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HomeMy WebLinkAboutApplication & Supp DocsI 19 -..• a _ 1l.i6 7': Fa ��� $.•'�j�^�^r cad V_C 1. T;v DEPARTMENT OF HEARING BOARDS 444 SW 2'/d Avenue, 7th Floor • Miami, Florida 33130 Telephone 305-416-2030 • Fax 305-416-2035 APPLICATION FOR VARIANCE ANY PERSON WHO RECEIVES COMPENSATION, REMUNERATION OR EXPENSES FOR CONDUCTING LOBBYING ACTIVITIES TO REGISTER AS A LOBBYIST WITH THE CITY CLERK, PRIOR TO ENGAGING IN LOBBYING ACTIVITIES BEFORE CITY STAFF, BOARDS, COMMIT IEES AND THE CITY COMMISSION. A COPY OF SAID ORDINANCE IS AVAILABLE IN THE OFFICE OF THE CITY CLERK (MIAMI CITY HALL). LOCATED AT 3500 PAN AMERICAN DRIVE, MIAMI, FLORIDA, 33133. APPLICANTS ARE RESPONSIBLE, IF NEEDED, TO BRING AN INTERPRETER FOR THE ENGLISH LANGUAGE TO ANY PRESENTATION BEFORE CITY BOARDS, COMMITTEES AND THE CITY COMMISSION. POWER OF ATTORNEY WILL BE REQUIRED 1F NEITHER APPLICANT OR LEGAL COUNSEL REPRESENTING THE APPLICANT EXECUTE THE APPLICATION OR DESIRE TO MAKE A PRESENTATION BEFORE CITY BOARDS, COMMITTEES AND THE CITY COMMISSION. THIS APPLICATION MUST BE TYPEWRITTEN AND SIGNED IN BLACK INK. IT WILL BE ACCEPTED, ALONG WITH PERTINENT DOCUMENTS, ONLY THE FIRST SEVEN DAYS (1-7) OF THE MONTH FROM 8:00 AM UNTIL S:00 PM. PLEASE NOTE THAT THE CASHIER LOCATED ON THE 4TH FLOOR WILL CLOSE AT 4:00 PM; THEREFORE, THE COMPLET h APPLICATION, REVIEWED PLANS AND A PAID RECEIPT MUST BE SUBMITTED. RECORDATION COST FOR THE RESOLUTION IS $6.00 FOR THE FIRST PAGE AND $4.50 FOR ADDITIONAL PAGES. ALL FEES ARE SUBJECT TO CHANGE. A Variance is a relaxation of the terms of the Zoning Ordinance where .such action will not be contrary to the public interest and where owing to conditions peculiar to the property and not the result of actions of the applicant, a literal enforcement of this Ordinance would result in Jose R. Roschetti , On Behalf of Groveland, LLC hereby petition the City of Miami Zoning Board for a Variance from the terms of the Zoning Ordinance of the City of Miami, affecting property located at 1840 M.icanopy Avenue, Miami. FL 33133 , folio number 0141150590040 Nature of proposed use (please be specific): Single Family Residential 1. Three original current surveys of the property prepared by a State of Florida Registered Land Surveyor within six months from the date of application. 2. Two 11x17" original plans and one 24x36° original plan, signed and sealed by a State of Florida Registered Architect or Engineer showing property boundaries, existing (if any) and proposed structure(s), parking, landscaping, etc.; building elevations and dimensions and computations of lot area and building spacing. 3. Plans need to be stamped by the Department of Hearing Boards first and then signed by Public Works, Zoning and Planning prior to submission of application. 4. An 8 x 11' copy of the signed plans attached to this application. Rev. 403127/03 5, An 8 1/2 x11' copy of all exhibits that will be presented at the hearing shall be attached to this application. 6. Affidavit and disclosure of ownership of subject property and disclosure of interest (see attached forms). 7. Certified list of owners of real estate within a 500 foot radius of the outside boundary of the subject property (see pages 7 and 8). 8. At least two photographs that show the entire property (land and improvements). 9. Recorded warranty deed and tax forms for the most current year available that show the present owner(s) of the property. 10. Other (specify and attach cover letters explaining why any document you are attaching is pertinent to this application). 11. Cost of processing according to Section 62-156 of the City Code: CS, PR, R-1, R-2, (single-family and duplex residential uses) $ 250.00 Piers, docks, wharves and the like, for each Variance from the ordinance, per lineal foot $ 45.00 Minimum $ 700.00 All applications for Variances relating to the same structure shall be assessed a single fee to be calculated per square foot of gross floor area of the proposed structure or addition, based upon the definition of gross floor area found in Section 2502 of Zoning Ordinance, as amended $ .10 Minimum $ 650.00 Application for Variance as a result of a change in approved plans or as a result of a violation notice shall be charged an additional fee, per Variance: CS, PR, R-1, R-2 $ 250.00 All other residential districts $ 450.00 Ali nonresidential districts $ 550.00 Extension of time for Variance $ 500.00 Public hearing and public meeting mail notice fees, including cost of handling and mailing per notice $ 3.50 Surcharge equal to applicable fee from items above, not to exceed eight hundred dollars (800.00), except from agencies of the City; such surcharge to be refunded to the applicant if there is no appeal by the applicant or from a property owner within five hundred (500) feet of the subject property. Rev. 03/27/03 2 12. The Variance request is for relief from the provisions of Section 401 of the City of Miami Zoning Ordinance as follows: 13. What is the purpose of this variance? As per recommendation of the Historic and Environmental Preservation Board. Groveland LLC, requests a variance of 5' in lieu of 20' to the front set -back of the property in order to preserve • Specimen trees as reflected on the attached survey. 