EX-3.4 2 ess-123121_ex34.htm EX-3.4
Exhibit 3.4

[Seal]
 
State of California
 
March Fong Eu
 
Secretary of State
 
 
Form LP-1
 
CERTIFICATE OF LIMITED PARTNERSHIP

IMPORTANT-Read Instructions on back before completing this form
This Certificate is presented for filing pursuant to Section 15621, California Corporations Code.
  
 
1.
NAME OF LIMITED PARTNERSHIP
 
ESX Partners, L.P.
2.
STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE
CITY AND STATE
ZIP CODE
 
777 California Street
Palo Alto, California
94304
3.
STREET ADDRESS OF CALIFORNIA OFFICE IF EXECUTIVE OFFICE IS IN ANOTHER STATE
CITY
ZIP CODE
 
 
CA
 
4.
COMPLETE IF LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS IN EXISTENCE ON DATE THIS CERTIFICATE IS EXECUTED.
 
THE ORIGINAL LIMITED PARTNERSHIP CERTIFICATE WAS RECORDED ON ____________________ 19 ________ WITH THE RECORDER OF _______________________ COUNTY.      FILE OR RECORDATION NUMBER _______________________________
 
5.
NAMES AND ADDRESSES OF ALL GENERAL PARTNERS: (CONTINUE ON SECOND PAGE, IF NECESSARY)


A. NAME:    Essex Property Trust, Inc.
ADDRESS :    777 California Street
CITY:   Palo Alto          STATE:   CA         ZIP CODE: 94304
C. NAME:
ADDRESS:
CITY:                       STATE:                          ZIP CODE:
 
 
 
 
 
B. NAME:
ADDRESS:
CITY:                              STATE:                 ZIP CODE:
D. NAME:
ADDRESS:
CITY:                       STATE:                         ZIP CODE:


 
 
6.
NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS:
 
 
 
 
 
 
 
NAME:    Keith R. Guericke
 
 
ADDRESS:      777 California Street
CITY:   Palo Alto   STATE: CA                    ZIP CODE: 94304
7.
ANY OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE NOTED ON SEPARATE PAGES AND BY REFERENCE HEREIN ARE A PART OF THIS CERTIFICATE.
 
8.
 
INDICATE THE NUMBER OF GENERAL PARTNERS SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, DISSOLUTION, CONTINUATION AND CANCELLATION.

NUMBER OF PAGES ATTACHED:    0
   
NUMBER OF GENERAL PARTNER(S) SIGNATURE(S) IS/ARE:    1
 
(PLEASE INDICATE NUMBER ONLY)
 
9.  IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(s) WHO EXECUTED THIS CERTIFICATE OF LIMITED PARTNERSHIP WHICH EXECUTION IS MY (OUR) ACT AND DEED. (SEE INSTRUCTIONS)

ESSEX PROPERTY TRUST, INC.
 
 
THIS SPACE FOR FILING OFFICER USE
By: /s/ Keith R. Guericke
 


SIGNATURE   Keith R. Guericke
 
SIGNATURE
9407700013
 



    
President
3/16/94
 



POSITION OR TITLE
DATE
 
POSITION OR TITLE
DATE
FILED
 
 
 
 
 
In the office of the Secretary of State of the State of California
 
 


SIGNATURE
 
SIGNATURE
MAR 17 1994
 
 
 
 
 



 
   


TONY MILLER
POSITION OR TITLE
DATE
 
POSITION OR TITLE
DATE
Acting Secretary of State
         
10.  RETURN ACKNOWLEDGEMENT TO:
By /s/ Tony Miller
NAME          
David S. Fries


ADDRESS   
Morrison & Foerster

 
CITY             
345 California Street

 
STATE  
San Francisco, California 94104-2675

  
ZIP CODE
    
 
SEC/STATE REV. 1/88
FORM LP-1-FILING FEE: $70
Approved by Secretary of State
     
     
 
[Seal]
 
State of California
 
March Fong Eu
 
Secretary of State
 
 
Form LP-2

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
IMPORTANT - Read instructions on back before completing this form

This Certificate is presented for filing pursuant to Section 15622, California Corporations Code.

1.
SECRETARY OF STATE FILE NO. (ORIGINAL CERTIFICATE-FORM LP-1)
2.
NAME OF LIMITED PARTNERSHIP
 
94-07700013
 
ESX Partners, L.P.
3.
THE CERTIFICATE OF LIMITED PARTNERSHIP IS AMENDED AS FOLLOWS: (COMPLETE APPROPRIATE SUB-SECTION(S) CONTINUE ON SECOND PAGE, IF NECESSARY).

