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HomeMy WebLinkAboutSW5220102_Signing Authority_20220121PINE GATE RENEWABLES, LLC RESOLUTION OF THE MANAGER AND MEMBERS (Pine Gate Renewables, LLC signatory resolution) The undersigned, being the sole Manager and all of the Members of Pine Gate Renewables, LLC, a North Carolina limited liability company ("PGR"), do hereby consent to and adopt the following resolutions in lieu of a separate meeting of the Manager and Members pursuant to Sections 5.2 and 4.8 of the Second Amended and Restated Operating Agreement of PGR dated as of January 1, 2018 ("Second Amended Operating Agreement") in regard to those matters set forth below regarding what parties shall be entitled and empowered to execute on behalf of PGR. WHEREAS, for the convenience of PGR, and in accordance with Section 5.3(a) of the Second Amended Operating Agreement, the Manager desires to delegate certain authority and right to carry on the day-to-day business of PGR related to the review, negotiation and execution of certain types of documents or instruments, as identified hereafter; and WHEREAS, the Manager and the Members desire to revoke and rescind any and all prior resolutions which granted signing or execution authority to any one or more persons on behalf of PGR; NOW, THEREFORE, Be It Resolved: That those persons who are (i) engaged as a full time employee of PGR, and (ii) have a title specified in "Column A — Titles" ("PGR Authorized Person"), shall have the rights, opportunity, power and authorization to execute those contracts, permits, documents, engagements, applications, notices, letters, certifications, and other agreements and written instruments that evidence a commitment or binding obligation on behalf of PGR (collectively "Authorized Documents" and each an "Authorized Document"), as set forth opposite such job title in "Column B — Authorized Documents", provided however, that the right, opportunity and authority of each such person shall be expressly limited to contracts that are of the type of contract set forth opposite such title in "Column B - Authorized Documents" which do not exceed, in the aggregate as measured on a contract by contract basis, a binding payment obligation or contract value that exceeds the dollar threshold set forth opposite such title in "Column C — Approval Threshold" (the "Approval Threshold"); and Further Resolved: That each PGR Authorized Person is also authorized to review, negotiate and approve any and all such Authorized Documents that such person is authorized (above) to execute; and Further Resolved: That each such action and Authorized Document hereafter executed by a PGR Authorized Person in their capacity as an employee of PGR with the designated title set forth in Exhibit B is hereby ratified as a binding obligation of PGR; Further Resolved: That certain Resolution of the Manager and Members of PGR dated as of October 9, 2020 is hereby revoked in its entirety; and Further Resolved: That any such prior action and Authorized Documents executed by a PGR Authorized Person in their capacity as an employee of PGR with the designated title is hereby ratified and affirmed as a binding obligation of PGR. [signatures appear on the following page] IN WITNESS WHEREOF, the undersigned being all of the Members and Managers of Pine Gate Renewables, LLC, hereby have executed this resolution, or caused it to be duly executed, effective as of the 17th day of May, 2021. MANAGER PGR PARTNERS, LLC B5 +:Miles Luster Its: Manager MEMBERS PGR PARTNERS, LLC _7 air s uster Its: Manager DELAN 7IN��, DLG By.- Ja es Lu er Its: Managing Member Exhibit A