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ADOPTED BY DUANY PLATER-ZYBERK & COMPANY, INC.
The undersigned, as the Secretary of Duany Plater-Zyberk & Company, Inc., a
Florida corporation (the "Company"), hereby certifies to the adoption and ratification of
the following actions by the Board of Directors of the Company:
RESOLVED, that the Company has approved an agreement for
Miscellaneous Services ("Miscellaneous Services Agreement") with the
City of Miami, Florida, in connection with consulting or planning services
to be provided by the Company in respect of the Miscellaneous Services,
as provided in the Miscellaneous Services Agreement; and
RESOLVED, that the Company enter into the Miscellaneous
Services Agreement in such form as shall be approved by the President or
Vice President of the Company, with the execution thereof by Andres
Duany, Elizabeth Plater-Zyberk, to be conclusive evidence of such
approval; and
RESOLVED, that the proper officers of the Company are
authorized and directed to perform all acts and execute and deliver all
documents necessary or appropriate to consummate the transactions
contemplated by the Miscellaneous Services Agreement, all in such form
as they shall approve, their execution thereof to constitute conclusive
evidence of such approval.
Dated: January 13, 2003
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By
Elizabethifrb/19614-
Plater-Zyberk
Director and Secretary