 
A.
THE LIMITED PARTNERSHIP NAME IS CHANGED TO:      Essex Portfolio, L.P.
 
 
 
 
 
B.
PRINCIPAL EXECUTIVE OFFICE ADDRESS CHANGE:
 
E.
GENERAL PARTNER NAME CHANGE:
 
 
 
 
 
 
 
 
ADDRESS:      777 California Avenue
 
 
OLD NAME:
 
 
 
 
 
 
 
 
CITY:     Palo Alto           STATE:    CA            ZIP CODE: 94304
 
 
NEW NAME:
 
 
 
 
 
 
 
C.
CALIFORNIA OFFICE ADDRESS CHANGE:
F.
GENERAL PARTNER(S) WITHDRAWN:
 
 
 
 
 
 
 
 
ADDRESS:
 
 
NAME:
 
 
 
 
 
 
 
 
CITY:                                 STATE:   CA            ZIP CODE:
 
 
NAME:
 
 
 
 
 
 
 
D.
GENERAL PARTNER ADDRESS CHANGE:
 
G.
GENERAL PARTNER ADDED:
 
 
 
 
 
 
 
 
NAME:   Essex Property Trust, Inc.
 
 
NAME:
 
 
 
 
 
 
 
 
ADDRESS:      777 California Avenue
 
 
ADDRESS:
 
 
 
 
 
 
 
 
CITY: Palo Alto               STATE:    CA            ZIP CODE: 94304
 
 
CITY:                                 STATE:                      ZIP CODE:
 
 
 
 
 
 
 
H.
INFORMATION CONCERNING THE AGENT FOR SERVICE OF PROCESS HAS BEEN CHANGED TO:
 
 
 
 
 
 
 
 
NAME:      Keith R. Guericke
 
 
 
 
 
ADDRESS:      777 California Avenue
 
 
CITY: Palo Alto                STATE :   CA            ZIP CODE: 94304

 
I.
THE NUMBER OF GENERAL PARTNERS REQUIRED TO ACKNOWLEDGE AND FILE CERTIFICATES OF AMENDMENT, DISSOLUTION, CONTINUATION AND CANCELLATION IS CHANGED TO:
 
J.
OTHER MATTERS TO BE INCLUDED IN THE CERTIFICATE OF LIMITED PARTNERSHIP ARE AMENDED AS INDICATED ON THE ATTCHED PAGE(S).
 
 
☐
 
 
 
 
(PLEASE INDICATE NUMBER ONLY)
 
 
NUMBER OF PAGES ATTACHED:    0
 
 
 
 
 
 
4.
IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(S) WHO EXECUTED THIS AMENDMENT TO THE IDENTIFIED CERTIFICATE OF LIMITED PARTNERSHIP, WHICH EXECUTION IS MY (OUR) ACT AND DEED. (SEE INSTRUCTIONS)
 
 
 
 
ESSEX PROPERTY TRUST, INC.
 
 
 
THIS SPACE FOR FILING OFFICER USE
SIGNATURE
 
SIGNATURE
 
 
By: /s/ Keith R. Guericke
 
 
 
 
9407700013
President
4/14/94
 
 
 
 
 
POSITION OR TITLE
DATE
 
POSITION OR TITLE
DATE
 
FILED
 
 
 
 
 
 
In the office of the Secretary of State of the State of California
 
 
 
 
 
SIGNATURE
 
SIGNATURE
 
APR 18 1994
 
 
 
 
 
 
  
 
  
 
 
 
 
/s/ Tony Miller
POSITION OR TITLE
DATE
 
POSITION OR TITLE
DATE
 
TONY MILLER
 
 
 
 
 
 
ACTING SECRETARY OF STATE
5.    RETURN ACKNOWLEDGEMENT TO:
 
 
NAME           David S. Fries
 
 
ADDRESS     Morrison & Foerster
 
 
CITY               345 California Street
 
 
STATE           San Francisco, California 94104-2675
 
 
ZIP CODE
 
 
SEC/STATE REV. 1/88
FORM LP-2-FILING FEE: $15
Approved by Secretary of State
 
 
 
[Seal]
State of California
 
Secretary of State
 
Bill Jones
ENDORSED - FILED
In the Office of the Secretary of State
of the State of California
OCT 05 2001
 
BILL JONES, Secretary of State
 
This Space For Filing Use Only
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
 
A $30.00 filing fee must accompany this form.
IMPORTANT- Read Instructions before completing this form.
 
