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I certify from the records of this office that BRICKELL CITICENTRE, LLC, is a
limited liability company organized under the laws of the State of Florida, filed on
September 22, 2004.
The document number of this company is L04000069169.
I further certify that said company has paid all fees due this office through
December 31, 2004, and its status is active.
CH2E022 (2-03)
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Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Eleventh day of March, 2005
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1 certify the attached is a true and correct copy of Articles of Organization of
BRICKELL CITICENTRE, LLC, a limited liability company, organized under the
laws of the State of Florida, filed on September 22, 2004, as shown by the
records of this office.
The document number of this company is L04000069169.
CR2E022 (2-03)
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Seventeenth day of May, 2005
M-603/
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Sep 22 04 1 2: Bap
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ARTICI.PS OF ORGANIZATION
OF
BRICKELL CITICENTRE, LLC
/104000189955 3
The undersigned, for the purpose of forming a limited liability company under the Florida
T _invited Liability Company Act, Chapter 608, Florida Statutes, hereby makes, acknowledges, and files
the following Articles of Organization.
ARTICLE I - NAME
The name of the limited liability company shall be Brickell CitttCentre, LLC (the "Company").
ARTICLE Ii - ADDRESS
The mailing address and street address of the principal office of the Company in Florida shall be
Suite 825, 1401 Brirla. Avenue, Miami, Florida 33131.
ARTICLE III - DURATION
The Company shall commence its existence on the date these Articles of Organization are filed
by the Florida Department of State. The Company's existence shall be perpetual, unless the Company is
earlier dissolved as provided in the regulations adopted by the members.
ART1CT.R IV- PURPOSES AND POWERS
The general purpose for which the Company is organized is to transact any lawful business for
which a linked liability company may be organized under the laws of the State of FlCEd4. T �
Company shall have all the powers granted to a limited liability company under the laws of rgtate ofi
Florida. 1'
1r:
Cr) ry
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Brian: . Hart
Piozida Bar No. 259632
Rafferty, Hart, Stoirrih'rg,
Galles & lcaenholtz, ? .•‘.
1401 Briekell Avenue
Suite 825
Miami, Florida 33131
(305)373-033Ct
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F04000189955 3
Sep 22 04 1 2: flap
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ARTICI.R V - REGISTERED OFFICE AID AGENT
H04000189955 3
The name and street address of the registered agent of the Company in the State of Florida is
Brian A. Hart, Rafferty, Hart, Stoizenberg, Genes & Tencnholtz, P.A., Suite 825,1401 Brirkeli Avenue,
Miami, Florida 33131.
IN WITNESS WHEREOF, the undersigned has made and subscribed these Articles of
Organization at Miami, Florida for the foregoing uses and purposes this 21u day of September, 2004.
Cig WAK
Brian A. Hart, as the Authorized Representative of a
Member
CERTIFICATE OF -DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANTTO THE PROVISIONS OF SECTION 608.415 FLORIDA STATUTES, THE
UNDERSIGNED LIMITED LIABILITY COMPANY SUBMITS THE FOLLOWING
STATEMENT IN DESIGNATING THE REGISTERED OFFICE/RFGISTFRED AGENT,
'T'F-IE STATE OF FLORIDA.
1. The name of the limited liability company is: Brickell CitiCentre, LLC.3:
es..)
2 The name and address of the registered agent and office is: rrt�
a7 5.1
br
Brian A. Harr.
Rafferty, Hart, Stolzecbcrg, Genes & Teneriholtz,
Suite 825
1401 Bricell Arcane
Miami, Florida 33131.
Having been named as registered agent and to accept service of proresc 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 capacity. I further 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 ohlig tions of my position as registered agent.
Brian A. Hart
H04000189955 3
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PAGE I
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "MIAMI RETAIL PARTNERS LLC" IS DULY
FORD? UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS
OFFICE SHOW, AS OF THE ELEVENTH DAY OF MARCH, A.D_ 2005
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "MIAMI RETAIL
PARTNERS LLC " WAS FORMED ON THE TWENTY-SEVENTH DAY OF MAY, A . D .
