Certificate
CERTIFICATE
The undersigned, as the secretary of THE BALLET VALET
CORP., a corporation organized under the laws of the state of
Florida (the "Corporation"), hereby certifies as follows on
behalf of the corporation:
1. The Articles of Incorporation for the Corporation
as certified by Secretary of State of Florida on June 26, 1989,
are true, complete and current, and the same are in full force
and effect this date without modification.
2. The following is a true and correct copy of the
Resolutions adopted at a duly called joint meeting of the
Shareholders and Directors of the corporation held on May 16,
1994, at which meeting a quorum of both Shareholders and
Directors were present and voting throughout:
WHEREAS, THE BALLET VALET CORP., a Florida
corporation (the "Corporation") has entered
into: (i) that certain Agreement to Purchase
and Sell Real Property and Air Space (the
"Real Estate and Air Space Contract") and
(ii) that certain Acquisition, Construction
and Development Agreement (the "Development
Agreement") (the Real Estate and Air Space
Contract and the Development Agreement are
herein sometimes collectivelly referred to as
the "Contracts") wherein the Corporation has
agreed to sell those certain parcels being
more particularly described on Exhibit A
attached hereto and made a part hereof (the
"Property"); and
WHEREAS, the Corporation wishes to consummate
the transactions contemplated by the
Contracts.
NOW, THEREFORE, BE IT RESOLVED, that the
President, or any Vice President of the
corporation is or are authorized to execute
and deliver on behalf of the corporation, all
such documents as may be required in
connection with the sale of the Property.
BE IT FURTHER RESOLVED, that the President or
Vice President of this Corporation, acting
singly or together, be and hereby is and are
authorized and directed to negotiate the
specific terms and conditions of the
contracts and the commission and charges in
connection therewith and to execute and
deliver on behalf of this Corporation all
such documents as may be necessary or
required to evidence or more fully consummate
the sale of the Property.
BE IT FURTHER RESOLVED, that all actions
previously taken by any officer of the
corporation with respect to the sale of the
Property and the Contracts ar~ hereby
ratified and confirmed.
4. The above Resolutions were duly and regularly
enacted at a joint meeting of the Board of Directors and
Shareholders called for that purpose in accordance with the
Articles of Incorporation and Bylaws of the Corporation and the
laws of the State of Florida; the Shareholders and Directors of
the corporation have full power and authority to bind the
Corporation pursuant to the foregoing Resolutions; and the
Resolutions are in full force and effect and have not been
altered, modified or rescinded.
IN WITNESS WHEREOF, the undersigned, being the
Secretary of the Corporation, has affixed her name as ~~nd
has affixed the corporate seal of the Corporation this ~. day
of May, 1994.
Goldman
RW1/968
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EXHIBIT "A"
LEGAL DESCRIPTION
AIR SPACE CONTRACT
Portion of Lots 2 thru 6 of OCEAN BEACH ADDITION NO.1,
according to the Plat thereof, as recorded in Plat Book
34, Page 11, of the Public Records of Dade County,
Florida.
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