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Ilepartmrnt if'tatr
I certify from the records of this office that EAST BOULEVARD APARTMENTS,
LLC, is a limited liability company organized under the laws of the State of
Florida, filed on October 4, 2000.
The document number of this company is L00000012086.
I further certify that said company has paid all fees due this office through
December 31, 2004, that its most recent annual report was filed an
February 4, 2004, and its status is active.
CR2E022 (2-03)
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-ninth day of December, 2004
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Depurtmpnt of #tatr
certify the attached is a true and correct copy of Articles of Organization of
TERRANOVA BISCAYNE INVESTMENTS, LLC, a limited liability company,
organized under the laws of the State of Florida, filed on June 28, 2004, as
shown by the records of this office.
The document number of this company is L04000048491.
CR2E022 (2-03)
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Sixteenth day of December, 2004
Secretary- if$tate
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OPERATING AGREEMENT
of EAST BOULEVARD APARTMENTS, LLC
(a Florida Limited Liability Company)
THIS OPERATING AGREEMENT ("Agreement") is entered into by and between
Alice Peiro ("Member") and East Boulevard Apartments, LLC ("Company"), effective as of the
4th day of October, 2000.
RECITAL
WHEREAS, The Member desires to form East Boulevard Apartments, LLC, a Limited
liability company under the Florida Limited Liability Company Act ("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, intending to be legally bound by this Agreement,
hereby agrees that the limited liability company operating agreement of the Company shall be as
follows:
1. Organization. The undersigned has formed a limited liability company under the
laws of the State of Florida by filing on October 4, 2000, Articles of Organization with the
Secretary of State of Florida.
2. Name. The name of this Company is East Boulevard Apartments, LLC.
3. Term. The terra of the Company shall become effective on the date the Articles
of Organization are filed with the Secretary of State of Florida, and shall continue indefinitely,
unless the Company is dissolved earlier pursuant to the provisions of this Agreement or the
Florida Limited Liability Company Act, Chapter 608, Florida Statutes in its present form or as
amended from time to time.
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4. Manager.
(A) Number, The Company shall be managed by one manager. The initial
manager shall be Alice Peiro.
(B) _Requirements, He and all subsequent Managers shall be Members and
shall be solely responsible for the management of the Company's business. The Manager shall
possess all rights and powers generally conferred by law and all rights and powers that are
necessary, advisable or consistent in connection therewith and with the provisions of this
Agreement. The Manager shall also be vested with all specific rights and powers required for or
appropriate to the management, conduct or operation of the business of the Company. Except
for distributions made to Members as set forth in this Agreement and any fees for specific
management services, the Manager shall receive no compensation from the Company for his
actions taken as Manager pursuant to this Agreement.
(C) Term. The Manager shall serve as such until resignation, death or a
judicial adjudication of incompetency, or until a majority in interest of the members elect a new
Manager.
(D) Rights and Powers. Rights and powers of the Manager, by way of
illustration but not by way of limitation, shall include the right and power to:
(i) Authorize or approve all actions with respect to distribution of
funds and assets in kind of the Company; acquire, secure or
dispose of investments, including, without limitation, selling and
otherwise disposing of assets of the Company, borrowing funds,
executing contracts, bonds, guarantees, notes, security agreements,
mortgages and all other instruments to effect the purposes of this
Agreement; and execute any and all other instruments and perform
any acts determined to be necessary or advisable to carry out the
intentions and purposes of the Company.
(ii) Subject to the limitations imposed by this Agreement, admit
additional Members in substitution of Members disposing of their
interest in the Company.
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(iii) Perform any and all acts necessary to pay any and all
organizational expenses incurred in the creation of the Company
and in raising additional capital, including, without limitation,
reasonable brokers' and underwriters' commissions, legal and
accounting fees, license and franchise fees (it being understood
that all expenses incurred in the creation of the Company and the
commencement of the Company business shall be borne by the
Company); and compromise, arbitrate or otherwise adjust claims
in favor of or against the Company and to commence or defend
against litigation with respect to the Company or any assets of the
Company as deemed advisable, all or any of the above matters
being at the expense of the Company; and to execute, acknowledge
and deliver any and all instruments to effect any and all of the
foregoing.
