1
Exhibit 3.138
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF
COCOA BEACH HOTELS, LTD.
--------------------------------------------------------------
--------------------------------------------------------------
(Insert name currently on file with Florida Dept. of State)
Pursuant to the provisions of section 620.109, Florida Statutes, Cocoa Beach
Hotels, Ltd., a Florida limited partnership (the "Partnership"), whose
certificate was filed with the Florida Department of State (the "Department")
on June 6, 1984 (such certificate being amended by a First Amendment, filed with
the Department on February 10, 1986, Second Amendment, filed with the Department
on December 28, 1987, and Third Amendment, filed with the Department on January
11, 1994), adopts the following certificate of amendment to its certificate of
limited partnership:
FIRST: Amendment(s):
Article 3 of the Certificate of Limited Partnership is amended to show the
new address of the Partnership and the new name and address of the Partnership's
new registered agent. Article 3 shall read as follows:
3. The principal place of business of the Partnership is at 1550 North
Atlantic Avenue, Cocoa Beach, Florida and the name and address of the
registered agent of the Partnership is CT Corporation System, 1200
South Pine Island Road, Plantation, FL 33324.
Article 4 of the Certificate of Limited Partnership is being amended to
show that Carazona Assets, Inc., The Cocoa Beach Company, Inc., Charles R.
Faust, C. Wayne Thompson and S. Ronald Thompson have withdrawn from the
Partnership and the new general partner shall be AGH UPREIT LLC. Article 4 shall
read as follows:
4. The name and address of the general partner:
AGH UPREIT LLC
c/o American General Hospitality Corporation
3860 West Northwest Highway, Suite 300
Dallas, Texas 75220
SECOND: This certificate of amendment shall be effective at the time of its
filing with the Department.
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THIRD: Signature(s)
Signature of current general partners:
Carazona Assets, Inc., a The Cocoa Beach Company, Inc.,
Florida corporation a Florida corporation
By: /s/ Charles Faust By: /s/ James M. Havach
-------------------- ------------------------------
Charles Faust James M. Havach
President Vice President
Signature(s) of new general partner(s), if applicable:
AGH UPREIT LLC, a Delaware
limited liability company
By: American General Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: AGH GP, Inc., a Nevada corporation,
its general partner
By: /s/ Bruce G. Wiles
--------------------------------
Name: Bruce G. Wiles
Title: Executive Vice President
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Cocoa Beach Hotel, Ltd.
HAVING BEEN NAMED AS REGISTERED AGENT AND TO RECEIVE SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THESE PROVISIONS, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE
PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT
THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
DATE: July 3, 1997 CT CORPORATION SYSTEM
By: /s/ Connie Bryan
-----------------------
Connie Bryan,
Special Assistant Secretary
[FILED]
[SECRETARY OF STATE]
[OFFICIAL STAMP]
[97 JUN 27 PM 1:00]
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THIRD AMENDMENT TO CERTIFICATE OF
LIMITED PARTNERSHIP OF
COCOA BEACH HOTELS, LTD.
The undersigned, being all of the partners of Cocoa Beach Hotels, Ltd., a
Florida limited partnership, hereby further amend the Certificate of Limited
Partnership filed with the Secretary of State of Florida on June 6, 1984, as
amended by the First Amendment and Second Amendment thereto filed with the
Secretary of the State of Florida on February 10, 1986 and December 28, 1987,
respectively, as follows:
1. Triple T Inns of Arizona, Inc. has assigned its interest as a Special
General Partner to Carazona Assets Inc., and withdrawn from the Partnership,
and said assignee has become the owner of said assignor's interest and been
admitted to the Partnership as a Special General Partner, all effective as of
January 1, 1994.
2. Except as provided herein, the aforementioned Certificate of Limited
Partnership and First Amendment and Second Amendment thereto remain in full
force and effect.
3. This Third Amendment shall be effective as of January 1, 1994.
IN WITNESS WHEREOF, the undersigned have sworn to and executed this Third
Amendment to Certificate on or as of this 31st day of December, 1993.
SPECIAL GENERAL PARTNERS: GENERAL AND LIMITED PARTNERS:
CARAZONA ASSETS, INC. By: THE COCOA BEACH COMPANY, INC.
By: /s/ Larry Koonin By: /s/ Clyde E. Williams, Jr.
-------------------------- -----------------------------
Larry Koonin Clyde E. Williams, Jr.