14. Is the property within the boundaries of a historic site, historic district or archeological zone designated pursuant to Chapter 23 of the Miami City Gode? No. 15. Is the property within the boundaries of an Environmental Preservation District designated pursuant to Chapter 17 of the Miami City Code? Yes 16. In support of the application, the applicant is prepared to offer the following evidence, on the point enumerated at Section 1903 of the City of Miami Zoning Ordinance. Note: This application cannot be accepted. for Zoning Board action unless ail of the following six items are completed. (a) Special conditions and circumstances exist which are peculiar to the land, structure, or building involved and which are not applicable to other lands, structures, or buildings in the same zoning district in that: (list evidence to be produced and use additional sheets, if necessary.) The specific property is endowed with specimen trees of significant size and character, the setback as proposed would entail removal and destruction of large specimen trees native to South Florida and this particular community. (b) The special conditions and circumstances do not result from the actions of the petitioner in that: The specimen trees in their existing habitat on the property were not planted by the Petitioner, The Petitioner only seeks to protect the existing specimen trees and the character of the neighborhood according to the recommendations of the Historic and Environmental Preserv. Board, (c) Literal interpretation of the provisions of the Zoning Ordinance would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the Zoning Ordinance and would work unnecessary and undue hardships on the petitioner in that: The surrounding community enjoys the benefit of a substantial specimen tree habitat. The existing specimen trees in question enhance the community and value of the Petitioner's property. If removed, the specimen tree habitat on the property would cause a substantial undue hardship to the value of the Petitioners property. (d) Granting the Variance requested will not confer on the petitioner that special privilege that is denied by the Zoning Ordinance to other lands, buildings, or structures in the same zoning district in that: Granting the Petitioners' variance only serves to protect the existing specimen tree habitat. Any special privilege is merely conferred to the community as a whole. Rev. 03/27/03 (e) The Variance, if granted, is the minimum Variance that will make possible the reasonable use of the land, building or structure in that: The variance to the front setback of the property allows the Petitioner to construct the single family residence of the reasonable scope and size as without the variance, however, the granting of the minimal variance makes it possible to save a specimen tree habitat unique to this community. The reasonable use of the land, building and structure dictates that the specimen tree habitat be salvaged, the Petitioner has made concessions to the design in order to protect the trees. (f) The grant of the Variance will be in harmony with the general intent and purpose of the Zoning Ordinance, and will not be injurious to the neighborhood, or otherwise detrimental to the public welfare in that: The granting of the variance will not be injurious to the neighborhood, or otherwise detrimental to the public welfare, rather, if granted, it will serve to protect a native specimen tree habitat presently under threat in this community. The community will only benefit from this variance in that the goal of any community is to protect its' historical surroundings. The intent of the Zoning Ordinance is further supported in that its purpose is to protect the scale of development and protect existing communities in furtherance of the public well-being. Note: All documents, reports, studies, exhibits or other w -n or graphic material to be submitted to the Zoning Board shall be submitted h thl application. Signature Ilk Name Address TelephonE Date Rev. 03/27/03 Groveland, LLC Jose R. Boschetti 2901 S.W. 8th Street Suite 203 Miami, FL 33135 (305) 541-3738 September 16, 2003 STATE OF FLORIDA COUNTY OF MIAMI-DADF The foregoing instrument was acknowledged before me this day of 20 , by who is an individual personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) Signature STATE OF FLORIDA COUNTY OF MIAMI-DADF The foregoing instrument was acknowledged before me this 1 day of C*a,.- 20 O3 , by T` ,' (2:).=-h1. - of C-. orcocz . ,LC. .. a L..� L c:4.