1999_
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE _
3038935 8300
050206483
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3737431
DATE: 03-11-05
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PAGE 1
Vie First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO RATREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT
COPIES OF ALL DOCUMENTS ON FILE OF "MIAMI RETAIL PARTNERS LLC'
AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF
MAY, A.D. 1999, AT 4:30 O'CLOCK P.M_
CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF JUNE,
A.D. 1999, AT 2:03 O'CLOCK P.M.
CERTIFICATE OF AERGER, FILED TRR TWENTY-FOURTH DAY OF JUNE,
A.D. 1999, AT 2:04 O'CLOCK P.M_
CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF JUNE,
A.D. 1999, AT 2:05 O'CLOCK P.M_
CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF JUNE,
A.D. 1999, AT 2:06 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF JUNE,
A.D. 1999, AT 2:07 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE
AFORESAID LIMITED LIABILITY COMPANY_
3038935 8100H
050206483
Harriet Smith Windsor, Secretary of State
AUTHENTICATION : 3737430
DATE: 03-11-05
5 SP,ET CRY OY STATE
DIVISION 08' CORPORATIONS
FILED 04:3D PM .5/27 .999
991214976 - 303893
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CERTIFICATE OF FORMATION
OF _
MIAMI RETAIL PARTNERS LLC
The undersigned, an authorized natural person, for the purpose of forming a
limited Liability company under the provisions and subject to the requirements of the State of
Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof
and supplemental thereto, and known, identified and refarred to as the "Delaware Limited
Liability Company Act"), hereby certifies that:
FIRST. The name of the limited liability company (hereinafter called the
"Limited Liability Company") is MIAMI RETAIL PARTNERS LLC.
SECOND. The address of the registered office and the name and address of the
registered agent of the Limited Liability Company required to be maintained by Section 18-104
of the Delaware Limited Liability Company Act are The Corporation Tnist Company, 1209
Orange Street, Wilmington, Delaware 19801.
Executed on May 17, 1999.
838632.1
877 ? 31MO4 31. 1b2 W8S2:120 66. 22 .&bI
CERTIFICATE OF MERGER
of
BRICKELL COMMONS LLC
Delaware limited liability company))
and
IERREMARK MI_AMI RIVER I,LC
(a Delaware limited liability company)
with and into
MIAMI RETAIL PARTNERS LLC
(a Delaware limited liability company)
In accordance with Section 18-209 of the Delaware Limited Liability Company Act (the
"Act"), it is hereby certified. on behalf of each of the constituent entities herein named, as follows:
FIRST: The names of the constituent entities are Brickell Commons LLC, a
Delaware limited liability company ("Brickell"), Terrernark Miami River LLC, a Delaware
Limited liability company ("TMR") and Miami Retail Partners LLC, a Delaware limited liability
company ("Miami").
SECOND: An agreement of merger (the "Merger Agreement"), by and between
Brickell, TMR and Miami has been approved and executed by each of Brickell, TMR and Miami
in accordance with the provisions of Section 18-209 of the Act.
THIRD: The name of the surviving limited liability company is "Miami
Retail Partners LLC" (the "Surviving LLC").
FOURTH: The merger shalt be effective at 2:03 p.m. EST on June 24, 1999
(the "Effective Time").
FIFTH: The Certificate of Formation of Miami shall be the Certificate of
Formation of the Surviving LLC as of the Effective Time.
838883.1
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STATE OF DELAW RE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:03 PM 06/24/1999
991259576 - 3038935
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SIXTH: The executed Merger Agreement is on fie at the r
p, incipal office of
the Surviving LLC. The address of the principal office of the Surviving LLC is 1995 Braadway.
New York, New York 10023.
SEVENTH On request, the Surviving LLC will furnish. without cost, a copy of
the Merger Agreement to any member of Brickell, Miaini nr TMR.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger
as of the day of June, 1999.