Its Vice President A Vice President Acting on
behalf of all the general and
THE COCOA BEACH COMPANY, INC. limited partners pursuant to the
special power of attorney granted
By: /s/ Clyde E. Williams, Jr. to each special general partner
-------------------------- under Section 11.1 of the Restated
Clyde E. Williams, Jr. and Amended Limited Partnership
A Vice President Agreement.
5
STATE OF FLORIDA )
) ss.
COUNTY OF (illegible) )
----------
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Larry Koonin, the Vice President of Carazona Assets, Inc., who being
first duly sworn acknowledged the execution of the foregoing Certificate to be
his voluntary and free act and deed and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 4th day of January, 199 .
/s/ P.F. Nohrr
-----------------------------------
Notary Public
P.F. NOHRR
NOTARY PUBLIC, STATE OF FLORIDA
My Commission Expires June 3, 1995
Comm. CC 115123
STATE OF OHIO )
) ss.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Clyde E. Williams, Jr., a Vice President of The Cocoa Beach Company,
Inc., who being first duly sworn acknowledged the execution of the foregoing
Certificate to be his voluntary and free act and deed and the free act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of December, 1993.
----
/s/ (illegible)
-----------------------------------
Notary Public
2
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STATE OF OHIO )
) ss.
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Clyde E. Williams, Jr., a Vice President of The Cocoa Beach Company,
Inc., a Special General Partner of Cocoa Beach Hotels, Ltd., who acknowledge
the execution of the foregoing Certificate to be his voluntary and free act and
deed and the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this ____ day of December, 1993.
/s/ [ILLEGIBLE]
-----------------------------------------
Notary Public
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SECOND AMENDMENT TO CERTIFICATE OF
LIMITED PARTNERSHIP OF
COCOA BEACH HOTELS, LTD.
The undersigned, being all of the partners of Cocoa Beach Hotels, Ltd., a
Florida limited partnership, hereby further amend the Certificate of Limited
Partnership filed with the Secretary of State of Florida on June 6, 1984, as
amended by the First Amendment thereto filed with the Secretary of the State of
Florida on February 10, 1986, as follows:
1. The names and addresses of the partners, and the Partnership's office
and agent's address are:
(a) The name and place of residence of each partner, general and
limited being respectively designated, is as follows:
GENERAL PARTNERS:
Triple T Inns of Arizona, Inc. 325 Fifth Avenue
(Special General Partner) Indialantic, Florida 32903
The Cocoa Beach Company, Inc. 2000 Huntington Building
(Special General Partner) Cleveland, Ohio 44115
Charles R. Faust 600 Fairway Drive
Suite 209
Deerfield Beach, Florida 33441
C. Wayne Thompson 325 Fifth Avenue
Indialantic, Florida 32903
S. Ronald Thompson 1600 Willow Street
Vincennes, Indiana 47591
LIMITED PARTNERS:
John D. Monson 1100 Superior Avenue
Cleveland, Ohio 44114
Clyde E. Williams, Jr. 2000 Huntington Building
Cleveland, Ohio 44115
CW Associates, Co. 2000 Huntington Building
Cleveland, Ohio 44115
(b) The Partnership's office address is 325 Fifth Avenue,
Indialantic, Florida 32903, and the Partnership's Agent for service of process
is Charles R. Faust, 600 Fairway Drive, Suite 209, Deerfield Beach, Florida
33441.
2. The total amount of cash contributed by each partner is as follows:
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<Table>
Triple T Inns of Arizona, Inc. $ 8,500.00
The Cocoa Beach Company, Inc. 8,500.00
Charles R. Faust 83,300.00
C. Wayne Thompson 166,600.00
S. Ronald Thompson 166,600.00
John D. Monson 208,250.00
Clyde E. Williams, Jr. 69,360.00
CW Associates Co. 138,890.00
</Table>
3. Each partner has agreed to make contributions of cash in proportion to
his capital account upon call by the special general partners. In the event a
partner fails to make such a contribution, the remaining partners may contribute
their proportionate share of the amount not contributed, with a corresponding
adjustment of the partners' capital accounts being made.
4. A limited partner may assign his interest upon the consent of the
special general partners, and such assignee may become a substituted limited
partner upon the consent of the special general partners.
5. No right is given to the partners to admit additional limited
partners, except in accordance with an assignee becoming a substituted limited
partner.
