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HomeMy WebLinkAboutIncumbencyINCUMBENCY CERTIFICATE AND MINUTES OF RESOLUTIONS ADOPTED BY DUANY PLATER-ZYBERK & COMPANY, INC. AND BY DUANY PLATER-ZYBERK & COMPANY, LLC The undersigned, in her capacity as (i) a shareholder, and Vice President and Secretary of Duany Plater-Zyberk & Company, Inc., a Florida corporation ("DPZ Inc.") and (ii) a member and Vice President and Secretary of Duany Plater-Zyberk & Company, LLC, a Florida limited liability company ("DPZ LLC"), and on behalf of each such entity, hereby certifies to the following matters and to the adoption and ratification of the following actions by the shareholders and directors of DPZ Inc. and by the members of DPZ LLC. WITNESS THAT: A. As evidenced by the certificate of the Florida Department of State, attached as Exhibit "A", Articles of Organization for DPZ LLC were filed with the Florida Department of State on March 21, 2005. B. The sole members of DPZ LLC are Andres M. Duany and Elizabeth Plater-Zyberk. They are also the sole shareholders and sole directors of DPZ Inc. C. Andres M. Duany and Elizabeth Plater-Zyberk determined to organize DPZ LLC for the purpose of reconstituting their business entity (DPZ Inc.) as a limited liability company. This is projected to be accomplished, after the beginning of 2006, by DPZ Inc. merging with and into DPZ LLC, pursuant to Section 607.1106 of the Florida Business Corporation Act, and Section 608.438 of the Florida Limited Liability Company Act ("Merger"). D. DPZ Inc. and DPZ LLC each have approved an Amendment to Professional Services Agreement to be dated as of April 11, 2005 and to be entered into by the City of Miami, Florida (the "City") and the Company (the "Amendment"), the approved form of which is attached hereto at Exhibit `B". The Amendment amends DPZ Inc.'s existing Professional Services Agreement dated February 4, 2003 with the City (the "Base Agreement"), the form of which is attached hereto as Exhibit "C". As used herein, the "Miami 21 Services Agreement" refers to the Base Agreement, as amended by the Amendment, and the "Principal" refers to DPZ Inc. and DPZ LLC prior to the Merger, and to DPZ LLC, as the surviving entity, after the Merger. E. The Amendment describes a new and additional scope of work to be performed by the Principal, and the compensation to be paid therefor, in connection with planning and urban design consulting services to be provided to the City by the Principal and its or their subconsultants (collectively "Subconsultants"), in respect of the "Miami 21" project described in the Amendment. 123837-5 NOW, THEREFORE, BE IT RESOLVED, that pursuant to the Amendment, the Principal will provide planning and urban design consulting services to the City in respect of the "Miami 21" project described therein and in the scope of work to the Amendment, all as provided in the Miami 21 Services Agreement; and RESOLVED, that the Principal enter into the Amendment and perform (post -Merger) under the Miami 21 Services Agreement as amended, in such form as shall be approved by the President or Vice President of the Principal, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval; and RESOLVED, that the Principal enter into agreements with one or more Subconsultant(s) to perform services to be delegated in furtherance of the Principals' performance under the Miami 21 Service Agreement, each such Subconsultant agreement to be in a form as shall be approved by the President or Vice President of the Principal, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval; and RESOLVED, that the shareholders and officers of DPZ Inc., and the members and officers of DPZ LLC, are authorized and directed to perform all acts and execute and deliver all documents necessary or appropriate to consummate the transactions contemplated by the Miami 21 Services Agreement, all in such form as they shall approve, with the execution thereof by Andres Duany or Elizabeth Plater-Zyberk to be conclusive evidence of such approval. Dated: July! t, 2005 By: Elizabeth Plater-Zyberk 123837-5