OCR Interpretation

Eagle-bulletin. ([Fayetteville, N.Y.]) 1979-current, August 28, 1985, Image 20

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Persistent link: http://dev.nyshistoricnewspapers.org/lccn/sn88075724/1985-08-28/ed-1/seq-20/

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o CM * OFFICIAL NOTICE OFFICIAL NOTICE OFFICIAL NOTICE S SYTEL • I LIMITED PARTNERSHIP AGREEMENT This is a Limited Part /K -rship Ag­ reement made as of the 26th day of July. 1985, by and between STELCO. INC . a New York Corpo­ ration, with its principal offices at 200 East Buffalo Street. Suite 301 Ithaca. New York, and Edward S Green. Esq Ninth Floor Lincoln Center. Syracuse New York 13202-1387 a limited partner both of whom have excuted this Agree ment RECITALS 1 FORMATION STELCO. INC and Edward S Green of Syracuse New York, hereby enter into a Li­ mited Partnership Agreement under Article 8 of the Partnership Law of the State of New York and their right* and liabilities shall be as provided tn such law as expressly provided in this Agrement 2 NAME oThe business of the partnership shall be conducted under the name of SYTEL I 3 BUSINESS PURPOSE The business of Svtel I shall be to purchase sell construct recon struct, improve develop manage leave, own. operate and otherwise deal with telephone systems, cellu­ lar telephone systems and mobile telephone systems and associated radio telecommunication equipment 00 CM OFFICIAL NOTICE 3 c* < 3 CD UJ LEGAL NOTICE PURPOSE: SYRACUSE SUBURBAN GAS COM­ PANY. INC., EAST SYRACUSE NEW YORK HAS FILED A REVISION TO ITS GAS RATE SCHEDULE EFFEC­ TIVE SEPTEMBER 1. 1985 TO IN­ CREASE ANNUAL REVENUES $469,717 OR ABOUT 2.1% TEXT These rates are subject for approval by the Public Service Commission. The effect on monthly resi­ dential bills is shown in the following comparison RATE 1 RESIDENTIAL RATE PER MONTH RATE First 3 Therms or less 5 10 Next 48 Therms, per Therm 5563 Over 51 Therms, per Therm 5156 RATE 2 COMMERCIAL. INDUSTRIAL & GENERAL PURPOSES RATE PER MONTH RATE First 3 Therms or less 5 10 Next 48 Therms per Therm 5563 Next 2950 Therms, per Therm 5181 Over ^ 3001 Therms, per Therm 5092 RATE INDUSTRIAL COMMERCIAL PURPOSES REQUIRING 12MS DT OR MORE PER YEAR RATE PER MONTH RATE First 3,087 Therms or less 1.615 00 Over 3.087 Therms per Therm 4406 The minimum charge for general customers has been in­ creased from $4.76 to 5 10 The overall increase for Rates 1, 2. and 4 is $469,717.00 Full details of the filing are available at Syracuse Subur­ ban Gas Co., Inc., 207 North Center Street, East Syracuse. New York 13057. September 1, 1985 Calvin C. Fearon President E35-4tc and other businesses associated therewith 4 PRINCIPAL PLACE OF BUS­ INESS The principal place of busi ness of Svtel I shall be 200 East Buffalo Street Suite 301 Ithaca New York 5 STATUS OF THE PARTNER SHIP STELCO INC shall be the general partner of the partnership and EDWARD S GREEN ESQ of Syracuse N'p» York shall be the h mited partner 5 TERM OF THE PARTNER SHIP The partnership shall con tinue until December 31 2022 un less earlier terminated by agree ment of the parties 7 CAPITAL CONTRIBUTIONS The capital contributions shall be as follows The general partner shall contribute all of the nchts owned bv it and being acquired bv it in the Syracuse Cellular Telephone franchise The limited partner shall contribute $100 00 on October 1 1985. $29,900 00 on October 1 1985 $30.000 00 on October 1 1986 $30,000 00 on October 1 1987 and $20.000 00 on October 1 1988 The obligation of the limited partner to make $ 110.000 00of its contribution shall be contingent upon the parties acquiring certain franchise rights and entering into certain agree ments satisfactory to both of them If the parties do not enter into such satisfactory agreements the li mited partner snail be refunded anv previously made capital contnbu tion end he shall assign all of his rights in this agreement to a person designated by the general partner and all of the obligations of Edward IT Green shall thereupon be lermt nated 8 ALLOCATION OF PROFITS LOSSES AND DISTRIBITIONS The limited partner