`• corporation, on behalf of the corporation. He/She is personally It7;11 to me or has produced as identification and who did (did not) take an oath. (Stamp) STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 20 , by partner (or agent) on behalf of , a partnership. He/She is personally known to me or who has produced as identification and who did (did riot) take an oath. (Stamp) Signature Rev. 03/27/D3 5 OWNER'S LIST Owner's Name Groveland, LLC Mailing Address 2901 SW 8 Street, #203 Zip Code 33135 Telephone Number 305-541-3738 Legal Description: See_ AttaFhed Exhibit "A" Owner's Name Mailing Address Zip Code Telephone Number Legal Description: Owner's Name Mailing Address Zip Code Telephone Number Legal Description: Any other real estate property owned individually, jointly, or severally (by corporation, partnership or privately) within 500 feet of the subject site is listed as follows: Street Address Legal Description N/A Street Address Legal Description Street Address Legal Description Rev. 03/27/03 AFFIDAVIT Before me, the undersigned authority, this day personally appeared , who being by me first deposes and says: 1. That he/she is the owner, or the legal representative of the owner, submitting the accompanying application for a public hearing as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as described and listed on the foregoing pages of this affidavit and made a part thereof. 2. That all owners which he/she represents, if any, have given their full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the accompanying petition, including responding to day to day staff inquires; 0 not including responding to day to day staff inquiries in which case he/she should be contacted at 3. That the foregoing pages are made a part of this affidavit contain the current names, mailing addresses, telephone numbers and legal descriptions for the real property of which he/she is the owner or legal representative. 4. The facts as represented in the application and documents submitted in conjunction with this affidavit are true and correct. Further Affiant sayeth not. JOSE %0%1 Applicant Name STATE OF FLORIDA COUNTY OF MIAMI-DADE ignature The foregoing instrument was acknowledged before me this day of CC--; tl- 2t by who is a(n) individual/partner/agent/corporation of a(n) individual/partnership/ produced (Stamp) He/She is ersonall known to me or who has as identification and who did (did not) take an oath. GLORIA E. ARANGO .;i. MY COMMISSION DD 219262 EXPIRES; December 26, 2003 ittg d 8cndedThruNotiryPublic Undevwri.e:s Rev. 09/30/03 DISCLOSURE OF OWNERSHIP 1. Legal description and street address of subject real property: See attached Exhibit "Ar'. 2. Owner(s) of subject real property and •percentage of ownership. Note: The Code of the City of Miami requires disclosure of all parties having a financial interest, either direct ar indirect, in the subject matter of a presentation, request or petition to the City Commission. Accordingly, question #2 requires disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their addresses and proportionate interest_ Jose R Boschetti, Owner 1.00%, 2901 S.W. 8th Street, Suite 203, Miami, FL 33135. 3. Legal d answer uestion #2, and (b) located within 500 feet of the subject real property. IA Owner o ption and street address of any real property (a) owned by any party listed in y for Owner Name STATE OF FLORIDA COUNTY OF MIAMI-DA©E Jose R. Bosch-P '1 Owner ar Attorney for Owner Signature The foregoin acknowledged before me this �'� instrument wa ackday of r 200� , by c�42. 1 c of C- v�� -•,c 4 LL.C. a 1..> ,'..:..-,c d I.cts%4,�`. corporation, on behalf of the corporation; He/She is personally Ita to me or has produced as identification and who did (did not) take an oath. Rev. 12/05/01 Ateiakagavill GLORIA E. ARANGO MY COMMISSION # DD 219262 EXPIRES: December 26, 2003 Bonded Thru Notary Public Underwriters EXHIBIT "A" NORTH SITE LOCATION LOCATION MAP (NOT TO SCALE) LEGAL DESCRIPTION Lot 4, Block 1 of "MCANOPY WOOD", according to the Plat thereof, as recorded in Plat Book 102, at Page 91 of the Public Records of Miami —Dade County, Florida. OPERATING AGREEMENT OF GROVELAND, L.L.C. ARTICLE I OFFICES Section I . Principal Office - The principal office of the Company shall be as set forth in its Articles of Organization. Section 2. Additional Offices - The Company may have such additional offices at sueh other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require. ARTICLE II MEETINGS Section 1. Annual Meeting - An annual meeting of Members shall be held within five (5 months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting. Section 2. Special Meeting - Asptci.l meeting of Members may be called at any time by the Operating Manager and shall be called by the jating Manager at the request in writing of a majority of the Memberventitled to vote at such meeting: y such request shall state the purpose or purposes of the proposed meeting. Business transacted at any Sp`ecial meeting of Members shall be confined to the purposes set forth in the notice thereof. Section 3. 