(iv) Purchase goods or services from any corporation or other form of
business enterprise, whether or not such corporation or business
enterprise is owned or controlled by, or affiliated with, the
Manager or Members, including management services at the usual
and customary rates prevailing in the management industry from
time to time for similar services.
(v) Establish Company offices at such other places as may be
appropriate, hire Company employees and consultants, engage
counsel and otherwise arrange for the facilities and personnel
necessary to carry out the purposes and business of the Company,
the cost and expense thereof and incidental thereto to be borne by
the Company.
(E) Duties. The Manager shall manage or cause to be managed the affairs of
the Company in a prudent and businesslike manner and shall devote such time to the Company
affairs as he shall, in his discretion exercised in good faith, determine is reasonably necessary for
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the conduct of such affairs; provided, however, that it is expressly understood and agreed that the
Manager shall not be required to devote his entire time or attention to the business of the
Company, In carrying out his obligations, the Manager shall;
(i) Obtain and maintain such public liability, hazard and other
insurance as may be deemed necessary or appropriate by the
Manager,
(ii) Deposit all funds of the Company in one or more separate bank
accounts, using such banks or trust companies as the Manager may
designate (withdrawals from such bank accounts to be made upon
such signature or signatures as the Manager may designate).
(ili) Prepare and distribute to all Members tax reporting information.
(iv) Notify all Members of receipt of any notice of default from any
lender, within ten (10) days after receipt of such notice.
(v) Cause to be filed such certificates and do such other acts as may be
required by law to qualify and maintain the Company as a limited
liability company under all applicable state laws.
(vi) Maintain copies of the Articles of Organization, any amendments
thereto and powers of attorney, if any, pursuant to which the
execution of the Articles of Organization have occurred_
(vii) Maintain copies of the Company's Federal, State, and Local
income tax returns and reports, if any, for the six (6) most recent
years.
(viii) Maintain copies of any then -effective operating agreement and any
111i2111 4l21 ntatwax4.,ista
(ix) Maintain copies of present and past documents relating to the
operation and business of the Company.
(F) Liabfiiry. in carrying out his duties hereunder, the Manager shall not be
liable to the Company nor to any Member for his good faith actions or failure to act, nor for any
errors of judgment, nor for any act or omission believed in good faith to be within the scope of
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Prrpsireri by And re. Yrn try:
Deana Ruiz Zapieo, Esq.
Zapico & Associates
10691 North Kendall Drive Suite 307
Miami, FL 33176
File Number 044.353
Will Cali No.:
lspfu:e Above This Line For Recording Data]
Warranty Deed
This Warranty Deed made this 23rd day of December, 2004 between Rodolfo Cepero, a single man whose post office
address is 6972 SW 4 Street, Miami, FL33144-3642, grantor, and East Boulevard Apartments, LLC, a Florida Limited
Liability Company whose post office address is 330 NE 20th Street, Miami, FL 33173, grantee:
(Wham:vet rased hnnient the terms "gram" wad *smote." facluds ail the parties to this instrument and die beim, legal rtpreaeatetives, and moisten of
ilKllvi.l,w lx sod{ the successors and assigns of corporations. trusts and trust...N)
Witnessed", that said grantor, for and in consideration of die sum of TEN AND NOf100 DOLLARS (S10.00) and other
good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby aol nowledged,
has granted, bargained, and sold to the said grantee, and grantee's heirs and aesiLnns forever. the following described land,
situate, lying and being in Miaan1-Dade County, Florida to -wit:
Lot 42, Bankers Park, according to the Plat thereof, recorded w Fiat Bock 2, Page 53, of the Public
Records of Distal Dade County, Florida.
ELAN D PLL Cat" l lV
HEL-LINGER & SLiDWICK RA,
TELECOPY TRANSMISSION
DATE: December 23, 2004
TO: Gilberto Pastoriza, Esq.