1.
SECRETARY OF STATE FILE NUMBER
9407700013
2. NAME OF LIMITED PARTNERSHIP
Essex Portfolio, L.P.
3.
COMPLETE ONLY THE BOXES WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED, IF NECESSARY.


A.
LIMITED PARTNERSHIP NAME (END THE NAME WITH THE WORDS "LIMITED PARTNERSHIP" OR THE ABBREVIATION "LP.")
 
B.
THE STREET ADDRESS OF THE PRINCIPAL OFFICE
ADDRESS   925 East Meadow Drive
 
 

 
CITY             Palo Alto
STATE   California
ZIP CODE   94303
 
C.
THE STREET ADDRESS IN CALIFORNIA WHERE RECORDS ARE KEPT
 
 
 
 
STREET ADDRESS
 
 

 
CITY
STATE CA
ZIP CODE
 
D.
THE ADDRESS OF GENERAL PARTNER(S)
 
 
 
 
NAME  Essex Property Trust, Inc.
 
 
 
 
ADDRESS   925 East Meadow Drive
 
 

 
CITY             Palo Alto
STATE   California
ZIP CODE   94303

E.
NAME CHANGE OF A GENERAL PARTNER
FROM:
TO:

F.
GENERAL PARTNER(S) CESSATION

 
G.
GENERAL PARTNER ADDED
 
 
 
 
NAME
 
 
 
 
ADDRESS
 
 

 
CITY
STATE
ZIP CODE
 
H.
THE PERSON(S) AUTHORIZED TO WIND UP AFFAIRS OF THE LIMITED PARTNERSHIP
 
 
 
 
NAME
 
 
 
 
ADDRESS
 
 

 
CITY
STATE
ZIP CODE

I.
THE NAME OF THE AGENT FOR SERVICE OF PROCESS    Jordan E. Ritter

 
J.
IF AN INDIVIDUAL, CALIFORNIA ADDRESS OF THE AGENT FOR SERVICE OF PROCESS
 
 
 
 
ADDRESS   925 East Meadow Drive
 
 

 
CITY             Palo Alto
STATE   CA
ZIP CODE   94303

K.
NUMBER OF GENERAL PARTNERS' SIGNATURES REQUIRED FOR FILING CRETIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION.   
☐

L.
OTHER MATTERS (ATTACH ADDITIONAL PAGES, IF NECESSARY).
 
4.
TOTAL NUMBER OF PAGES ATTACHED (IF ANY) N/A
5.
I CERTIFY THAT THE STATEMENTS CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO MY OWN KNOWLEDGE. I DECLARE THAT I AM THE PERSON WHO IS EXECUTING THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.
 
 
 
/s/ Jordan E. Ritter
Senior Vice President of General Partner, of Essex Property Trust, Inc.
 
 
Jordan E. Ritter
   
10/02/01
 
SIGNATURE
POSITION OR TITLE
 
PRINT NAME
DATE
 



 
 
  
  
 
  
 
SIGNATURE
POSITION OR TITLE
 
PRINT NAME
DATE
                
SEC/STATE (REV. 10/98)
FORM LP-2 - FILING FEE: $30.00
Approved by Secretary of State

LP-2
Amendment to Certificate of Limited Partnership (LP)
  
FILED
Secretary of State
State of California
 
FEB 17 2016

This Space For Office Filing Use Only
To change information of record for your LP, fill out this form, and submit for filing along with:
– A $30 filing fee.
–  A separate, non-refundable $15 service fee also must be included, if you drop off the completed form.
Items 3–7: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters.
  
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm
  
1
LP’s File No.  (issued by CA Secretary of State)
 2
LP’s Exact Name (on file with CA Secretary of State)
 
199407700013
  
ESSEX PORTFOLIO, L.P.
 
New LP Name
3
    
 
Proposed New LP Name
The new LP name: must end with: "Limited Partnership," "LP," or "L.P.," and may not contain "bank," "insurance," "trust," "trustee," incorporated," "inc.," "corporation," or "corp."
 
New LP Addresses
4
a.
1100 PARK PLACE, SUITE 200
SAN MATEO
CA
94002
   
Street Address of Designated Office in CA
City (no abbreviations)
State
Zip
 
b.
SAME
      
   
Mailing Address of LP, if different from 4a
City (no abbreviations)
State
Zip
           
New Agent/Address for Service of Process (The agent must be a CA resident or qualified 1505 corporation in CA.)
5
a.
  