6. Upon the death, retirement, insanity or dissolution of a general
partner, if there be no other general partner, the partners holding 70% or the
partnership interests may elect a successor general partner and continue the
partnership; otherwise the partnership shall be dissolved.
7. Except as reflected herein, the aforementioned Certificate of Limited
Partnership and First Amendment thereto remain in full force and effect.
8. This Second Amendment is effective as of January 1, 1987.
IN WITNESS WHEREOF, the undersigned have sworn to and executed this Second
Amendment to Certificate this day of December, 1987.
SPECIAL GENERAL PARTNERS:
TRIPLE T INNS OF ARIZONA, INC.
By:
THE COCOA BEACH COMPANY, INC.
By: /s/ illegible
GENERAL AND LIMITED PARTNERS:
By: THE COCOA BEACH COMPANY, INC.
By: /s/ illegible
Acting on behalf of all the general and limited partners pursuant to
the special power of attorney granted to each special general partner under
Section 11.1 of the Restated and Amended Limited Partnership Agreement
2
9
STATE OF FLORIDA )
) ss
COUNTY OF BROWARD )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared Charles R. Faust, the President of Triple T Inns of Arizona, Inc., who
being first duly sworn acknowledged the execution of the foregoing Certificate
to be his voluntary and free act and deed and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of December, 1987.
----
/s/
-----------------------------------
Notary Public
STATE OF OHIO )
) ss
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared James M. Havach, a Vice President of The Cocoa Beach Company, Inc., who
being first duly sworn acknowledged the execution of the foregoing Certificate
to be his voluntary and free act and deed and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of December, 1987.
----
/s/ Rose E. Anthony
-----------------------------------
Notary Public
ROSE E. ANTHONY
STATE OF OHIO, CUYAHOGA COUNTY
MY COMMISSION EXPIRES JUNE 7, 1993
-3-
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STATE OF OHIO )
) ss
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared James M. Havach, a Vice President of the Cocoa Beach Company, Inc., a
Special General Partner of Cocoa Beach Hotels, Ltd., who acknowledged the
execution of the foregoing Certificate on behalf of each of the general and
limited partners of said Partnership to be his voluntary and free act and deed
and the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this day of December, 1987.
--
/s/ Rose E. Anthony
----------------------------
Notary Public
ROSE E. ANTHONY, NOTARY PUBLIC
STATE OF OHIO, CUYAHOGA COUNTY
MY COMMISSION EXPIRES JUNE 7, 1992
-4-
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COUNTY OF CUYAHOGA )
) SS. AFFIDAVIT
STATE OF OHIO )
The undersigned, being a special general partner of Cocoa Beach Hotels,
Ltd., a Florida general partnership, hereby declares, after being first duly
sworn, that the total capital contributions made by the limited partners of
said partnership as of January 1, 1987 are as follows:
<Table>
John D. Monson $208,250.00
Clyde E. Williams, Jr. $ 69,360.00
CW Associates Co. $138,890.00
</Table>
As of January 1, 1987, no additional capital contributions by the limited
partners of said partnership were anticipated.
IN WITNESS WHEREOF, This Affidavit has been executed this 23rd day of
December, 1987, effective as of January 1, 1987.
THE COCOA BEACH COMPANY, INC.
By: /s/ James M. Havach
-------------------------
James M. Havach,
Vice President
SWORN TO AND SUBSCRIBED BEFORE ME, a Notary Public in and for said County
and State, this 23rd day of December, 1987.
/s/ Rose E. Anthony
-------------------------
Notary Public
ROSE E. ANTHONY, Notary Public
State of Ohio, Cuyahoga County
My Commission Expires June 7, 1992
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SUPPLEMENTAL AFFIDAVIT
All of the Partners of Cocoa Beach Hotels, Ltd. hereby certify that the
actual amount of capital contributions is Four Hundred Sixteen Thousand Five
Hundred Dollars ($416,500) which was contributed by the Limited Partners only.
Dated this day of 198?.
SPECIAL GENERAL PARTNERS:
COCOA BEACH HOTELS, LTD.
BY: Triple T Inns of Arizona, Inc.,
General Partner (Special)
By: /s/ Charles R. Faust
--------------------------------
Charles R. Faust
BY: The Cocoa Beach Company, Inc.,
General Partner (Special)
By: /s/ [ILLEGIBLE]
--------------------------------
GENERAL PARTNERS:
/s/ Charles R. Faust
----------------------------------------
Charles R. Faust
/s/ C. Wayne Thompson
----------------------------------------
C. Wayne Thompson
/s/ S. Ronald Thompson
----------------------------------------
S. Ronald Thompson
LIMITED PARTNERS:
/s/ John D. Monson
----------------------------------------
John D. Monson
/s/ Clyde E. Williams, Jr.