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3388811
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BRICKELL COMMONS LLC
By: Terreark Brickell Retail, Inc.,
its Managing Member
Name:
1 r
Title:
TERREMARK MIAMI RIVER LLC
By: MDP Ventures II LLC,
its Managing Member
By:
Name: Bri4n J. Collins
Title: Vice President
(Signatures continue on next page)
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838883.1
MIA MI RETAIL PARTNERS LLC
By. M DP Ventures II LLC,
its Managing Member
By:
/, f(
?vane: Brims J. Collins
Title: Vice President
SECRETARY OF STATE
DIt'1SION OF CORPORATIONS
FILED 02:04 PM 95 24!19.99
9912554Z? - 393E935
CERTIFICATE OF MERGER
of
TERREMARIC 'MIAMI RIVER INC,
(a Florida corporation)
with and into
MIAMI RETAIL PARTNERS LLC
(a Delaware limited liability company)
In accordance with Section 18-209 of the Delaware Limited Liability Company Act
(the "Act"), it is hereby certified, on behalf of each of the constituent entities herein named, as
follows:
FIRST: The names of the constituent entities are Miami Retail Partners
LLC, a Delaware limited liability company ("Miami"), and Terremark Miami River Inc., a Florida
corporation ("Terremark").
SECOND: An agreement of merger (the "Merger Agreement"), by and between
Miami and Terremark has been approved and executed by each of Miami and Terremark in
accordance with the provisions of Section 18-209 of the Act.
THIRD: The name of the surviving limited liability company is "Miami
Retail Partners LLC" (the "Surviving LLC").
FOURTH: The merger shall be effective at 2:04 p.rn. EST on June 24, 1999
(the "Effective Time").
FIFTH: The Certificate of Formation of Miami shall be the Certificate of
Formation of the Surviving LLC as of the Effective Time.
SIXTH: The executed Merger Agreement is on file at the principal office of
the Surviving LLC. The address of the principal office of the Surviving LLC is 1995 Broadway,
New York, New York 10023.
837626.1
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SEVENTH, €fin reques.. the Surviving !_LC will furnish. without cost. a :u:l o;
the ?Merger Agreement to anv member- of Miami or anv shareholders of Terremark.
)337626. i
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837626.1
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IN WIT 'ESS WHEREOF, the undersigned has executed this Certificate of Mcreet
as of the }`i day of June, 1999.
MIAMI RETAIL PARTNERS LLC
By: MDP Ventures I1 LLC,
its Managing Member
By:
/ �`.
Name: Brun J. Collins
Title: Vice President
TERREIVIARK MIA_M1II RIVER INC.
By:
Name: Brian 7,'Colitns
Title: Vice Resident
SECRETARY O: STATE
DIVISION OF CORPORATIONS
FILED O2:O L?? 05/24 .L999
99125841E - 3036935
CERTIFICATE OF MERGER
of
TERREMARk BRICKELL III. MC.
(a Florida corporation)
with and into
MIAMI RETAIL PARTNERS LLC
(a Delaware limited liability company)
In accordance with Section 18-209 of the Delaware Limited Liability Company Ac
(the '�Acr"), it is hereby certified, on behalf of each of the constituent entities herein n d J t
follows: arned, as
FIRST: The names of the constituent entities are Miami Retail Partners
LUC, a Delaware limited liability company ("Miami"), and Terremark Brickell III
corporation ("Terrernark"). Inc. a Florida
SECOND. An agreement of merger (the ''Merger Agreement"), by and betty
Miami and Terremark has been approved and executed by each of Miami and Ter een
accordance with the provisions of Section 18-209 of the Act. remark in
THIRD: The name of the surviving limited liability company is "
Retail Partners LLC" Miami
(the "Surviving LLC"),
FOURTH: The merger shall be effective at 2:05 p.m, EST on June 24, 1999
(the "Effective Tune")_
FIFTH: The Certificate of Formation of Miami shall be the Certificate Formation of the Surviving LLC as of the Effective Time. of
SIXTH: The executed Merger Agreement is on file at the principal offic the Survivin P e of
g LLC. The address of the Principal office of the Surviving LLC is 1995 Broadw
New York, New York 10023. ay'
837613.1
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SEVENTH: On request, the Survivino LLC will furnish. wit out cost. r :T uav of
the Merger Agreement to any member of Miami or any shareholder of Terremar k.
837613.1
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837613.1
•
By
IN WITNESS "HEREOF. the undersigned has executed this Certificate of Merger
as of the ? `! day of June, 1999
MIAMI RETAIL PARTNERS LLC
By: MOP Ventures II LLC,
its Managing Member
By:
/ f
' #"
Name: Ian y. Collins
Title: Vice President
TER -REMARK BRICEELL III, INc_
Narne: Brian Collins=,�
Title: Vice resident
SECRETARr O: STALE
DIVISION OF CORPORATIONS
FILED 0206 P0.? ?5;!24/1999
991258432 - 3038933
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CERTIFICATE OF MERGER
of
BLOCK 108 ACQUISITION I, INC.