   
Agent's Name
      
 
b.
1100 PARK PLACE, SUITE 200
SAN MATEO
CA
94002
   
Agent's Street Address  (if agent is not a corporation)
City (no abbreviations)
State
Zip
           
General Partner Changes
6
a.
New general partner:
  
     
Name
Address
City (no abbreviations)
State
Zip
 
b.
Address change:
1100 PARK PLACE, SUITE 200
SAN MATEO
CA
94002
     
Name
New Address
City (no abbreviations)
State
Zip
 
c.
Name change:
Old name:
    
New name:
  
 
d.
Name of dissociated general partner:
  
 
Dissolved LP (Either check box a or check box b and complete the information. Note: To terminate the LP, also file a Certificate of  Cancellation (Form LP-4/7), available at www.sos.ca.gov/business/be/forms.htm.)
7
a.
 ☐  The LP is dissolved and wrapping up its affairs.
 
b.
☐  The LP is dissolved and has no general partners. The following person has been appointed to wrap up the affairs
 of the LP:
      
      
Name
Address
City (no abbreviations)
State
Zip
               
Read and sign below: This form must be signed by (1) at least one general partner; (2) by each person listed in item 6a; and (3) by each person listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). If item 7b is checked, the person listed must sign. If a trust, association, attorney-in-fact, or any other person not listed above is signing, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment. Signing this document affirms under penalty of perjury that the stated facts are true.
         
   
(see attached addendum)
  
01/14/2016
Sign here
  
Print your name here
  
Date
         
Sign here
  
Print your name here
  
Date
         
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.
By Mail
Secretary of State
Business Entities, P.O. Box 944225
Sacramento, CA 94244-2250
Drop-Off
Secretary of State
1500 11th Street, 3rd Floor
Sacramento, CA 95814

ADDENDUM TO
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
 ESSEX PORTFOLIO, L.P.

ESSEX PORTFOLIO, L.P.,
  
A California limited partnership
  

 


 
By:
Essex Property Trust, Inc.,
  
 
A Maryland corporation,
  
 
Its General Partner
  

 
By:
 /s/ Jordan E. Ritter
  
 
Name:
Jordan E. Ritter
  
 
Title:
Senior Vice President
  

LP-2
Amendment to Certificate of Limited Partnership (LP)
  
FILED
Secretary of State
State of California
 
DEC 04 2018

This Space For Office Use Only
To change information of record for your LP, fill out this form, and submit for filing along with:
– A $30 filing fee.
–  A separate, non-refundable $15 service fee also must be included, if you drop off the completed form.
Items 3–7: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters.
  
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm
  
1
LP’s File No.  (issued by CA Secretary of State)
 2
LP’s Exact Name (on file with CA Secretary of State)
 
199407700013
  
ESSEX PORTFOLIO, L.P.
 
New LP Name
3
    
 
Proposed New LP Name
The new LP name: must end with: "Limited Partnership," "LP," or "L.P.," and may not contain "bank," "insurance," "trust," "trustee," incorporated," "inc.," "corporation," or "corp."
 
New LP Addresses
4
a.

CA
   
Street Address of Designated Office in CA
City (no abbreviations)
State
Zip
 
b.
     
   
Mailing Address of LP, if different from 4a
City (no abbreviations)
State
Zip
           
New Agent/Address for Service of Process (The agent must be a CA resident or qualified 1505 corporation in CA.)
5
a.
 DANIEL J. ROSENBERG
   
Agent's Name
      
 
b.
1100 PARK PLACE, SUITE 200
SAN MATEO
CA
94403
   
Agent's Street Address  (if agent is not a corporation)
City (no abbreviations)
State
Zip
           
General Partner Changes
6
a.
New general partner:
  
     
Name
Address
City (no abbreviations)
State
Zip
 
b.
Address change:



     
Name
New Address
City (no abbreviations)
State
Zip
 
c.
Name change:
Old name:
    
New name:
  
 
d.
Name of dissociated general partner:
  
 
Dissolved LP (Either check box a or check box b and complete the information. Note: To terminate the LP, also file a Certificate of  Cancellation (Form LP-4/7), available at www.sos.ca.gov/business/be/forms.htm.)
7
a.
 ☐  The LP is dissolved and wrapping up its affairs.
 
b.
☐  The LP is dissolved and has no general partners. The following person has been appointed to wrap up the affairs
      of the LP:
      
      
Name
Address
City (no abbreviations)
State
Zip
               
Read and sign below: This form must be signed by (1) at least one general partner; (2) by each person listed in item 6a; and (3) by each person listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). If item 7b is checked, the person listed must sign. If a trust, association, attorney-in-fact, or any other person not listed above is signing, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment. Signing this document affirms under penalty of perjury that the stated facts are true.
         