'Ngtio, Of leetings - Written notice of the time, place and purpose of every Mee:"tin$ of Members'(andk if other than an annual meeting, the person or persons at whose discretion the meeting -is being called),=sh 11;be given by the Operating Manager to each Member of record entitled to vote at such meeting; not less than ten nor_mor�than fifty days prior to the date set for the meeting. Notice shall be given either personally OF by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice. A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member. All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting. Section 4. Quorum - The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member's interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase "a majority in interest of the Members" shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members. Section 5. Voting - Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in personor by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement. Section 6. Proxies - Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney -in -fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy. Section 7. Members' List - A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat. Section 8. Inspectors at Meetings - In advance of any Members' meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 9. Conduct of Meeting - All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. 2 The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting. ARTICLE 111 COMMITTEES The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters: (a) The filling of vacancies in any committee; (b) The fixing of compensation of the Members for serving on any committee; (c) The amendment or repeal of this Operating Agreement or the adoption of Operating Agreement; and (d) The amendment or repeal of any resolution of the Members which by its term not be so amendable or repealable. The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee. Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep rninutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration. ARTICLE IV OFFICERS Section 1. Executive Officers - The officers of the Company shall be an Operating Manager, Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person. Section 2. Election - The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members. Section 3. Removal - Any officer may be removed from office by the Members at any time 3 with or without cause. Section 4. Delegation of Powers - The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select. Section 5. Compensation - The compensation of each officer shall be such as the Members niay from time to time determine. Section 6. Operating Manage - The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members. Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons. Section 7. Secretary - The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article H, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members. Section S. Treasurer - Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties a may be satisfactory to the Members for the faithful discharge of his duties. Section 9. Other Officers - All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members. ARTICLE V RESIGNATIONS Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted. 4 ARTICLE VI CERTIFICATES REPRESENTING MEMBERSHIP Section 1. Form of Certificates - Each Member shall be entitled to a certificate or certificates in such foiiu as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue. Section 2. Record Date for Members - For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date. Section 3. .Members of Record - The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization, ARTICLE VII STATUTORY NOTICES The Members may appoint the Treasurer or any other officer of the Company to cause be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute. ARTICLE VIII FISCAL YEAR The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, 5 from time to time, by resolution duly adopted the Members may alter such fiscal year. ARTICLE IX COMPANY SEAL The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words "A Limited Liability Company" and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal. ARTICLE X BOOKS AND RECORDS There shall be maintained at the principal office of the Company books of account of the Company's business and transactions. There shall be maintained at the principal office of the company or at the office dale Company's transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof. ARTICLE XI INDEMNIFICATION OF OFFICERS, EMPLOYEE AND AGENTS Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually an necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Florida. