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GT GreenbergTraurig September 22, 2010 Mr. Anel Rodriguez Clerk, Hearing Boards City of Miami 444 S.W. 2nd Avenue, 7th Floor Miami, FL 33130 Lucia A. Dougherty Telephone:(305) 579-0603 Facsimile: (305) 961-5603 E-Mail: doughertyl@gtlaw.com Re: Updated: Letter of Intent for Grove Village Major Use Special Permit Application, Rezoning, Comprehensive Plan Amendments and Special Exception. Dear Mr. Rodriguez: On behalf of Grove Village LLC, contract purchaser/developer we are submitting a Major Use Special Permit ("MUSP") application for approval of mixed use development for the Grove Village project which will consist of six blocks totaling approximately 226 multi family residential units, 21 duplex, 4 single family residences, 231,683 sq. ft. of retail and restaurant, 192,600 sq. ft of office and 1,691 parking spaces with an Alternative A for the Bimini and Freeport blocks and an Alternative B for the Bimini and Paradise Island blocks, pursuant to Articles 4 and 17 of the Zoning Ordinance 11000 of the City of Miami, as amended. As part of our MUSP application, we have included rezoning applications, comprehensive plan amendments and a special exception request. At this time we are requesting to proceed with the comprehensive plan amendments independently from the other applications as we believe that there is pending legislation, that if adopted, would make this project economically unfeasible. Our comprehensive plan amendment request along the north side of Grand Avenue, proposes to expand the existing restricted commercial high density, which fronts on Grand Avenue, and transition from the restricted commercial high density to medium density and ultimately restricted commercial low density fronting on Florida Avenue. Furthermore, the south side of Grand Avenue proposes to expand the existing restricted commercial high density which fronts on Grand Avenue and transition to restricted commercial medium density in order to screen the parking garage with work force town home units on the Abaco Block and a new market rate rental project on the Paradise Island Block, see attached Exhibit "A." Should you have any questions, please call me at (305) 579-0603. Thank you very much for your attention to this matter. Very truly yours, Lucia A. Mfit£M,l7hdR1G-,21A70i ATTORNEYS AT LAW is W W W.GTLAW.COM 1221 Brickell Avenue ■ Miami, FL 33131 r Tel 305.579.0500 n Fax 305.579.0717 THOMAS AVE HIBISCUS ST 1 1 1 1 1 1 1 1 1 M A XSTRANG= . , „„„... FLORIDA AVE GRAND AVE 25 !0, MA11$ MOM GROVE V LAGE THOMAS AVE EXISTING LAND USE rt RESTRICTED COM. HIGH DENSITY PROPOSED LAND USE RC-H RESTRICTED COM. HIGH DENSITY RC-M is RESTRICTED COM. MED. DENSITY RC-L ft>,1 RESTRICTED COM. LOW DENSITY PROPOSED LAND USE MASTER PLAN Poir eGroup ADV I SORS HEARING BOARDS 444 SW 2nd Avenue, 7th Floor • Miami, Florida 33130 Telephone 305-416-2030 • Fax 305-416-2035 www.miamigov.com/hearing boards (Grand Bahama Block) AMENDMENT TO THE MIAMI COMPREHENSIVE NEIGHBORHOOD PLAN Planning Designee Initial & Date 0,2-00rdolu.� Welcome to Hearing Boards! This application is intended to serve as a guide in assisting you with our public hearing process. Please feel free to contact us at the number above, should you have any questions. The deadline to file the complete application with supporting documents is the first five working days of each month from 8:00 am until 3:00 pm, except on the fifth day, at 12:00 pm. The application submittal date is the date stamped by Hearing Boards' staff on this page. The responses to this application must be typed and signed in black ink. Please note that pursuant to Section 1304.2.2 of the Miami Zoning Ordinance, no application shall be deemed to have been filed unless and until the application shall have been completed. All pertinent and accurate information/documentation; i.e., the plans, reports, exhibits, shall be presented at the time of filing, in addition to the paid receipt. The applicant is responsible for the accuracy of the information contained in the application and all supporting materials. Should you wish, you could bring the materials to our office for review before the deadline to ensure completeness. You will be responsible, if needed, to bring an interpreter for the English language to any presentation before city boards, committees and the city commission. A valid power of attorney will be required if 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. All documents, reports, studies, exhibits (8 1/2 x11 ") or other materials submitted during this process will be kept as part of the record. ORDINANCE NO. 11469, CODIFIED IN CHAPTER 2, ARTICLE VI OF THE CITY CODE STATES THAT 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, COMMITTEES 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. Ordinance No. 12918 states that each person or entity requesting approval, relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees regarding any issue, shall disclose at the commencement (or continuance) of the public hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, for an agreement to support or withhold objection to the requested approval, relief or action. The Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit included in this package must be submitted with the application. The applicant must, at the commencement of any public hearing on the issue, if there is any disclosure to report, read the disclosure into the record. Also, the applicant must supplement the affidavit if there is any new information or additional information to disclose. Copies of City Commission resolutions and ordinances can be obtained at our website through the "Legislative Hub", or for certified copies, contact the City Clerk's Office at 305-250-5360. Applications for Zoning Change (Amendment to Zoning Atlas and/or Overlay District) and Land Use Change (Amend the Comprehensive Neighborhood Plan) will not be accepted unless it is signed or initialed and dated by the Planning Department designee. MIA 180,388,111v10 9-7-10 Rev. 12-16-08 Please refer to Section 62-32 of the Miami City Code for Comprehensive Plan information. 1. Applicant name(s): Lucia A. Dougherty on behalf of Grove Village LLC,. Applicant/Developer, GV Grand Bahama, LLC, Twyman E. Bentley, Jr., Jarrette Bay Investments Corp.,. collectively owners. 2. Subject property address(es) and folio number(s): approximately 3380, 3370, 3340 Florida Avenue and 3301 Grand Avenue, 01-4121-007-3320, 01-4121-007-3300, 01-4121-007-3380 and 01-4121-007-3370 3. Current designation: Single -Family Residential 4. Future designation: Restricted Commercial 5. Has the designation of this property been changed in the last year? If so, when? no 6. Do you own any other property within 200 feet of the subject property? ves If yes, has the property been granted a Land Use Change within the last year? no 7. Obtain signature or initial and date by the Planning Department designee prior to submittal. 8. Two (2) 11x17" original and one (1) 8 '/2 x 11 copy of the survey of the property prepared by a State of Florida registered land surveyor within six (6) months from the date of the application. 9. The subject property(ies) cannot have any open code enforcement/lien violations. 10. Copy of the lobbyist registration processed by the Office of the City Clerk, if applicable. 11. At least two photographs showing the entire property showing land and improvements. 12. A clear and legible copy of the recorded warranty deed and tax forms of the most current year showing the present owner(s) and legal description of the property. 13. A clear and legible copy of the subject property address(es) and legal description(s) on a separate sheet, labeled as "Exhibit A", to match with the current survey's legal description. 14. Original Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit. 15. Original Public School Concurrency Management System Entered Requirements form (page 4 of the attached packet). 16. Certified list of owners of real estate within 500 feet of the subject property (see pages 7 and 8). 17. For all corporations and partnerships indicated: a) Articles of Incorporation; b) Certificate from Tallahassee showing good standing, less than one (1) year old; c) Corporate Resolution or a Power of Attorney signed by the secretary of the Corporation authorizing the person who signed the application to do so; d) Non-profit organizations: A list of Board of Directors less than one (1) year old. 18. What is the acreage of the project/property site? approx 0.549 acres 2 Rev. 12-16-08 MIA 180,388,111v10 9-7-10 19. What is the purpose of this application/nature of proposed use? Change of comprehensive plan designation from Single Family Residential to Restricted Commercial. See attached Exhibit "B".. 20. Is the property within the boundaries of a historic site, historic district or archeological zone? Please contact the Planning Department on the 3rd Floor for information. no 21. Is the property within the boundaries of an Environmental Preservation District? Please contact the Planning Department on the 3rd Floor for information. no 22. Cost of processing according to Section 62-156 of the Miami City Code*: Application to Amend the Comprehensive Neighborhood Plan to: a. Conservation, Recreation, Residential Single Family, Residential Duplex $ 300.00 b. Residential Medium Density Multifamily $ 450.00 c. Residential High Density Multifamily, Office, Major Public Facilities, Transportation/Utilities d. Commercial/Restricted, Commercial/General and Industrial e. Central Business District (CBD) f. Surcharge for advertising each item Public hearing and public meeting mail notice fees, including cost of handling and mailing per notice $ 550.00 $ 650.00 $ 1,200.00 $ 1,200.00 $ 3.50 *Pursuant to Ordinance 12719, all planning and zoning fees in excess of $25, 000.00, shall be paid in the form of a certified check, cashier's check, or money order. Signature /% Address 1221 Brickell Avenue Name Lucia A. Dougherty Miami, Florida 33131 Telephone 305-579-0603 E-mail doughertyl(cgtlaw.com STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 