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HomeMy WebLinkAboutCertificate of AuthorityCERTIFICATE OF AUTHORITY I, the undersigned, sole Director and President of CROWLEY DEVELOPMENT CORPORATION, a Texas corporation (the "Corporation"), does hereby certify that (i) the Corporation is duly organized and existing under the laws of the State of Texas; that all franchise and other taxes required to maintain its Corporation existence have been paid when due and that no such taxes are delinquent; that no proceedings are pending for the forfeiture of its Certificate of Incorproation or for its dissolution, voluntarily or involuntarily; that it is fully qualified and in good standing to do business in all jurisdictions in which the nature of its business requires it to be qualified; that there is no provision of the Articles of Incorproation or Bylaws of the Corporation limiting the power of the officers to pass the resolutions set forth below; (ii) that the Corporation is a general partner of COLLEGE STATION MARKETPLACE, L.P. (the "Partnership") and that the Partnership is a limited partnership duly organized and existing under the laws of the State of Texas and is authorized to do business in the State of Texas; and (iii) that on the 21st day of January, 2009, at a meeting of the Directors of said Corporation duly and regularly called and held in accordance with the Bylaws of said Corporation and the law, the following resolutions were unanimously adopted and recordeddn the minutes of the books of said Corporation kept by me and are in accord with and pursuant to the Articles of Incorporation and Bylaws of said Corporation and are now in full force and effect, to -wit: WHEREAS, COLLEGE STATION MARKETPLACE, L.P. is the owner of certain real property located in the R. Stevenson Survey, College Station, Brazos County, Texas, which is commonly known as Tower Point (the 'Property"); and WHEREAS, COLLEGE STATION MARKETPLACE, GP, LLC and CROWLEY DEVELOPMENT CORPORATION, as General Partners of COLLEGE STATION MARKETPLACE, L.P. are developing the Property; and WHEREAS, the General Partners and the Partnership have agreed to authorize CHARLES A. ELLISON to execute (1) any and applications and requests related to the development of the Property and (11) any and all easement documents necessary or convenient for the development of the Property. NOW, THEREFORE, BE IT RESOLVED, that TIMOTHY J. CROWLEY, as sole Director of the Corporation and as General Partner of the Partnership, authorize and direct CHARLES A. ELLISON to execute (i) any and applications and requests related to the development of the Property and (it) any and all easement documents necessary or convenient for the development of the Property, on behalf and in the name of the Partnership; RESOLVED FURTHER, that the sole Director of the Corporation is directed to certify the Minutes of this meeting and the contents of these resolutions and to deliver such certification in support of the authority to act on behalf of the Corporation, as general partner of the Partnership. RESOLVED FURTHER, that the foregoing powers and authorities shall continue in full force and effect until written notice or revocation has been given. I further certify that the following is the duly elected and incumbent sole Director of the Corporation and that the true and correct signature of the individual authorized to act on behalf of said Director is as set forth beside his name: PRINT NAME TITLE TIMOTHY J. CROWLEY Director i pi H)31 iM, 1 IN WITNESS WHEREOF, I have hereunto Corporation effective the 21 st day of January, 2009. THE STATE OF TEXAS COUNTY WF .L.