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled. ARTICLE XII AMENDMENTS The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 4th day of April, 2000. Operating Manager: Member: H:1L IB RARYILLCIOPERATIN.AGT 7 AMENDED OPERATING AGREEMENT of GROVELAND, L.L.C. (a Florida Limited Liability Company) THIS AMENDED OPERATING AGREEMENT (the "Agreement") is entered into by and between Jose R. Boschetti (the "Member") and Groveland, L.L.C., a Florida limited liability company (the "Company") effective as of the July 23, 2001 and will replace and supersede that certain Operation Agreement dated +y K ? , 2-C6 is copy of which is attached hereto and made a part hereof. RECITAL The Member has formed the Company under the Florida Limited Liability Company Act (the "Act") for the purposes set forth herein, and, accordingly, desires to enter into this Agreement in order to set forth the terms and conditions of the business and affairs of the Company and to determine the rights and obligations of its Member. NOW, THEREFORE, the Member and the Company, intending to be legally bound by this Agreement, hereby agree that the limited liability company agreement of the Company shall be as follows: 1. Organization. The Member organized the Company as a single -member Florida limited liability company pursuant to the provisions of the Act. 2. Place of Business. The Company may, at the Members discretion, have one or more places of business. The initial place of business of the Company shall be 2901 S.W. 8", Street, Suite 204, Miami, Florida 33135. 3. Purpose; Powers. The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Act, as such business activities may be determined by the Member from time to time. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3. The Company shall have all powers of a limited liability company under the Act and the power to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3. 4. Capital. The name, address and value of the initial Capital Contribution of the Member shall be set forth on Schedule A attached hereto. The Member shall have no obligation to make any additional capital contributions to the Company. The Member may make additional contributions of capital to the Company as the Member determines are necessary, appropriate or desirable. 5. Rights, Power and Authority of the Member and Managers. (a) The Member shall have the full and exclusive right, power and authority to manage all affairs of the Company, to make all decisions with respect thereto and to do or cause to be done any and all acts or things deemed by the Member to be necessary, appropriate or desirable to carry out or further the business of the Company including, without limitation, the opening of bank accounts, the endorsing of checks, the acquiring of property, the selling of Company property, the borrowing of money, the granting of mortgages and other security interests in Company property, the lending of money, the execution of contracts, the payment of obligations, etc. (b) Notwithstanding the foregoing, the Member may from time to time appoint one or more Manager(s) ("Manager"), each of whom shall serve at the will of the Member or until his resignation, and each of whom may be removed, with or without cause, by the Member at any time. If appointed and serving, the Manager(s) shall have the exclusive power and authority to manage the Company's business and affairs, and the decisions and acts of the Manager(s) shall be bind the Conipany. Decisions and actions of the Manager(s) shall be made with their unanimous consent, and according to such procedures, meetings and other protocol determined exclusively by them and the Member from time to time. Upon the commencement of the Company, the sole and initial Manager shall be Jose R. Boschetti. 6. Liabili of the Member and Maria ers. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. 7. Indemnification. The Company shall indemnify the Member and the Managers and any of the Member's managers, officers, agents and affiliates, and their respective successors or assigns (individually, an "Indemnified Party"), against any and all judgments, costs, losses, liabilities and damages (including attorneys' fees and expenses) paid or incurred by the Indemnified Pa n connection with the activities of the Company or in dealing with third parties on behalf of the Company, to the fullest extent provided or allowed by law. 8. Dissolution and Winding -up of the Company. The Company shall be dissolved upon the first to occur of (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the Act. IN WITNESS WHEREOF, this Agreement has been made and executed by the Member and the Company effective as of the date fn-st written above. MBER oschetti COMPANY: By. L.L.C., a Florida limited company oschetti. Manager Name of Member Jose R. Boschetti SCHEDULE A NAME, ADDRESS AND INITIAL CAPITAL CONTRIBUTION OF THE MEMBER Address of Member 2901 S.W. 8t Street Suite 204 Miami, Florida 33135 -3- Value of Initial Capital Contribution of Member 347,310.07 This Instrument Prepared By: Ricardo L. Fraga, Esquire Greenberg Traurig, P.A. 1221 Brickell Avenue, Suite 2100 Miami, Florida 33131 LIMITED LIABILITY COMPANY AFFIDAVIT BEFORE ME, the undersigned Notary Public, personally appeared Ariel Bromberg ("Affiant"), to me well known and who, after being by me first duly sworn, deposed and stated that: 1. "Company"). Affiant is the sole Member of Groveland, L.L.C., a Florida limited liability company (the 2. The Company is currently in existence under valid Articles of Organization filed with the Secretary of State of t1 e State of Florida on April 4, 2000 (the "Articles") and a valid Operating Agreement dated as of o 0 (the "Operating Agreement"), the Company has not been dissolved and has been in 11 force and effect from April 4, 2000 through the date hereof. 