7 day of 20 GZ' , by Lucia A. Dougherty who is a(n) individual/partner/agent/corporation of a(n) individual/partnership/corporation. He/She is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) Signature y,,,, , MARISOL R. GONZALEZ s Notary Public - State of Florida My Commission Expires Sep 17, 2010 Commission # DD 553129 Rev. 12-16-08 pt MIA 180,388,111v10 9-7-10 Exhibit "A" Legal. Description for Grand Bahama Land Use LEGAL DESCRIPTION: Lots 1 through 4, 7, 8, all of Block 22, of AMENDED PLAT OF THE FROW HOMESTEAD, according to the Plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami —Dade County, Florida. ei invrvnr'Q PdCTl • EXHIBIT "6" I -ollo Supporting Land Use Policies for Rezoning and Comprehensive Plan Amendment for Grove Village, Coconut Grove , Miami, Florida **Please note that only Abaco, Nassau, Paradise and Grand Bahama are being rezoned and amended in connection with this MUSP application. The rezoning and comprehensive plan amendments are consistent with the following: Goal LU-1: Maintain a land use pattern that (1) protects and enhances the quality of life in the City's neighborhoods; (2) fosters redevelopment and revitalization of blighted or declining areas; (3) promotes and facilitates economic development and the growth of job opportunities in the city; (4) fosters the growth and development of downtown as a regional center of domestic and international commerce, culture and entertainment; (5) promotes the efficient use of land and minimizes land use conflicts while protecting and preserving residential sections within neighborhoods; (6) protects and conserves the city's significant natural and coastal resources; and (7) protects the integrity and quality of the City's existing neighborhoods by insuring public notice, input and appellant rights regarding changes in existing zoning and land use regulations. Policy LU-1.1.7: Land development regulations and policies will allow for the development and redevelopment of well -designed mixed -use neighborhoods that provide for the full range of residential, office, live/work spaces, neighborhood retail, and community facilities in a walkable area and that are amenable to a variety of transportation modes, including pedestrianism, bicycles, automobiles, and mass transit. Policy LU-1.1.11: The City hereby adopts designation of the City, excluding Virginia Key, Watson Island and the uninhabited islands of Biscayne Bay, that have a land use and zoning classification of Conservation, as an Urban Infill Area pursuant to Miami -Dade County's designation of an Urban Infill Area lying generally east of the Palmetto Expressway and including all of the City of Miami. Within this area, the concentration and intensification of development around centers of activity shall be emphasized with the goals of enhancing the livability of residential neighborhoods and the viability of commercial areas. Priority will be given to infill development on vacant parcels, adaptive reuse of underutilized land and structures, the redevelopment of substandard sites, downtown revitalization and the development of projects that promote public transportation. Maintenance of transportation levels of service within this MIA 181,224,960. 109479.010100 Supporting Land Use Policies for Rezoning and Comprehensive Plan Amendment for Grove Village, Coconut Grove , Miami, Florida designated Urban Infill Transportation Concurrency Exception Area shall be in accordance with the adopted Transportation Corridors level of service standards and the City of Miami Person Trip Methodology as set forth in Policies TR-1.1.2 and 1.1.3 of the Transportation Element of the MCNP. Objective LU-1.2: Promote, facilitate, and catalyze the redevelopment and revitalization of blighted, declining or threatened residential, commercial and industrial areas through a variety of public, private, and public -private redevelopment initiatives and revitalization programs including, where appropriate, historic designations. Policy LU-1.2.1: The City defines blighted neighborhoods as areas characterized by the prevalence of older structures with major deficiencies and deterioration, high residential vacancies, widespread abandonment of property, litter and poor maintenance of real property. Declining neighborhoods are defined as areas characterized by the prevalence of structures having minor deficiencies, a general need for improvements in real property, significant declines in real property values, high vacancy rates in commercial structures and increasing difficulty in obtaining insurance. Neighborhoods threatened with decline are defined as areas characterized by significant but infrequent property maintenance neglect, an aging housing stock, declining property values, general exodus of traditional residents and influx of lower income households. Objective LU-1.3: The City will continue to encourage commercial, office and industrial development within existing commercial, office and industrial areas; increase the utilization and enhance the physical character and appearance of existing