----------------------------------------
Clyde E. Williams, Jr.
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CW ASSOCIATES, CO.
By: /s/ Clyde E. Williams
----------------------
Clyde E. Williams, Jr.
STATE OF FLORIDA
COUNTY OF BROWARD
Before me personally appeared Charles R. Faust, President of Triple T Inns
of Arizona, Inc., to me well known and known to me to be the person who executed
the foregoing instrument, and acknowledged to and before me that he executed
said instrument for the purposes therein expressed.
WITNESS my hand and official seal, this 27th day of December, 1988.
My Commission Expires: /s/ (illegible)
------------------------------
Notary Public
STATE OF OHIO
COUNTY OF CUYAHOGA
Before me personally appeared Clyde E. Williams, Jr., Vice President of The
Cocoa Beach Company, Inc., to me well known and known to me to be the person who
executed the foregoing instrument, and acknowledged to and before me that he
executed said instrument for the purposes therein expressed.
WITNESS my hand and official seal, this 12th day of January, 1989.
My Commission Expires: /s/ (illegible)
------------------------------
Notary Public
STATE OF FLORIDA
COUNTY OF BROWARD
Before me personally appeared Charles R. Faust, to me well known and known
to me to be the person who executed the foregoing instrument, and acknowledged
to and before me that he executed said instrument for the purposes therein
expressed.
WITNESS my hand and official seal, this 27th day of December, 1988.
My Commission Expires: /s/ (illegible)
------------------------------
Notary Public
14
STATE OF FLORIDA
COUNTY OF BREVARD
Before me personally appeared C. Wayne Thompson, to me well known and known
to me to be the person who executed the foregoing instrument, and acknowledged
to and before me that he executed said instrument for the purposes therein
expressed.
WITNESS my hand and official seal, this 22nd day of December, 1988.
My Commission Expires: /s/ illegible
illegible ---------------------------------------
Notary Public
STATE OF FLORIDA
COUNTY OF BREVARD
Before me personally appeared S. Ronald Thompson, to me well known and
known to me to be the person who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.
WITNESS my hand and official seal, this 22nd day of December, 1988.
My Commission Expires: /s/ illegible
illegible ---------------------------------------
Notary Public
STATE OF OHIO
COUNTY OF CUYAHOGA
Before me personally appeared John D. Monson, to me well known and known
to me to be the person who executed the foregoing instrument, and acknowledged
to and before me that he executed said instrument for the purposes therein
expressed.
WITNESS my hand and official seal, this day of December, 1988.
My Commission Expires: /s/ illegible
---------------------------------------
Notary Public
illegible
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STATE OF OHIO
COUNTY OF CUYAHOGA
Before me personally appeared Clyde E. Williams, Jr., General Partner
of CW Associates, Co., an Ohio general partnership, to me well known and known
to me to be the person who executed the foregoing instrument, and acknowledged
to and before me that he executed said instrument for the purposes therein
expressed.
WITNESS my hand and official seal, this 12th day of January, 1989.
My Commission Expires:
ILLEGIBLE
/s/ Karen A.P. Assink
_______________________________
Notary Public
STATE OF OHIO ) SS.
COUNTY OF CUYAHOGA }
Before me personally appeared Clyde E. Williams, Jr., to me well known
and known to me to be the person who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.
WITNESS my hand and official seal, this 12th day of January, 1989.
By Commission Expires:
ILLEGIBLE
/s/ Karen A.P. Assink
________________________________
Notary Public
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FIRST AMENDMENT TO CERTIF1CATE OF
LIMITED PARTNERSHIP OF
COCOA BEACH HOTELS, LTD.
