Exhibit 3.1

|STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 11/08/1996
960325833 - 2360269 |  | 
|----------------------------------------------------------------------------------------------------------- |  | 

SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SIMON-DeBARTOLO GROUP, L.P.

This Second Amended and Restated Certificate of Limited Partnership of Simon-DeBartolo Group, L.P. (the "Partnership"), dated as of November 7, 1996, has
been duly executed and is being filed by the undersigned in accordance with the provisions of §17-210 of the Delaware Revised Uniform Limited Partnership Act to amend and restate the
Certificate of Limited Partnership of the Partnership, which was filed with the Secretary of State of the State of Delaware on November 18, 1993 and amended and restated on August 9,
1996 (as amended, the "Certificate").

The
Certificate is amended and restated in its entirety as follows:

Article 1.The name of the limited partnership formed and continued hereby is Simon DeBartolo Group, L.P.

Article 2.The registered office of the Partnership in the State of Delaware is located at 1209 Orange Street,
Wilmington, DE 19801. The name of the registered agent for service of process on the Partnership at such address is The Corporation Trust Company.

Article 3.The name and business address of each general partner is (a) SD Property Group, Inc.
(formerly DeBartolo Realty Corporation), National City Center, 115 West Washington Street, Indianapolis, IN 46204 and (b) Simon DeBartolo Group, Inc. (formerly Simon Property
Group, Inc.), National City Center, 115 West Washington Street, Indianapolis, IN 46204.

IN
WITNESS WHEREOF, the undersigned has duly executed this Certificate on the day and year first above written.

| |  | GENERAL PARTNER:
SD Property Group, Inc.                 
| |  | ---------------------------------------------------------
| |  | By:                                                      
| |  |                                                          
| |  |                                                          
| |  | NON-MANAGING GENERAL PARTNER:
Simon DeBartolo Group, Inc.
| |  | By:                                                      
| |  |                                                          
| |  |                                                          

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|STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 12/22/1997
971442961 - 2360269 |  | 
|----------------------------------------------------------------------------------------------------------- |  | 

CERTIFICATE OF MERGER
OF DOMESTIC LIMITED PARTNERSHIPS

CERTIFICATE OF MERGER
OF
SIMON PROPERTY GROUP, L.P.
INTO
SIMON DeBARTOLO GROUP, L.P.

The undersigned limited partnership formed and existing under and by virtue of the provisions of the Revised Uniform Limited Partnership Act of the State of
Delaware (the "Act").

DOES
HEREBY CERTIFY:

FIRST:  That
the name and state of formation of each of the constituent domestic limited partnerships of the merger are as follows:

Name

State of FormationSimon Property Group, L.P.

DelawareSimon DeBartolo Group, L.P.

Delaware


SECOND:  That
an agreement of merger between the parties to the merger has been approved and executed by each of the constituent domestic limited partnerships in accordance
with the requirements of Section 17-211 of the Act.

THIRD:  That
the name of the surviving domestic limited partnership of the merger is Simon DeBartolo Group, L.P.

FOURTH:  That
the merger is to be effective at 11:59 p.m., Eastern time, on December 31, 1997.

FIFTH:  That
the executed agreement of merger is on file at the principal place of business of the surviving domestic limited partnership. The address of the principal place
of business of the surviving domestic limited partnership is 115 West Washington Street, Indianapolis, Indiana 46204.

SIXTH:  That
a copy of the agreement of merger will be furnished by the surviving domestic limited partnership, on request and without cost, to any partner of any constituent
domestic limited partnership.

---

IN
WITNESS WHEREOF, Simon DeBartolo Group, L.P. has caused this Certificate of Merger to be signed by SD Property Group, Inc., its Managing General Partner, this 19th day of
December, 1997.

| |  | SIMON DEBARTOLO GROUP, L.P.
| |  | ---------------------------
| |  | By:                        
| |  |                            
| |  |                            

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| |  | STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 09/24/1998
981370770 - 2360269
| |  | -----------------------------------------------------------------------------------------------------------

CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SIMON DEBARTOLO GROUP, L.P.

