential/Commercial
Services Management Corporation | | 855 Ridge Lake Boulevard
Memphis, Tennessee 38119 |
ARTICLE FOUR
The nature of the purpose or business to be conducted or promoted is to engage in any business which may be lawfully conducted by a limited partnership organized pursuant to the Delaware Revised Uniform Limited Partnership Act, including (without limitation) the provision of residential and commercial cleaning services, lawn care services, carpet and upholstery cleaning services, and window washing services; the carrying on of any business relating thereto or arising therefrom; the entering into of any partnership or joint venture or other similar arrangements to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing (including ownership of a limited partnership interest in any partnership); and anything incidental or necessary to the foregoing.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of December, 1990 by its duly authorized attorney-in-fact.
SERVICEMASTER RESIDENTIAL/COMMERCIAL
SERVICES MANAGEMENT CORPORATION
(general partner) | |
| |
| |
By: | /s/ Vernon T. Squires | | |
| Vernon T. Squires | | |
| Its Vice President | | |
| | | |
Attorney-in-Fact | |
ACKNOWLEDGMENT
STATE OF ILLINOIS | ) |
| ) ss. |
COUNTY OF DUPAGE) | ) |
The foregoing Certificate of Limited Partnership of ServiceMaster Residential/Commercial Services Limited Partnership was acknowledged before me this 4th day of December, 1990 by VERNON T. SQUIRES, as Vice President of ServiceMaster Residential/Commercial Services Management Corporation, the general partner of ServiceMaster Residential/Commercial Services Limited Partnership and the attorney-in-fact for ServiceMaster Residential/Commercial Services Limited Partnership.
| /s/ JANICE R. WILTFANG |
[SEAL] | Notary Public |
| |
| |
| My Commission Expires On: |
| April 25, 1993 |
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF LIMITED PARTNERSHIP OF
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP, a limited partnership duly organized under the Delaware Revised Uniform Limited Partnership Act (“Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act to reflect the addition of a general partner, certifies that Article Three of the Certificate of Limited Partnership is amended to read in its entirety as follows:
Article Three
The names and business addresses of the general partners of the partnership are:
Name | | Address |
| | |
ServiceMaster Residential/
Commercial Services
Management Corporation | | 855 Ridge Lake Blvd.
Memphis, TN 38120
Attn: Chief Executive Officer |
| | |
TSSGP Limited Partnership | | 855 Ridge Lake Blvd.
Memphis, TN 38120
Attn: Chief Executive Officer |
IN WITNESS WHEREOF, the two general partners of ServiceMaster Residential/Commercial Services Limited Partnership have executed this Certificate of Amendment this 29th day of June, 1993.
| SERVICEMASTER RESIDENTIAL/COMMERCIAL
SERVICES MANAGEMENT CORPORATION |
| |
| By: | /s/ Robert F. Keith |
| | Robert F. Keith |
| | Vice President |
| |
| |
| TSSGP LIMITED PARTNERSHIP |
| |
| By: | TSSGP Management Corporation,
General Partner |
| | |
| By: | /s/ John McFadden |
| | John McFadden |
| | Secretary |
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF LIMITED PARTNERSHIP OF
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP, a limited partnership duly organized under the Delaware Revised Uniform Limited Partnership Act (“Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act to reflect the withdrawal of TSSGP Limited Partnership as a general partner, and a change in address of the existing general partner, certifies that Article Three of the Certificate of Limited Partnership is amended to read in its entirety as follows:
ARTICLE THREE
The name and business address of the general partner of the partnership is:
Name | | Address |
| | |
ServiceMaster Residential/Commercial | | 860 Ridge Lake Blvd. |
Services Management Corporation | | Memphis, TN 38120 |
| | Attn: Chief Executive Officer |
IN WITNESS WHEREOF, the general partner of ServiceMaster Residential/Commercial Services Limited Partnership has executed this Certificate of Amendment this 9th day of June, 1998.
| SERVICEMASTER RESIDENTIAL/COMMERCIAL
SERVICES MANAGEMENT CORPORATION |
| |
| By: | /s/ Thomas W. Scherer |
| | Thomas W. Scherer Vice President |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES
LIMITED PARTNERSHIP
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP, a limited partnership duly organized under the Delaware Revised Uniform Limited Partnership Act (“Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act to reflect the withdrawal of ServiceMaster Residential/Commercial Services Management Corporation as a general partner and the addition of a new general partner, certifies that Article Three of the Certificate of Limited Partnership is amended in its entirety as follows:
ARTICLE THREE
The name and business address of the general partner of the partnership is:
Name | | Address |
| | |
SM Clean L.L.C. | | 860 Ridge Lake Blvd. |
| | Memphis, TN 38120 |
| | Attn: Chief Executive Officer |
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 21st day of January, 2003.
| SERVICEMASTER RESIDENTIAL/COMMERCIAL
SERVICES LIMITED PARTNERSHIP |
| |
| |
| By: | SM Clean L.L.C., general partner |
| | |
| | |
| By: | /s/ Amelia N. Blanton |
| | Amelia N. Blanton |
| | Vice President & Secretary |
| | /Authorized Person |
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SERVICEMASTER RESIDENTIAL/COMMERCIAL SERVICES LIMITED PARTNERSHIP
This Certificate of Correction of Certificate of Amendment to the Certificate of Limited Partnership of ServiceMaster Residential/Commercial Services Limited Partnership (the “Partnership”), dated as of March 4, 2010, has been duly executed and is being filed by the undersigned, to correct the Certificate of Amendment to the Certificate of Limited Partnership of the Partnership, which was filed on January 22, 2003, with the Secretary of State of the State of Delaware (the “Certificate”), as permitted by 6 Del. C. § 17-213.
1. The inaccuracy to be corrected is that the Certificate was defectively executed as follows: the Certificate was executed by the Partnership.
2. The signature block at the end of the Certificate is hereby corrected to read in its entirety as follows:
| “SM CLEAN L.L.C. | |
| | |
| By: | /s/ Amelia N. Blanton | |
| | Name: Amelia N. Blanton | |
| | Title: Vice President & Secretary.” | |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction of Certificate of Amendment to the Certificate of Limited Partnership of the Partnership as of the date first-above written.
| SM CLEAN L.L.C. |
| |
| |
| By: | /s/ Mark W. Peterson |
| | Name: Mark W. Peterson |
| | Title: Senior Vice President & Treasurer |