The undersigned, being all of the Partners of Cocoa Beach Hotels, Ltd.,
a Florida limited partnership (the "Partnership") hereby amend the Certificate
of Limited Partnership dated June 1, 1984 and filed with the Secretary of State
of Florida on June 6, 1984 to reflect the admission and substitution effective
July 1, 1985 of CW Associates Co. as a limited partner of the Partnership, and
to state that the names and shares of profits of the limited partners of the
Partnership, and the place of residence of the new limited partner, are as
follows:
Charles R. Faust 9.8%
C. Wayne Thompson 19.6%
S. Ronald Thompson 19.6%
John D. Monson 24.5%
Clyde E. Williams, Jr. 8.16%
CW Associates Co. 16.34%
2000 Huntington Building
Cleveland, Ohio 44115
Except as modified herein, the Certificate of Limited Partnership of
the Partnership shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have sworn to and executed this
First Amendment to Certificate this 30th day of December 1985.
GENERAL PARTNERS: LIMITED PARTNERS:
TRIPLE T INNS OF ARIZONA, INC. By: THE COCOA BEACH COMPANY, INC.
By: /s/ ILLEGIBLE By: /s/ ILLEGIBLE
Acting on behalf of all the
limited partners pursuant to the
special power of attorney
granted to each general partner
under Section 10.1 of the
Limited Partnership Agreement
THE COCOA BEACH COMPANY, INC. CW ASSOCIATES CO.
By: /s/ ILLEGIBLE By: /s/ Clyde E. Williams Jr.
A General Partner
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STATE OF FLORIDA )
) SS
COUNTY OF BROWARD )
Before me, a Notary Public in and for said County and State, personally
appeared Charles R. Faust, the ___________________ of Triple T Inns of Arizona,
Inc., who being first duly sworn acknowledged the execution at the foregoing
Certificate to be his voluntary and free act and deed and the free act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at _________________, __________________ this ________ day of December,
1985.
/s/ ILLEGIBLE
___________________________________
Notary Public
Notary Public State of Florida
My Commission Expires _____________
ILLEGIBLE
STATE OF OHIO )
) SS
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County and State, personally
appeared James M. Havach a Vice President of The Cocoa Beach Company, Inc., who
being first duly sworn acknowledged the execution of the foregoing Certificate
to be his voluntary and free and deed and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal at Cleveland, Ohio this 30th, day of December, 1985.
/s/ Karen A. P. Assink
________________________________
Notary Public
KAREN A. P. ASSINK
Notary Public for the State of Ohio
My Commission Expires Dec. 31, 198_
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CERTIFICATE OF LIMITED PARTNERSHIP
COCOA BEACH HOTELS, LTD.
The undersigned having formed a limited partnership pursuant to the
laws of the State of Florida, hereby certify as follows:
1. The name of the partnership is COCOA BEACH HOTELS, LTD.
2. The character of the business to be transacted is the real estate
development business, including the acquisition of land, the construction of a
hotel and other improvements thereon, the management and operation of said
facilities, the financing of such acquisition, construction, management and
operation, the holding, expansion, sale and exchange of such facilities and the
engaging in any activities necessary or incidental to such business and
activities.
3. The principal place of business of the partnership is at 325 Fifth
Avenue, Indialantic, Florida 32903.
4. The name and place of residence of each partner, general and
limited being respectively designated, is as follows:
GENERAL PARTNERS
The Cocoa Beach Company, Inc. 2000 Huntington Building
Cleveland, Ohio 46113
Triple T Inns of Arizona, Inc. 325 Fifth Avenue
Indialantic, Florida 32903
LIMITED PARTNERS
Charles R. Faust 325 Fifth Avenue
Indialantic, Florida 32903
C. Wayne Thompson 325 Fifth Avenue
Indialantic, Florida 32903
S. Ronald Thompson 1600 Willow Street
Vincennes, Indiana 47391
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STATE OF OHIO )
) SS
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County and State,
personally appeared James M. Havach a Vice President of The Cocoa Beach
Company, Inc., who being first duly sworn acknowledged the execution of the
foregoing Certificate on behalf of all the limited partners of the above
partnership to be his voluntary and free act and deed and the free act and deed
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal at Cleveland, Ohio this 30th day of December, 1985.
/s/ Karen A.P. Assink
Notary Public
ILLEGIBLE
STATE OF OHIO )
) SS
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County and State, personally
appeared Clyde E. Williams, Jr., a general partner of CW Associates Co., a
limited partner of the aforementioned Cocoa Beach Hotels, Ltd., who acknowledged
the execution of the foregoing Certificate to be his voluntary and free act and
deed and the free act and deed of said partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at Cleveland, Ohio, this 30th day of December, 1985.
/s/ Karen A.P. Assink
Notary Public
KAREN A.P. ASSINK
ILLEGIBLE