+ § by hand as the Sole Director of the Y'J. CROWLEY, Sole Director of EY DEVELOPMENT CORPORA' Corporation (ACKNOWLEDGMENT) This instrument was acknowledged before me on the. djay of January, 2009, by TIMOTHY J. CROWLEY, sole Director of CROWLEY DEVELOPMENT CORPORATION, a Texas Corporation, on behalf of said Corporation. MARIA NORA VALERIO - Notary public, State of Texas My Commission Expires 2010 Notary Public, State of Texas i0003iIG7i CERTIFICATE OF AUTHORITY We, the undersigned, Managers of COLLEGE STATION MARKETPLACE, GP, LLC, a Texas limited liability company (the "Company'), do hereby certify that (i) the Company is duly organized and existing under the laws of the State of Texas; that all franchise and other taxes required to maintain its company existence have been paid when due and that no such taxes are delinquent; that no proceedings are pending for the forfeiture of its Certificate of Organization or for its dissolution, voluntarily or involuntarily; that it is fully qualified and in good standing to do business in all jurisdictions in which the nature of its business requires it to be qualified; that there Is no provision of the Articles of Organization or Regulations of the Company limiting the power of the Managers to pass the resolutions set forth below: (it) that the Company is a general partner of COLLEGE STATION MARKETPLACE, L.P. (the "Partnership") and that the Partnership is a limited partnership duly organized and existing under the laws of the State of Texas and is authorized to do business in the State of Texas; and (!if) that on the 21st day of January, 2009, at a meeting of the Managers of said company duly and regularly called and held in accordance with the Regulations of said company and the law, the following resolutions were unanimously adopted and recorded in the minutes of the books of said company kept by me and are in accord with and pursuant to the Articles of Organization and Regulations of said company and are now in full force and effect, to -wit: WHEREAS, COLLEGE STATION MARKETPLACE, L.P. is the owner of certain real property located in the R. Stevenson Survey, College Station, Brazos County, Texas, which is commonly known as Tower Point (the "Property"); and WHEREAS, COLLEGE STATION MARKETPLACE, GP, LLC and CROWLEY DEVELOPMENT CORPORATION, as General Partners of COLLEGE STATION MARKETPLACE, L.P. are developing the Property; and WHEREAS, the General Partners and the Partnership have agreed to authorize CHARLES A. ELLISON to execute (i) any and applications and requests related to the development of the Property and (ii) any and all easement documents necessary or convenient for the development of the Property. NOW, THEREFORE, BE IT RESOLVED, that ANDY WEINER and BRADLEY F. SCHLOSSER, as Managers of the Company and as General Partner of the Partnership, authorize and direct CHARLES A. ELLISON to execute (I) any and applications and requests related to the development of the Property and (it) any and all easement documents necessary or convenient for the aevefopment of the Property, on behalf and in the name of the Partnership; RESOLVED FURTHER, that the Managers of the Company are directed to certify the Minutes of this meeting and the contents of these resolutions and to deliver such certification in support of the authority to act on behalf of the Company, as general partner of the Partnership. RESOLVED FURTHER, that the foregoing powers and authorities shall continue In full force and effect until written notice or revocation has been given. We further certify that the following is the duly elected and incumbent managers of the Company authorized to act on behalf of said Company is as set forth: PRINT NAME TITLE ANDY WEINER Manager BRADLEY F. SCHLOSSER Manager It X)s1 ia;; IN WITNESS WHEREOF, we have hereunto subscribed by hand by order of the Managers effective the A(af day of January, 2009. SIGNATURES ON THE FOLLOWING PAGES ,' eu"' 6. DONNILJ ---- ^lotary Public, SfEI ER, Manager of COLLEGE STATION MyCommissARKETP ACE, GP,LLC,a Texas limited Ifa6flity fuit August 01 company THE STATE OF TEXAS § (ACKNOWLEDGMENT) COUNTY OF HARRIS This instrument was acknowledged before me on the 9— day of January, 2009, by ANDY WEINER, Manager of COLLEGE STATION MARKETPLACE, GPi LLA-'�-, LLC, Te as limited liability company, on behalf of said company. Notary Pubfic, State of Texas {fOnI IUS1 BRADLEY F, SCHLOSSER, Manager of COLLEGE STATION MARKETPLACE, GP, LLC, a Texas limited liability company THE STATE OF TEXAS § (ACKNOWLEDGMENT) COUNTY OF TRAVIS § This instrument was acknowledged before me on the -3 day of January, 2009, by BRADLEY F. SCHLOSSER, Manager of COLLEGE STATION MARKETPLACE, GP, LLC, a Texas limited liability company, on behalf of said company. Notary Public, State of Texas LISA ROSE Notary Public, State of Texas My Commission Expires March as, 2009 unm