THE UNDERSIGNED hereby amend the Second Amended and Restated Certificate of Limited Partnership of Simon DeBartolo Group, L.P., pursuant to Section 17-202 of the
Delaware Revised Uniform Limited Partnership Act, as follows:







This
Certificate of Amendment shall be effective at 4:30 p.m. Eastern Standard Time on September 24, 1998.

---

THE
UNDERSIGNED, being the general partners of the Partnership, do hereby make this certificate pursuant to the Delaware Revised Uniform Limited Partnership Act this 24 day of September,
1998.

| |  | SD PROPERTY GROUP, INC.,
General Partner: 
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | SPG PROPERTIES, INC.,
General Partner     
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | SIMON PROPERTY GROUP INC.,
General Partner
| |  | By:                                       
| |  |                                           
| |  |                                           

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CERTIFICATE OF SECOND AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SIMON PROPERTY GROUP, L.P.

The undersigned, desiring to amend the Second Amended and Restated Certificate of Limited Partnership of Simon Property Group, L.P., pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST:  The
name of the Limited Partnership is Simon Property Group, L.P.

SECOND:  The
general partners of the Partnership as named in Article 3 of the most recent amendment to the Second Amended and Restated Certificate of Limited
Partnership were: SD Property Group, Inc., SPG Properties, Inc., and Simon Property Group, Inc.

THIRD:  Effective
on the 29th day of February, 2000, Articles of Merger were filed with, and approved by, both the Maryland and Ohio Secretaries of State with SD
Properties, Inc., the Ohio corporation and non-managing general partner, merging out of existence by merger into SPG Properties, Inc., the Maryland corporation and non-managing general
partner, the survivor. As a result of this merger, Articles 3 of the Second Amended and Restated Certificate should be, and hereby is, amended in its entirety to read as follows:



This
Certificate of Amendment shall be retroactively effective as of February 29, 2000.

| |  | STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 12/01/2000
001601400 - 2360269
| |  | -----------------------------------------------------------------------------------------------------------

---

THE
UNDERSIGNED, being the general partners of the Partnership, do hereby make this certificate pursuant to the Delaware Revised Uniform Limited Partnership Act this 27th
day of November, 2000.

| |  | SPG PROPERTIES, INC.,
General Partner:             
| |  | ---------------------------------------------------
| |  | By:                                                
| |  |                                                    
| |  |                                                    
| |  | SIMON PROPERTY GROUP, INC.
Managing General Partner
| |  | By:                                                
| |  |                                                    
| |  |                                                    

---

|STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 07/23/2001
010354414 - 2350269 |  | 
|----------------------------------------------------------------------------------------------------------- |  | 

CERTIFICATE OF THIRD AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SIMON PROPERTY GROUP, L.P.

The undersigned, desiring to amend the Second Amended and Restated Certificate of Limited Partnership of Simon Property Group, L.P., pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act to the State of Delaware, does hereby certify as follows:

FIRST:  The
name of the Limited Partnership is Simon Property Group, L.P.

SECOND:  The
general partners of the Partnership as named in Article 3 of the most recent amendment to the Second Amended and Restated Certificate of Limited
Partnership were: SPG Properties, Inc., and Simon Property Group, Inc.

THIRD:  Effective
on the 1st day of July, 2001, Articles of Merger were filed with, and approved by, the Maryland Secretary of State and a Certificate of Merger was filed
with the Delaware Secretary of State, with SPG Properties, Inc., the Maryland corporation and non-managing general partner, merging out of existence by merger into Simon Property Group, Inc.,
the Delaware corporation and managing general partner, the survivor. As a result of this merger, Article 3 of the Second Amended and Restated Certificate should be, and hereby is, amended in
its entirety to read as follows:



This
Certificate of Amendment shall be retroactively effective as of July 1, 2001.

THE
UNDERSIGNED, being the general partner of the Partnership, does hereby make this Certificate pursuant to the Delaware Revised Uniform Limited Partnership Act this 20th day of July,
2001.

| |  | SIMON PROPERTY GROUP, INC.
General Partner
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           

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