3. As of this date, the Articles and the Operating Agreement have never been amended or revised. Attached is true and correct copy of the Articles and the Operating Agreement. 4. Affiant is the sole manager of the Company existing as of the date hereof. 5. Affiant is authorized to execute the Agreement for Purchase and Sale of Membership Interest (collectively, the "Agreement"), dated as of June 8, 2001 and all documents contemplated thereby. Affiant and the Company have consented to the assignment of 100% of the membership interest in the Company to Jose R. Boschetti. 0. Neither the Company nor the sole member of the Company have been debtors in any bankruptcy proceeding during the existence of the Company. 7. The Company does not have any li biiities, (contingent or otherwise) claims or judgments. Dated as of thec23 day of July, 2001. STATE OF FLORIDA COUNTY OF MIAMI_DADE Ariel Address: ei6 � RN; S t� : ira � 4:“\, 0 k CAA -ik �-�.#,1#1 '�'1f` ) The foregoing instrument was acknowledged before me this w ` 7 Bromberg. g day of July, 2001, by Ariel Personally Known (OR) Produced Identif` tion Type of identification produced Ft —Di`` v'61,71,7 L- Notary Public My Commission Expires: Arry r,,. ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST This is an Assignment of Limited Liability Company Interest between Ariel Bromberg ("Assignor") and Jose R. Boschetti ("Assignee"), dated as of the day ofJuly, 2001. STATEMENT OF FACT A. Assignor, as the sole member of Groveland, L.L.C., a Florida limited liability company (the "Company") is the holder of the undivided 100°% limited liability company membership interest (the "Membership Interest") in the Company. B. Assignor desires to assign all of the Membership Interest to Assignee. C. Assignee desires to accept such assignment of the Membership Interest and become the substitute sole member of the Company. AGREEMENT In consideration of the sum of Ten Dollars ($10.00), the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignor assigns, transfers and releases to Assignee all of the Membership Interest. 2. Assignee shall receive all right, title and interest in and to the Membership Interest and shall be the sole member of the Company. 3. Assignor shall no longer be a member of the company and shall no longer be a manager of the Company. IN WITNESS WHEREOF, the undersigned have executed this Assignment of Limited Liability Company Interest the date set forth above. TNESSES: Print Name:�-- �4 Print Name: rint Name: / ; r c rP A,, Print Name: 1, GROVELAND, L.L.C., a Florida limited liability company 1840 Micanopy Coconut Grove, Florida The undersigned, Ariel Bromberg, hereby resigns as Manager of Groveland, L.L.C., a Florida limited liability company (the "Company"), e ective July`", 2001, and acknowledges that he is no longer a member, principal r officer of tle Company. Ariel cd A\V� CERTIFICATE OF AMENDMENT TO ARTICLES OF ORGANIZATION OF GROVELANJ, L.L.C., A FLORIDA LIMITED LIABILITY COMPANY Pursuant to the provisions of Section 608.411 of the Florida Limited Liability Company Act, the undersigned Company adopts the following Certificate of Amendment to its Articles of Organization: 1. The name of the limited liability company is Groveland, L.L.C., a Florida limited liability company (the "Company"). 2. The Articles of Organization were filed on April 4, 2000, and assigned document number L00000003811. 3. The Amendments to the Articles of Organization set forth below were adopted by all of the Members of the Company on July 23, 2001. 