HomeMy WebLinkAboutSection I Tab 10 - Corporate ResolutionRESOLUTIONS
BY
MIAMI PRODUCE CENTER, LLC
These Resolutions are adopted by Robert S. Wennett (the "Managing Member") on
behalf of Miami Produce Center, LLC, and its manager, UTA MANAGEMENT, LLC, for the
purposes specified below.
RECITALS:
A. Miami Produce Center, LLC ("Miami Produce"), a Delaware limited liability
company, organized and existing pursuant to a Certificate of Formation recorded with the
Delaware Secretary of State on December 15, 2014, is governed by a Limited Liability Company
Agreement dated as of August 31, 2016 (collectively, the "LLC Agreement").
B. Article XV of the LLC Agreement vests in Miami Produce's Manager, UTA
Management, LLC, a Delaware limited liability company (the "Manager"), the sole and
exclusive authority to manage Miami Produce's operations and affairs. Pursuant to Section 15.1 of
the LLC Agreement, the Manager shall have all of the powers, authority and duties accorded to a
"manager" (as that term is defined in Section 18-101(10) of the Limited Liability Company Act of
1992 of the State of Delaware (the "Act") by the Act and as otherwise provided by law, and any
action taken by the Manager in accordance with Article XV in the LLC Agreement shall constitute
the act of, and serve to bind the Company. Under Section 9.1 of the Limited Liability Agreement of
the Manager dated March 10, 2005, Urban Investments Advisors, LLC ("UTA"), a Delaware
limited liability company, is granted the sole and exclusive authority to manage the Manager's
operations and affairs and to make all decisions regarding the Manager's business. Under the
Amended and Restated Limited Liability Company Agreement of UTA dated January 1, 2005,
Wellspring Investments Management I, LLC ("WIM V), a Delaware limited liability company, has
the sole and exclusive authority to manage UTA's operations and affairs and to make all decisions
regarding UTA's business. Under the Amended and Restated Limited Liability Company
Agreement of WIM I dated January 1, 2005, as subsequently amended, the managing member of
WIM I has the exclusive authority to manage WIM I's operations and affairs and to make all
decisions regarding WIM I's business. The Managing Member is the managing member of WIM I.
C. Miami Produce is the owner of that certain parcel of real property located at 2140
NW 12th Avenue, Miami, Florida, 1215 NW 21st Street and 1243 NW 21st Street, Miami, Florida,
and all related facilities, amenities, fixtures, and personal property situated thereon (collectively, the
"Property").
D. Miami Produce desires to obtain certain land use and zoning approvals for the
Property, including, without limitation, approval for a "Special Area Plan" (all land use and zoning
approvals that are necessary for the Property being referred to collectively as the "Approvals").
MIAMI 5884298.1 83329/85503
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E. The Managing Member has reviewed and approved the proposed Approvals on
behalf of WIM I, UTA, and the Manager with respect to the portions of the Property owned by
Miami Produce. The Managing Member has determined that Miami Produce should proceed with
the Approvals.
RESOLUTIONS:
NOW, THEREFORE, BE IT RESOLVED, that the Managing Member hereby adopts the
foregoing Recitals by this reference as if restated in full herein and hereby certifies that Paragraph B
of the Recitals fully and accurately set forth the chain of his authority to act on behalf of Miami
Produce and the Manager.
BE IT FURTHER RESOLVED, that the Managing Member hereby ratifies, confirms and
approves Miami Produce seeking to obtain the Approvals.
BE IT FURTHER RESOLVED, that each of the Managing Member and the Manager is
authorized and empowered, in the name of and on behalf of Miami Produce, to execute all
applications in connection with the Approvals and any and all other assignments, affidavits,
documents, instruments, statements, certificates and agreements as may be required in order to
obtain the Approvals (all such applications, assignments, affidavits, documents, instruments,
statements, certificates and agreements collectively referred to as the "Approval Documents").
BE IT FURTHER RESOLVED, that each of the Managing Member and the Manager is
authorized and empowered, in the name of and on behalf of Miami Produce, to enter into any
amendments or modifications to the Approval Documents, or any other documents relating to the
sale of the Property which may be either necessary or appropriate, as the Managing Member
determines in his reasonable discretion to be in the best interests of Miami Produce.
BE IT FURTHER RESOLVED, that each of the Managing Member and the Manager is
authorized and empowered, in the name of and on behalf of Miami Produce, to take all other actions
as may be necessary or appropriate, in the reasonable discretion of the Managing Member, to
implement the purposes of these Resolutions.
{Signature page follows)
MIAMI 5884298.183329/85503
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The undersigned has executed these Resolutions as of the -..- day of May, 2018.
rY7c kt.
Ro S. `+�Vennett, Managing Member of
Wellspring Investments Management I, LLC,
the Managing Member of Urban Investments
Advisors, LLC, the Member of UTA
Management, LLC, the Manager of Miami
Produce Center, LLC
Miami Produce Center, LLC By: UTA
Management, LLC, its Manager By:
Urban Investment Advisors, LLC, its
Member By: Wellspring Investments
Management 1, LLC, Its Managing
Member
MIAMI 5884298.183329/85503