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<br />City of Sunny Isles Beach
<br />RFP No. 19-02-01
<br />March 4, 2019
<br />ADOPTED AT A BOARD OF DIRECTORS MEETING
<br />JANUARY 14, 2019
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<br />WHEREAS, GrayRobinson, P.A., a Florida professional association (the “Company”) periodically receives
<br />requests for proposal, requests for qualifications, and/or requests for information from municipalities,
<br />governmental agencies, quasi-governmental agencies, governmental authorities, nonprofit organizations, for-
<br />profit businesses, and other organizations (with each referred to herein, collectively with any process or
<br />activity related thereto, as an “RFP”); and
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<br />WHEREAS, the Company’s Board of Directors desires to clarify and confirm the manner in which the
<br />Company’s representatives are authorized to respond to, submit, execute, deliver and otherwise deal with
<br />and/or engage in an RFP.
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<br />NOW THEREFORE, BE IT RESOLVED, that each of the Company’s President, Vice President, Treasurer,
<br />Secretary and Assistant Treasurer (each an “Authorized Officer”), be and each of them hereby is authorized
<br />and directed, by and on behalf of the Company, to respond to, submit, execute, deliver and otherwise deal with,
<br />engage in and/or approve an RFP and to cause the Company to perform its obligations thereunder, and further,
<br />to execute and deliver any and all other instruments, agreements, certificates or other documents that may be
<br />required from time to time in connection therewith. The signature of any Authorized Officer on any of the
<br />foregoing shall be conclusive evidence as to the approval thereof (and all of the terms and provisions therein)
<br />on behalf of the Company.
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<br />FURTHER RESOLVED, that any two (2) Authorized Officers, acting together, be and are hereby authorized and
<br />directed, by and on behalf of the Company, to designate in writing an attorney or consultant of the Company
<br />(any person so designated, an “Authorized Representative”) to respond to, submit, execute, deliver and
<br />otherwise deal with, engage in and/or approve an RFP and to cause the Company to perform its obligations
<br />thereunder, and further, to execute and deliver any and all other instruments, agreements, certificates or other
<br />documents that may be required from time to time in connection therewith. The signature of any two (2)
<br />Authorized Officers on a Certificate of Authorization, Incumbency Certificate, Certificate of Designation, or
<br />similar certificate that identifies and designates and Authorized Representative shall be conclusive evidence as
<br />to the designation of the Company’s authority to such Authorized Representative in connection with the RFP
<br />designated therein, and further, the signature of any Authorized Representative on any document, agreement,
<br />instrument or certificate delivered in connection with responding to, submitting, executing, delivering and
<br />otherwise dealing with and/or engaging in such RFP shall be conclusive evidence as to the approval thereof
<br />(and all of the terms and provisions therein) on behalf of the Company.
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<br /> FURTHER RESOLVED, that any Authorized Officer or Authorized Representative, be, and each hereby is,
<br />authorized and empowered to take all such further action and to execute and deliver all such further
<br />agreements, certificates, instruments and documents, in the name and on behalf of the Company (and if
<br />requested or required, under its corporate seal duly attested by an officer of the Company) as they or any one
<br />of them shall deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or
<br />further the transactions contemplated by and the intent and purposes of the foregoing resolutions (expressly
<br />including without limitation, to cause the Company to remit or pay any fees or costs related thereto).
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<br /> FURTHER RESOLVED, that in connection with preceding resolutions, any Authorized Officer or Authorized
<br />Representative shall be, and hereby is, authorized and directed to furnish to any interested person or entit y a
<br />copy of the foregoing resolutions, to certify the same and to certify that the provisions of the foregoing
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