HomeMy WebLinkAboutSW6121004_Signature Authorization_20121214EXHIBIT A
Resolutions of the Board of Directors of
McDonald's USA, LLC
Adopted .lulu 6, 2010
RESOLVED, That any of James Carras, Christine Cole, Catherine A. Griffin,
Denise Horne, Kathleen M. Kuta, Jerome N. Krulewitch, Michael D. Richard, Heather
Smedstad, Padraic Molloy and Robert L. Switzer, all of whom are officers of the
Company, and any attorney holding the title of Managing Counsel or Senior Counsel and
practicing in the U.S. Legal Practice Group (the "Authorized Signatories"), are
authorized to execute for and on behalf of the Company, contracts, Imes, agreements,
deeds, guarantees, mortgages, promissory notes and other documents relating to the
purchase, sale, lease or transfer of the real property of the Company (including, but not
limited to, beneficial interests in land trusts) and to perform all such acts and to execute
such additional documents (including, but not limited to, easements, memoranda of lease
and non -disturbance agreements, powers of attorney or contracts and documents
associated with the due diligence and investigation of a site) as may be necessary or
appropriate in connection with such transactions.
FURTHER RESOLVED, That any of the Authorized Signatories and any
attorney holding the title of Counsel and practicing in the U.S. Legal Practice Group, are
authorized to execute documents that are ancillary to real estate transactions but which do
not convey any interest in real estate (including, but not limited to, memoranda of lease
and non -disturbance agreements).
FURTHER RESOLVED, That each U.S. Division Development Officer is
authorized to execute in the name of and on behalf of the Conripany, miscellaneous
contracts and purchase orders associated with the due diligence and investigation
of a site pursuant to a real estate transaction entered into by the Company in his or
her respective geographic area of responsibility (including, but not limited to,
contracts or purchase orders for sales analysis, soil borings or survey work).
FURTHER RESOLVED, That the following persons who hold the positions as
set forth below, are each authorized to execute miscellaneous contracts and purchase
orders associated with the due diligence and investigation of a site pursuant to a real
estate transaction entered into by the Company in his or her respective geographic area of
responsibility, up to the limits per such project as set forth below:
U.S. Division President up to $500,000;
U.S. Division Controller up to S350,000;
U.S. Division Development Director up to $50,000;
U.S. Vice President - General Manager up to $250,000;
U.S. Region Development Director up to $50,000;
U,S. Region Construction Manager up to $50,000; and
U.S. Region Real Estate Manager up to $25,000.
Document #; 826670-v1
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FURTHER RESOLVED, That any of the above signatories for real estate matters,
any Assistant Secretary and any Assistant Treasurer of the Company, and any attorney
holding the title of Counsel and practicing in the U.S. Legal Practice Group, are
authorized to attest to the signatures on any documents that have been executed pursuant
to the foregoing resolutions (except that no individual may attest to his or her own
signaturc). .
FURTHER RESOLVED, That the resolutions previously adopted by the Board of
Directors of this Company on June 21, 2010 relating to the execution of real estate
documents and miscellaneous contracts, purchase orders and other documents associated
with real estate transactions of the Company are superseded by the above resolutions, and
all actions taken by the persons duly authorized therein and in conformity therewith are in
all respects confirmed, adopted and ratified as the valid and subsisting acts of this
Company, having full force and effect from and after the dates thereof.
Document N . 826670-v 1
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McDONALD'S USA LLC
SECRETARY'S CERTIFICATE
I, Catherine A. Griffin, an officer of McDonald's USA, LLC, a limited liability company
organized under the laws of the State of Delaware (the "Company"), hereby certify as
follows, as of the date hereof.
1. I am the duty appointed, qualified and acting U.S. Vice President and
Secretary of the Company; and
2. The Board of Directors of the Company duly adopted resolutions, on July
6, 2010 (the "Resolutions"), a true, complete, and correct copy of which are
attached hereto as Exhibit A, to authorize certain officers and employees of
the Company to execute documents in connection with real estate matters
on behalf of the Company, and such resolutions have not been amended,
modified or rescinded in any way and remain in full force and effect.
{ IN WITNESS WHEREOF, I have hereunto set my hand on this 5�` day U.•,_____, 20J .
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Catherine A. Griffin _
U.S. Vice President and Secretary
Doemnent #' 826673-Y]
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