shall be allo­ cated 0 57*1 of all profits, losses arid distribution and the balance shall be allocated to the general partner or to other limited partner who may be admitted to the partnership Further limited partners shall only be admitted upon the consent of the genera) partner and the initial li­ mited partner 9 LIMITATION ON LOSSES OF LIMITED PARTNER Any losses suffered or incurred in the business of the partnership shall be borne by the partners in the same proportion in which they are entitled to share in the profits of the partnership, but the limited partner shall not, in any event, be liable for or subject to any loss whatsoever in excess of the amount of capital contributed by them to the partnership; nor shall the limited partner be personally li­ able for anv debts, engagements or tosses of the partnership in any event or to any extent whatsoever No limited partner shall participate OFFICIAL NOTICE OFFICIAL NOTICE CERTIFICATE OF LIMITED PARTNERSHIP We. the Undersigned, being desir­ ous to form • Limited Partnership, pursuant to the Laws of the State of New York, do hereby certify 1 The name of the Partnership is INCUBATOR CENTER AS­ SOCIATES. 2. The character of business in­ tended to be transacted by the Partnership is the construction, de­ velopment, operation and leasing of a cnommitl office building to be located at 1201 East Fayette Street. Syracuse, New York and such other business as may be permitted in ac­ cordance with the Agreement of Li­ mited Partnership 3 The principal place of business of the Partnership is 1201 East Fayette Street, Syracuse. New York 4 The name and place of residence of the General Partner is as follows Name and address: The Greater Syracuse Chamber oi Commerce Economic Development Corporation. 100 East Onondaga Street, Syracuse. New York The name and place of residence of each of the Limited Partners is as follows Names and Addresses Mackenzie, Smith, Lewis. Michel) it Hughes, 600 Onondaga Savings Bank BJdg.. Syracuse.! *ew York. Robert J Theia, Sr.. 6993 High- field Road. Fayette ville. New York Robertl Conge!. Woodchuck Hill Road, FayetteTille. New York. John a and Julia G. Diets. 4612 West Lake Road. Cazenovia. New York Chris J Witting. 518 Bradford Parkway, Syracuse. New York- Prim* Equity Property. 217 Montgomery Street, Syracuse, New York. Shiroki Associates, CPA's, PC. 499 South Warren Street, Syracuse, New York. H. Douglas Barclay. 6871 Port Road. Pulaski, New York Rajindar K Msnmktala. 212 Tol- bert Drive. North Syracuse. New York. Thomas R Kennedy. 103 Sedgwick Drive. Syracuse. New Alfred J and Laura & Flanagan. 118 Wendell Terrace. Syracuse. New York Michael J Falcone. 318 Sedgwick Dnve. Syracuse, New York Charles B and Elsbeth W Mor­ gan. 300 Sedgwick Drive. Syracuse. New Yqrk Robert B Hazard. Tully Vesper Road. Tully. New York Henry A Panasci,Jr . 3000 How leu Hill Road. Camillus. New York Pat Tucci. 119 Jewell Drive. Liverpool. New York 6 The term of the Partnership shall commence on the day of record­ ing of this Certificate in the Office of the County Clerk of Onondaga County. New York and shall con­ tinue until December 31 2015 un­ less dissolved earlier in accordance with the Agreement of Limited Partnership 6 Each Limited Partner has con­ tributed the sum of $10,000 7 There is no agreement requir­ ing a Limited Partner to make addi­ tional contributions to the Partner­ ship 8 The contributions of the Li­ mited Partners may be returned only upon dissolution of the Partner­ ship or through distributions made in the discretion of the Genersl Partner 9 The share of profits or other compensation by way of income which each Limited Partner shall receive by reason of his contribution is as follows: (a) Limited Partners shall be allo­ cated 99% of the profits of the Partnership, other than those at­ tributable to capital transactions (b) limited Partners shall be allo­ cated 80% of the profits from capital transactions after the Limited Partners have received allocations equal to their then aggregate capital accounts (c) Allocations and distributions shall be made to the Limited