   
(see attached addendum)
  
Sign here
  
Print your name here
  
Date
         
Sign here
  
Print your name here
  
Date
         
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.
By Mail
Secretary of State
Business Entities, P.O. Box 944225
Sacramento, CA 94244-2250
Drop-Off
Secretary of State
1500 11th Street, 3rd Floor
Sacramento, CA 95814

ADDENDUM TO
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
 ESSEX PORTFOLIO, L.P,
 LP’s FILE NO. 199407700013
SIGNATURE OF GENERAL PARTNER:

Essex Property Trust, Inc.,
A Maryland corporation

By:
 /s/ Anne M. Morrison
Date: November 30, 2018
 
Anne M. Morrison

 
Group Vice President


 
  [Seal]  
I hereby certify that the foregoing transcript of 7 page(s) is a full, true and correct copy of the complete record in the custody of the California Secretary of State's office as of this date:
 
 
    Date: Feb 08 2019
       
    /s/ Alex Padilla
    ALEX PADILLA, Secretary of State

LP-2
Amendment to Certificate of Limited Partnership (LP)
  
FILED
Secretary of State
State of California
 
DEC 09 2020

This Space For Office Use Only
To change information of record for your LP, fill out this form, and submit for filing along with:
– A $30 filing fee.
–  A separate, non-refundable $15 service fee also must be included, if you drop off the completed form.
Items 3–7: Only fill out the information that is changing. Attach extra pages if you need more space or need to include any other matters.
  
For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm
  
1
LP’s File No.  (issued by CA Secretary of State)
2
LP’s Exact Name (on file with CA Secretary of State)
 
199407700013
  
ESSEX PORTFOLIO, L.P.
 
New LP Name
3
    
 
Proposed New LP Name
The new LP name: must end with: "Limited Partnership," "LP," or "L.P.," and may not contain "bank," "insurance," "trust," "trustee," incorporated," "inc.," "corporation," or "corp."
 
New LP Addresses
4
a.

CA
   
Street Address of Designated Office in CA
City (no abbreviations)
State
Zip
 
b.
     
   
Mailing Address of LP, if different from 4a
City (no abbreviations)
State
Zip
           
New Agent/Address for Service of Process (The agent must be a CA resident or qualified 1505 corporation in CA.)
5
a.
 ANNE MORRISON
   
Agent's Name
      
 
b.
1100 PARK PLACE, SUITE 200
SAN MATEO
CA
94403
   
Agent's Street Address  (if agent is not a corporation)
City (no abbreviations)
State
Zip
           
General Partner Changes
6
a.
New general partner:
  
     
Name
Address
City (no abbreviations)
State
Zip
 
b.
Address change:



     
Name
New Address
City (no abbreviations)
State
Zip
 
c.
Name change:
Old name:
    
New name:
  
 
d.
Name of dissociated general partner:
  
 
Dissolved LP (Either check box a or check box b and complete the information. Note: To terminate the LP, also file a Certificate of  Cancellation (Form LP-4/7), available at www.sos.ca.gov/business/be/forms.htm.)
7
a.
 ☐  The LP is dissolved and wrapping up its affairs.
 
b.
☐  The LP is dissolved and has no general partners. The following person has been appointed to wrap up the affairs
      of the LP:
      
      
Name
Address
City (no abbreviations)
State
Zip
         
   
Read and sign below: This form must be signed by (1) at least one general partner; (2) by each person listed in item 6a; and (3) by each person listed in item 6d if that person has not filed a Certificate of Dissociation (Form LP-101). If item 7b is checked, the person listed must sign. If a trust, association, attorney-in-fact, or any other person not listed above is signing, go to www.sos.ca.gov/business/be/filing-tips.htm for more information. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are part of this amendment. Signing this document affirms under penalty of perjury that the stated facts are true.
         
   
(see attached addendum)
  
Sign here
  
Print your name here
  
Date
         
Sign here
  
Print your name here
  
Date
         
Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee.
By Mail
Secretary of State
Business Entities, P.O. Box 944225
Sacramento, CA 94244-2250
Drop-Off
Secretary of State
1500 11th Street, 3rd Floor
Sacramento, CA 95814

ADDENDUM TO
AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
 ESSEX PORTFOLIO, L.P,
LP’s FILE NO. 199407700013

Essex Portfolio, L.P.,
a California limited partnership

By:
Essex Property Trust, Inc.,
  
 
a Maryland corporation,
  
 
its general partner
  

 
By:
 /s/ Anne M. Morrison
Date: October 30, 2020
   
Anne M. Morrison

   
Senior Vice President