4. The Company's Articles of Organization are hereby amended as follows: a. Article IT of the Company's Articles of Organization is deleted and replaced with the following new Article II, as follows: The principal place of business and mailing address of the Company shall be: cfo Jose R. Boschetti 2901 S.W. 8th Street Suite 204 Miami, Florida 33135 b. Article III of the Company's Articles of Organization is deleted and replaced with the following new Article III, as follows: The name and address of the registered agent is: Ricardo L.1 `raga, Esq. 1221 Briekell Avenue, Suite 2100 Miami, Florida, 3313I c. Article IV of the Company's Articles of Organization is deleted and replaced with the following new Article V, as follows: The Company is to be managed by: a manager or managers and the name and address of the initial manager is: Jose R. Boschetti 2901 S.W. 8th Street Suite 204 Miami, Florida 33135 S. same. Except as hereby amended, the Articles of Organization of the Company shall remain the IN WITNESS WHEREOF, the undersigned, consistin 8f all of the Members of the Company, have executed this Certificate of Amendment as of the day of July, 2001. SO ER: Jose' . Boschetti ACKNOWLEDGED BY THE PREVIOUS SOLE MEMBER AND PREVIOUS MANAGER OF THE COMPANY CERTIFICATE OF DESIGNATION OF REGISTERED AGENT/REGISTERED OFFICE PURSUANT TO THE PROVISIONS OF SECTION 608,415 OR 608.507, FLORIDA STATUTES, THE UNDERSIGNED LIMITED LIABILITY COMPANY SUBMITS THE FOLLOWING STATEMENT TO DESIGNATE A REGISTERED OFFICE AND REGISTERED AGENT IN THE STATE OF FLORIDA. 1. The name of the limited liability company is: Groveland, L.L.C., a Florida limited liability company 2. The name and the Florida street address of the registered agent are: Ricardo L. Fro Es , NAME Greenberg, Traurig, P.A. 1221 Briekell Avenue Suite 2100 Florida street address (P.O. sox NQT' ACCEPTABLE) Miami Florida 33131 CITY, STATE AND ZIP Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate. I hereby accept the appointment as registered agent and agree to act in this ca aci I ether agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations my position as registered agent. g ions of ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY ARTICLE I - Name: The name of the Limited Liability Company is: GROVELAND, L. . C . ARTICLE II - Address: The mailing address and street address of the principal office of the Limited Liability Company is: 550 BILTMORE WAY, SUITE 1120, CORAL GABLES, FLORIDA 33134. ARTICLE III - Registered Agent, Registered Office, & Registered Agent's Signature 1 co F The nanie and the Florida street address of the registered agent are: :71 —a a fl CORPORATION SERVICE COMPANYCD,'—'1 Name 1201 HAYS STREET (31 Florida street address (P.O. Box NOT acceptable) TALLAHASSEE Fj., 32301 City, State, and Zip Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, 1 hereby accept the appointment as registered agent and agree to act in this capacity. 1 further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and 1 am familiar with and accept the obligations of my position as re •tered agent as provided for in Chapter 6£ 8, F.,5.. ed Agent's Signature Article IV - Management (Check box if applicable.) 7 The Limited Liability Company is to be managed by one manager or more managers and is, Therefore. a manager - managed company. (An additional ar ' _ • - r ed ,4! 1; _. Signature of aor er or an authorized representative of a member. ctive date is requested) (In accordance with section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein arc true.) AUTHORIZED REPRESENTATIVE, LYNETTE COLEMAN Typed or printed name of signee FILING FEES: $ 100.00 Filing Fee for Articles of Organization $ 25.00 Designation of Registered Agent $ 30.00 Certified Copy (olrrroNAL) $ 5_00 Certificate of Status (OPTIONAL) GROVELAND, LLC. BOARD RESOLUTION - 1840 MICANOPY RESOLVED, that GROVELAND, LLC, hereby authorizes Jose R. Boschetti to conduct business with the City of Miami or any other municipality with regard to the property located at 1840 Micanopy Avenue, Coconut Grove, FL 33133. This resolution authorizes Jose R. Boschetti to apply for various zoning variances, hearings, appeals and to execute any applications required in relation to same. The .Application for Variance presented to the Board of Directors in the form of Exhibit A is hereby approved, and Jose R. Boschetti or his representatives/employees are, and each individually is, authorized and instructed, for and in the name of this Limited Liability Corporation, to execute and conduct business with any municipality, governing body or entity that he sees fit. RESOLVED, that Jose R. Boschetti is hereby authorized to do and perform any and all such acts, including execution of any and all documents, applications and certificates, including attendance at hearings, in conjunction with the property located at 1840 Micanopy Avenue, Coconut Grove. FL 33133. This Corporate Resolution supersedes and replaces all prior agreements and understandings, whether oral or in writing, and may only be modified in a separate writing. SS WHEREOF, Grove la``" LC, Director Jose R. Bo hetti ate of Florida County of Dade } } Witness: ciud c4,-6„6&14, Dated: 10 / The foregoing instrument was acknowledged before me this day of , 2003, by Jose R. Boschetti, of Groveland, LLC a Limited Liability Corporation, on behalf of the corporation. He is erso l and who did / did not take an oath. GLORIA E. ARANGO J = MY COMMISSION # DO 219262 .; d<z EXPIRES: December 26, 2003 Bonded Tim Notary Public Underwriter` /cta......-._.1 10/08/03 11: 30 GREENBERG TRALJR I G R.E. ? 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