FAX: 305-854-2323
rx.fJM: Marlene B. Prego, Real Estate Paralegal
to Mark S_ Meland, Esq.
RE: Corvo
1ViESSAGE:
TELEPHONE (305) 358-5363
TELEFAX (305) 356-1221
As per your request please see attached copy of Warranty Deed,
Operation Expense, Corporate Print Out, and Articles of
Organization.
Sincerely,
Marlene
This telecopy consists of pages, including this cover sheet. If there is any problem
with the transmission or any pages are missing, please call Marlene immediately at (305)
358-ii363.
This facsimile contains PRIVILEGED AND CONF'TDENTIAL INFORMATION intended only for the use
of the addressee(s) named above. If you ere not the intended recipient of this facsimile, or the employee or
agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination
or copying of this facsimile is strictly prohibited. 'lf you have received this facsimile in error, please
immediately notify us by telephone and retina the original facsimile to us at the above address via U.S.
/vIaiL Thank you.
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authority conferred by this Agreement, but only for his own willful or fraudulent misconduct in
the performance of his obligations under this Agreement, or for gross negligence or willful
breach of his fiduciary duties under this Agreement. The receipt of advice of counsel that certain
acts and omissions are within the scope of authority conferred by this Agreement shall be
conclusive evidence of good faith; however, good faith may be determined without obtaining
such legal advice.
The Company does hereby indemnify and hold harmless the Manager and his
agents, officers and employees as to third parties against and from any personal loss, liability or
damages suffered as a result of any act or omission which the Manager believed, in good faith, to
be within the scope of authority conferred by this Agreement, except for willful or fraudulent
misconduct, gross negligence or willful breach of fiduciary duties, but not in excess of the
capital contributions of all Members. Notwithstanding the foregoing, the Company's
indemnification of the Manager and his agents, officers and employees as to a third party is only
with respect to such loss, liability or damage which is not otherwise compensated for by
insurance carried for the benefit of the Company. Insurance coverage for public liability, and all
other insurance deemed necessary or appropriate by the Manager to the business of the
Company, shall be carried in such amounts and of such types as shall be determined by the
Manager.
(G) Third Parry. No financial institution or any other person, firm or
corporation dealing with the Manager shall be required to ascertain whether the Manager is
acting in accordance with this Agreement, but such financial institution or such other person,
firm or corporation shall be protected in relying upon the deed, transfer or assurance of, and the
execution of such instrument or instruments by the Manager_
(H) Non -Compere. The Members hereby acknowledge that the Manager may,
from time to time, engage in business enterprises similar to the business of the Company and
competitive with the business of the Company. The Manager may engage in such similar and
competitive enterprises without restriction and have no obligation to account to the Company nor
to the Members for such activities.
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5. Location. The location of the principal place of business of the Company
is 7082 N.W. 50di Street, Miami, Florida 33165. The Managers may change the principal place
of business and establish additional places of business as they deem necessary Or desirable to
conduct the business of the Company.
6. .Registered Agent. The Company's agent for service of process shall be
Lamont Neiman Interian & Bellet, P.A. which is located at the following address:
One Biscayne Tower
Suite 3550
Two South Biscayne Boulevard
Miami, Florida 33131
7. Foreign Jurisdiction. The Company shall qualify to do business as a foreign
limited liability company in each jurisdiction which the nature of its business requires such
qualification.
8. Purpose; Pothers. 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 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 8.
9. 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.
10. Rights, Power and Authority of the Member. The Member shall have the full
and exclusive right, power and authority to manage the 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.
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11. Liability of the Member. 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.
12. Indemniicatian. The Company shall indemnify the Member and any of the
Mernber's agents, affiliates, 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 Party in 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.
13_ 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.
14. Governing Law, This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.
15. Multiple Agreements. This Agreement may be executed in multiple parts, each
of which shall be deemed an original and all of which together shall constitute one agreement, by
each of the parties hereto on the dates indicated in the acknowledgment of said parties,
notwithstanding that all of the parties are not signatories to the same part or that signature pages
from different parts are combined. The signature of any party to any part shall be deemed to be
a signature to and may be appended to any other part.