Partners pro rata in proportion that their respective Partnership inter­ est bears to all Partnership inter­ ests 10. limited Partners are given the right to substitute an assignee as contributor in his place only with the written consent of the General Part­ ner 11 The General Partner does not have the right to admit additional Limited Partners 12 No Limited Partner shall have any priority over any other Limited Partner, as to contributions or as to compensation by way of income 13 The Partnership shall be dis­ solved upon the occurrence of the re­ tirement of the Genera) Partner, un­ less the Partnership is reconstituted by the Limited Partners tn accor­ dance with the Agreement of Li­ mited Partnership 14 No Limited Partner is given the right to demand or receive prop­ erty other than cash in return for his contribution This Limited Partnership Gertifi cste is executed as of the day of Au­ gust. 1985 THE GREATER SYRACUSE CHAMBER CHAMBER OF COMMERCE ECONOMIC DEVELOPMENT CORPORATION Mackenzie. Smith. Lewis. Michel) & Hughes Robert J The is. Sr Robert J Conge) John S and Julia G Dtetz Chris J Witting Prime Equity Property Shiroki Associates, CPA's P C H Douglas Bare ley Rajindar K Manmktala Thomas R Kennedy Alfred J and Laura S Flanagan Michael J Falcone Charles B and Elsbeth W Morgan Robert B Hazard Henry A Panasci. Jr Pst Tucci E34-6U in the management of the partner­ ship business 10 ADDITIONAL CAPITAL The partners may Jagree from time to time to contribute additional capi Lai as long as such agreement is in writing No person shall be obligated to contribute addit tonal capital without their consent 11 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS No intervivos transfer of anv partners interest in the partnership shall be valid unless consented to by the gen eral partner 12 BINDING EFFECT This Ag reement shall be binding upon all of the partners and their estates, heirs or legatees 13 LAW GOVERNING This Ag reement and the rights of the partners hereunder shall be inter pretcd in accordance with the laws of the State of New York IN WITNESS WHEREOF the parties have signed this Agreement STELCO INC The General Part­ ner EDWARD S GREEN The Limited Partner STATE OF NEW YORK COUNTY OF TOMPKINS ss (TTY OF ITHACA On this 24 dav of July 1985 be fore me appeared James M Kern r . who acknowledged to me thai is the Secretary of STELCO INC a corporation described in and which executed the foregoing in stmment. that he knows the seal of said corporation that the «eal thereto affixed is such corporate «eai, that it was so affixed by order of the Board of Directors of said corpo­ ration, and that he signed his name thereto by like order Karen Sullivan Notary Public State of New York No 4782574 Qualified in Tompkins County Term Expires March 30 1989 STATE OF NEW YORK i COUNTY OF ONONDAGA ss CITY OF SYRACUSE . On this 25th day of July. 1985 before me. the subscriber personally appeard. Edward S. Green, to me known and known to me to be the same person described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. Jayne E Van Valkenburg Notary Public State of New York Appointed in Oneida County Mv Commission expires Mar 30 1987 E31-6tc OFFICIAL NOTICE CERTIFICATE OF LIMITED PARTNERSHIP STATE OF NEW YORK COUNTY OF ONONDAGA SS We the undersigned being desir ous of forming a Limited Partner ship, pursuant to the laws of the State of New York, and being sever ally sworn, do certify as follows 1 The name of the Partnership is EMO Properties 2 The character of the business to be transacted by the Partnership is to acquire, own. and lease an office building in Syracuse New York -3. The principal place of business of the Partnership is at co Green & Seifter. Attorneys, Ninth Floor. Lincoln Center Syracuse New York 13202 4 The names and addresses of the General partners of the Partner­ ship are Edward S Green 5043 East Lake Road Cazenovia. New York 13035 13 14 15 James V Breuer Canyonjwood Lane Jamesville. New York 13078 5 The name and place of residence of the Limited Partner is as follows Robert F Baldwin. Jr 5109 Hose Lane Fayetteville. New York 13066 6 The term for which the Limited Partnership shall exist shall be from the date of this Certificate until December 31. 