EXHIBIT 3.12
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
JONES ROAD LANDFILL & RECYCLING, LTD.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement")
effective as of the 30th day of December, 2003.
WITNESSETH:
WHEREAS, the parties hereto have formed a limited partnership (the
"Partnership") pursuant to the Florida Uniform Limited Partnerships Act, Title
XXXVI, Chapter 620 of Florida Statutes; and
WHEREAS, the parties hereto wish to enter into this Agreement to amend and
restate in their entirety any prior agreements between partners of the
Partnership, whether written or oral, and to set forth their respective rights
and obligations relating to the Partnership and certain other agreements
concerning the Partnership.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
FIRST: The name of the Partnership is Jones Road Landfill & Recycling,
Ltd.
SECOND: The Partnership is organized primarily for the object and purpose
of (a) owning and operating a landfill in Jacksonville, Florida and (b) engaging
in such additional acts and activities and conducting such other businesses
related or incidental to the foregoing as the General Partner shall deem
necessary or advisable.
THIRD: The principal place of business of the Partnership is: 3400 Jones
Road, Jacksonville, Florida 32220.
FOURTH: The name and business address of each member of the Partnership,
general and limited, are as follows:
Name Address
GENERAL PARTNER
BFI Waste Systems of North 15880 North Greenway-
America, Inc. Hayden Loop
Scottsdale, AZ 82560
LIMITED PARTNER
Browning-Ferris Industries of 15880 North Greenway-
Florida, Inc. Hayden Loop
Scottsdale, AZ 82560
FIFTH: The latest date upon which the Partnership shall dissolve is
December 31, 2029, unless otherwise continued in accordance with the terms of an
Amendment to the Certificate of Limited Partnership.
SIXTH: Capital may be contributed by the partners from time to time as
agreed by all the partners.
SEVENTH: The capital contribution of any partner may from time to time be
returned as agreed by all the partners.
EIGHTH: The profits and losses of the Partnership in each year shall be
divided among the partners in proportion to the respective amounts of capital
contributions made or agreed to be made by them. As of the date of this
Agreement, 99% of the capital contributions have been made by the Limited
Partner and 1% of the capital contributions have been made by the General
Partner. No partner has agreed to be make any additional capital contributions.
NINTH: The management of the Partnership shall be vested exclusively in
the General Partner.
TENTH: One or more new partners, limited or general, may be admitted to
the Partnership upon the approval of the General Partner. Partners may transfer
their interests in the Partnership without the necessity of obtaining the
consent of the other Partners. Upon any such assignment, such assignee shall
be fully bound by this Agreement.
ELEVENTH: The right to continue the business on the bankruptcy,
dissolution, liquidation or withdrawal of the General Partner is given to the
remaining partners.
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TWELFTH: This Agreement may be amended by agreement among the general
partner and the limited partner(s).
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.
GENERAL PARTNER:
BFI WASTE SYSTEMS OF NORTH
AMERICA, INC.
By: /s/
--------------------------------
Name:
Title:
LIMITED PARTNER:
BROWNING-FERRIS INDUSTRIES OF
FLORIDA, INC.
By: /s/
--------------------------------
Name:
Title:
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AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
JONES ROAD LANDFILL & RECYCLING, LTD.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement")
effective as of the 31st day of December, 2003.
WITNESSETH:
WHEREAS, the parties hereto have acquired all of the partnership interests
in a limited partnership (the "Partnership") pursuant to the Florida Uniform
Limited Partnership Act, Title XXXVI, Chapter 620 of Florida Statutes; and
WHEREAS, the parties hereto wish to enter into this Agreement to amend and
restate in their entirety any prior agreements between partners of the
Partnership, whether written or oral, and to set forth their respective rights
and obligations relating to the Partnership and certain other agreements
concerning the Partnership.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
FIRST: The name of the Partnership is Jones Road Landfill & Recycling,
Ltd.
SECOND: The Partnership is organized primarily for the object and purpose
of (a) owning and operating a landfill in Jacksonville, Florida and (b) engaging
in any lawful act or activity permitted to a limited partnership under the laws
of the State of Florida.
THIRD: The principal place of business of the Partnership is: 3400 Jones
Road, Jacksonville, Florida 32220.
FOURTH: The name and business address of each member of the Partnership,
general and limited, are as follows:
Name Address
GENERAL PARTNER
Jacksonville Florida Landfill, Inc. 1005 Skyview Drive
Burlington, Ontario L7P 5B1
LIMITED PARTNER
Waste Services of Florida, Inc. 1005 Skyview Drive
Burlington, Ontario L7P 5B1
FIFTH: The latest date upon which the Partnership shall dissolve is
December 31,2029, unless otherwise continued in accordance with the terms of an
Amendment to the Certificate of Limited Partnership.
SIXTH: Capital may be contributed by the partners from time to time as
agreed by all the partners.
SEVENTH: The capital contribution of any partner may from time to time be
returned as agreed by all the partners.
EIGHTH: The profits and losses of the Partnership in each year shall be
divided among the partners in proportion to the respective amounts of capital
contributions made or agreed to be made by them.
NINTH: The management of the Partnership shall be vested exclusively in
the General Partner.
TENTH: One or more new partners, limited or general, may be admitted to
the Partnership upon the approval of the General Partner. Partners may transfer
their interests in the Partnership without the necessity of obtaining the
consent of the other Partners. Upon any such assignment, such assignee shall be
fully bound by this Agreement.
ELEVENTH: The right to continue the business on the bankruptcy,
dissolution, liquidation or withdrawal of the General Partner is given to the
remaining partners.
TWELFTH: This Agreement may be amended by agreement among the general
partner and the limited partner(s).
THIRTEENTH: This Agreement is the final, complete and exclusive statement
and expression of the agreement among the partners with relation to the
Partnership. This Agreement supercedes all prior agreements by or among the
partners or their predecessors-in-interest relating to the Partnership.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first written above.
GENERAL PARTNER:
JACKSONVILLE FLORIDA LANDFILL,
INC.
By: /s/ Larry Henk
----------------------------
Name: Larry Henk
Title: President
LIMITED PARTNER:
WASTE SERVICES OF FLORIDA, INC.
BY: /s/ Larry Henk
----------------------------
Name: Larry Henk
Title: President