16_ Gender. Words of gender used in this Agreement shall be interpreted to include
the other gender, and words in the singular number shall be interpreted to include the plural (and
vice -versa), when the sense so requires. The captions to each Artie#e are inserted only as a
matter of convenience and for reference purposes and in no way define, limit or describe the
scope or intent of this Agreement, nor in any way affect it.
17. Parol Evidence. This Agreement contains the entire understanding between the
parties and supersedes any prior understandings and agreements between them concerning the
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within subject matter. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the subject matter of this
Agreement which are not described herein.
18. Saving Clause_ This Agreement is intended to be performed in accordance with
and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the
jurisdictions in which the Company does business. if any provision of this Agreement or its
application to any person or circumstance shall, for any reason and to any extent, be found to be
invalid or unenforceable, the remainder of this Agreement or the application of such provision to
other persons or circumstances shall not be affected thereby, but rather shall be enforced to the
greatest extent permitted by law.
19. Definition. The word "person", as used in this Agreement, shall include a
corporation, firm, partnership or other form of association. "Bankruptcy", as used in this
Agreement, shall be deemed to occur when a Member files a petition in bankruptcy or
voluntarily takes advantage of any bankruptcy or insolvency laws, or is adjudicated a bankrupt,
or when a petition or answer is filed proposing theadjudication of a Member as a bankrupt and
such Member either consents to the filing or such complaint or answer is not discharged or
denied prior to the expiration of sixty (60) days following the date of filing.
20. Binding. This Agreement, and all the terms and provisions hereof, shall be
binding upon and shall inure to the benefit of all Members and their respective legal
representatives, heirs, permitted successors and permitted assigns.
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IN WITNESS WHEREOF, this Agreement h • = n made and executed by the
Member and the Company effective as of
iro, Member
By:
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GAWPt1E3CS81Cliarrtst oirc, Haracic-28&4t003 Etta Boulcvurd Apts., LLCQier4Iing Agrarnnnl.t2.2I.04.wpd
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EXHIBIT A
Member of East Boulevard Apartments, LLC
Name and Address
Alice Peirce
3001 S.W. 130`6 Avenue
%liarni, Florida 33175
Ownership
Interest
Value of Initial
Capital
Contribution
100%
CG:IWFWCSVIClicrlhacim, Rorsici.-28130003 East 13uulowu4 Rpls. U CiOprr th AV na31. i2-2i,Q4.wpd
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$100.00
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ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY
ARTICLE 1- Name:
The name of the Limited Liability Company is:
TERRANOVA BISCAYNE INVESTMENTS, LLC
ARTICLE Ii - Addres :
The mailing address and street address of the principal office of the Limited Liability
Company is:
clti Rogetio Coro, Jr.
13220 S.W. 212' Street
Miami. Florida 33175
ARTICLE 111- Registered Agent, Registered Office, & Registered Agent's Signature:
The name and the Florida street address of the roistered agent are:
Lamont Neiman Interian & Bellet, P.A.
One Biscayne Tower, 3550
Two South Biscayne Boulevard
Miami, Florida 33131
n
Having been named as registered agent and to accept service of process for the .
stated limited liability company atthe place designated in this oerttfic aates we hereby ac ep c
the appointment as registered went and agree to act in this capacity. We further r ret T
to comply with the provisions of all statutes relating to the proper and oorr fete
performance of our duties, and we are familiar with and accept the obligations o our'c -c4,.
position as registered agent as provided for in Chapter 608, F.S.. =`
REGISTERED AGENT 54-
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-. Syr
tA[VIONT NEIMAN I ER1A.N & BELLET, P.A. to
t( R04000134968 3)))
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ARTICLE IV - Manatget tent
The Limlted Liability Company s to be managed by one or more managers and is,
therefore a manager - managed company.
eiman
prized representative of a member
(in accordance with section 608.4 3), Florida Statutes, the execution of this document
canal:Yates an affirmation under the penalties of perjury that the facts stated herein are
true.)
Jan S
au representative of a member
(C 300134968 3)))
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