2055 unless sooner terminated pursuant to the terms of the Limited Partner ship Agreement on file in the of­ fice of the Partnership 7 The Limited Partner has contn buted the sum of $100 00 cash 8 The Limited Partner has not ag­ reed to make any additional capi tal contributions 9 The contributions of the Limited Partner is to be returned to htm upon the dissolution of the Li mited Partnership, to the extent that the funds are available after the payment of debts and liabilities of the Limited Partner ship and expenses of liquidation ana after the General Partners have set up reserves which it deems reasonably necessarv for contingent and unforeseen liabilities 10 The Limited Partner shall be en titled to receive as his share- of the cash flow from operations an amount based upon his relative percentage interest in the Li mited Partnership The Limiu<d Partner shall be entitled to re­ ceive as his share of cash flow arising from capital items, as de fined in the Limited Partnership Agreement, an amount as set forth in the Limited Partnership Agreement which is on file in the office of the Partnership The percentage partnership interest of the Limited Partner is 33.33? Additional Limited Partner's may be admitted to the Limited Partnership thereby causing a dilution of the original Limited Partner's percentage partner­ ship interest 11 A Limited Partner shall not have the right to assign his interest in the Limited Partnership without the consent of the General Partners An assignee shall only become a substituted Limited Partner if he receives the written consent of the General Partners which consent may be withheld in the absolute discretion of the General Partners 12 The General Partners may admit additional Limited Partners and the original Limited Partners percentage of ownership will be necessarily reduced to the ratio that contributed capital relates to the total of all capital contn buted to the Li mi ted. Parte rsh i p No Limited Partner has pnont\ over any other Limited Partner as to contributions or as to com pensation Upon an Event of Dissolution with respect to the General Partners as that term is defined in the Limited Partnership Ag reement. the Limited Partners may elect, by affirmative deci si on of a majority tn interest of the Limited Partners, to con tmue the Partnership with a new General Partner or General Partners satisfactory to the Li raited Partners The Limited Partners do not have the right to demand and receive property other than cash in return for their contnbu tions Dated EdwardS Green General Partner James V Breuer General Partner Robert F Baldwin. Jr Limited Partner STATE OF NEW YORK SS COUNTY OF ONONDAGA On this 28 dav of May 1985 be fore me personally came EDWARD S GREEN to me known and known to me to be thr same person de scribed in and who executed thr within instrument and he dul> acknowledged to me that he exe ruted the same Lowell L Seifter N'otarv Public Notary Public in the State of New York (Qualified in Onondaga County N<> 466468!* Mv < ommissiun Expires March 30 1986 STATE OF NEW YORK SS COUNTY OF ONONDAGA On this 28 da> <»f Mav 1985 be fore me pertonailv came JAMES V BRJhl'ER to me and known to me t<> be the samp person described in and who executed the wtthin instru ment and he duly acknowledged Ui me that he executed the same Lowell L Seifter Notarv Public in the State of New York Qualified m Onondaga County No 4664689 Mv Commission Expires March 30 STATE OF NEW YORK < SS COUNTY OF ONONDAGA • On this 28 day of May. 1985. be­ fore me personally came ROBERTF BALDWIN. JR.. to me known and known to me to be the same person described in and who executed the within instrument, and he duly acknowledged to me that he exe­ cuted the same Lowell\ L Seifter Notary Public in the State of New York Qualified in Onondaga County No. 4664689 My Commission Expires March 30. 1986 E31-6tc For Care At Home Call Home Aides Of Central New York 476-4295

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