MARIA REAL ESTATE INC -VICE PRESIDENT JOSEPH MCCARTHY
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The following is a true and correct copy of a resolution adopted by
the Board of Directors of Maria Real Estate Inc., which resolution
is currently in force and effect.
March 29, 1993
SENT BY:Xerox Te1ecopier' 7021 ; 3-26-53 11 :05
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W G & M MIAMI;' 2
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AOTIO>> .~ OH&BXMDD8 WRITTER CO.8B.~
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BOUD 01 DIUCTORS
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KARIA RlAI. .''1'A'l'. lITe.
IB LIIU 01 A aPlCIAL KlB~I.Q
The und.ersigned, being all the members of the Board of
Directors of Maria Real Estate Inc., a Florida corporation (the
"Corporation"), hereby adopt, by this unanimous written consent in.
accordance with section 607.0821 ot the Florida Business
Corporation Act, the following resolutions with the same force and
effeot as if they had been unanimously adopted at a duly convened
special meeting of the Board of Directors of the Corporation at
which a quorum was present and acting throughout:
RESOLVED} that the Corporation be, and hereby is, authorized
to sell all its right, title ana intereat in certain parcels of
land located in the City of Clearwater, county of pinellas, Florida
for an aggregate purchase price of $6,450,000 to The city of
clearwater, Florida, a Florida municipal corporation ("Purchaser"),
pursuant to a Sale-Purchase Agreement dated as of March 29, 1993
(the "Agreement"), between the Corporation and Purchaser;
FURTHER RESOLVED, that the forms, terms and provisions of the
Aqreement and the documents ana transactions contemplated therein
are hereby approved and the officers of the Corporation are hereby
authorized to take all actions that such officers deem necessary to
carry out the terms of the Agreement and the documents and
transactions contemplated therein;
FURTHER RESOLVED, that any aots of the Corporation taken prior
to the effective d.ate hereof in connection with the transactions
contemplated by the toreqoing resolutions be, and any and all such
acts hereby are, ratified, approved and confirmed as the act and
deed of the Corporation; and
FURTHER RESOLVED, that the officers of the Corporation be, a~d
each of them hereby is, authori2ed and directed to do or cause tb
be done any and all such acts and thinqs and to make, execute,
acknowledge or verify, deliver and reoord or file, any and all such
certificates, notices, statements, oonsents, instruments,
a~reements, deeds, doouments or papers, and to transfer such funds'
of the Corporation as they may deem neoessary or desirable in order
to consummate the transactions approved in the foregoinq
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SENT BY:Xerox Telecopier 7021 : 3-26-93 11 :05
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W G & M MIAMI;# 3
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resolutions, the necessity and desirability of each such
certifioate, notice, statement, consent or other instrument,
aqreement, dead, document or paper, payment of money or act or
thing, to be conclusively evidenced by the execution and delivery
thereof by any such officer or by his or her taking such action.
IN WITNESS WHER!OF, the undersigned have exeouted this consent
as of this 29th day of March, 1993.
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~at i is F. Goldstein
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Miohael W. Bro1do