(a Delaware corporation)
with and into
MIAMI RETAIL PARTNERS LLC
(a Delaware limited liability company)
In accordance with Section 18-209 of the Delaware Limited Liability Company Act
(the "Act"), it is hereby certified, on behalf of each of the constituent entities herein named, as
fol lows:
FIRST: The names of the constituent entities are Miami Retail Partners
LLC, a Delaware limited liability company ("Miami"), and Block 108 Acquisition I, Inc., a
Delaware corporation ("Block 108").
SECOND: An agreement of merger (the "Merger Agreement"), by and between
Miami and Block 108 has been approved and executed by each of Miarni and Block 108 in
accordance with the provisions of Section 18-209 of the Act.
THIRD: The name of the surviving limited liability company is "Miami
Retail Partners LLC" (the "Surviving LLC").
FOURTH: The merger shall be effective at 2:06 p.m. EST on June 24, 1999
(the "Effective Time").
FIFTH: The Certificate of Formation of Miami shall be the Certificate of
Formation of the Surviving LLC as of the Effective Time.
SIXTH: The executed Merger Agreement is on file at the principal office of
the Surviving LLC. The address of the principal office of the Surviving LLC is 1995 Broadway,
New York, New York 10023.
837633.I
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SEVENTH: Ur request. the Sur' ivin LLC will furnish. without ;:cast_ a cony or
the Merger Agreement to any member of Miami or any shareholder of Block 108_
837633.1
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger
as of the 1 day of June, 1999.
837633.1
MIAMI RETAIL PARTNERS LLC
By. MDP Ventures II LLC,
its Managing Member
By:
Name: Br an J. Collins
Tirle: Vice President
BLOCK 108 ACQUISITION I, INC.
By:
/
Name: Brian. J. Collins
Title: Vice President
SECRETARY O: ST.ATE
DIVISION OF CORPORATIONS
FILED 02: 07 PM 757247..999
99125S440 — .3369.95
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CERTIFICATE OF MERGER
of
BLOCK 108 ACQUISITION II, INC.
(a Delaware corporation)
with and into
MIAMT RETAIL PARTNERS LLC
(a Delaware limited liability company)
in accordance with Section 18-209 of the Delaware Limited Liability Company Act
(the "Act"), it is hereby certified, on behalf of each of the constituent entities herein named, as
follows:
FIRST: The names of the constituent entities are Miami Retail Partners
LLC, a Delaware limited liability company ("Miami"). and Block 108 Acquisition II, Inc., a
Delaware corporation ("Block 108 Acquisition").
SECOND: An agreement of merger (the "Merger Agreement"), by and between
Miami and Block 108 Acquisition has been approved and executed by each of Miami and Block
108 Acquisition in accordance with the provisions of Section 18-209 of the Act.
THIRD: The name of the surviving limited liability company is "Miami
Retail Partners LLC" (the "Surviving LLC").
FOURTH; The merger shall be effective at 2:07 p.m. EST on June 24, 1999
(the "Effective Tirne").
FIFTH: The Certificate of Formation of Miami shall he the Certificate of
Formation of the Surviving LLC as of the Effective Time.
SIXTH: The executed Merger Agreement is on file at the principal office of
the Surviving LLC. The address of the principal office of the Surviving LLC is 1995 Broadway,
New York, New York 10023.
837640.1
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SEVENTH: On request. the Surviving LLC will furriisn. without cost. a copy of
the ?Merger Agreement to any member of Miami or any shareholder of Block 108 Acquisit;on.
83764.0 i
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger
as of the `.. day of June. 1999
a37 4Q.1
MIAMI RETAIL PARTNERS LLC
By: MDP Vcnrures II LLC,
its Managing Member
By:
Narne: Bran 1f' Collins
Title: Vice President
BLOCK 108 ACQUISITION II, INC.
By
Name: Brian J. Collins
Tide: Vice President