buildings; encourage the development of well -designed, mixed -use neighborhoods that provide for a variety of uses within a walkable area in accordance with neighborhood design and development standards adopted as a result of the amendments to the City's land development regulations and other initiatives; and concentrate new commercial and industrial activity in areas where the capacity of existing public facilities can meet or exceed the minimum standards for Level of Service (LOS) adopted in the Capital Improvement Element (CIE). Policy LU-1.3.15: The City will continue to encourage a development pattern that enhances existing neighborhoods by developing a balanced mix of uses including areas for employment, shopping, housing, and recreation in close proximity to each other. Policy LU-1.6.9: The City's land development regulations will establish mechanisms to mitigate the potentially adverse impacts of new development MIA 181,224,960. 109479.010100 2 Supporting Land Use Policies for Rezoning and Comprehensive Plan Amendment for Grove Village, Coconut Grove , Miami, Florida r on existing neighborhoods through the development of appropriate transition standards and buffering requirements. Objective LU-1.7: Ensure that the Miami Comprehensive Neighborhood Plan is updated as needed to meet changing conditions and, improve its effectiveness and success. Goal LU-3: Encourage urban redevelopment in identified Urban Infill Areas and Urban Redevelopment Areas. Objective LU-3-1: Promptly review and act on petitions for land use plan amendments and rezoning of property in Urban Infill Areas or Urban Redevelopment Areas to facilitate redevelopment. Policy LU-3.1.1: Continue review of existing zoning regulations to determine if they provide adequate flexibility to promote redevelopment with a mix of uses in Urban Infill Areas or Urban Redevelopment Areas and, if not, revise said existing zoning regulations or adopt new zoning regulations to promote redevelopment. Goal HO-1: Increase the supply of safe, affordable and sanitary housing for extremely low, very low-, low and moderate -income households (in accordance with the current standards and regulations of HUD and the State of Florida) and the elderly by alleviating shortages of extremely low, verylow-, low - and moderate -income housing, rehabilitating older homes, maintaining, and revitalizing residential neighborhoods in order to meet the needs of all income groups. Policy HO-1.1.3: The City will continue to develop comprehensive neighborhood redevelopment plans and programs that encourage private developers to build new, or rehabilitate old, residential structures and ensure that public investments are coordinated with private sector developments to increase the overall attractiveness of redeveloping neighborhoods. Goal HO-2: Achieve a livable city center with a variety of urban housing types for persons of all income levels in a walkable, mixed -use, urban environment. Objective HO-2.1: Design and create pedestrian friendly environments and neighborhoods with varied housing prototypes and amenities catering to persons of diverse social, economic and cultural backgrounds, with a variety of urban housing types for persons of all income levels including those of extremely low, very low-, low-, and moderate -income households (in accordance with the current standards and regulations of HUD and the State of Florida) provided in a walkable, mixed -use, urban environment. MIA 181,224,960. 109479.010100 3 Supporting Land Use Policies for Rezoning and Comprehensive Plan Amendment for Grove Village, Coconut Grove , Miami, Florida Policy HO-2.1.2: The City will continue to revise residential zoning district regulations to provide greater flexibility for the design and development of a variety of contemporary housing types and mixed -use developments with the application of new higher density zoning in accordance with neighborhood specific design and development standards that might be adopted as a result of amendments to the City's land development regulations and other neighborhood planning initiatives. Policy TR-1.4.5: A new category of public thoroughfares is created entitled "Urban Streets," defining the Urban Street as a pedestrian and vehicular way whose primary function is to serve adjoining residential neighborhoods and the businesses that serve them in the City of Miami. Characteristics and standards for such streets will be defined and specifications created on a case -by -case basis in cooperation with the governmental entity having ownership of the street, local residents and homeowner associations. Principles that will guide the design process will include, as appropriate: lower design speeds and control of traffic volumes utilizing traffic calming devices including but not limited to modification of lane widths consistent with lower design speeds; wide sidewalks; medians; roundabouts; landscaping; attractive lighting; creative and informative signage; on -street parking; and other design features and amenities as appropriate. Urban Streets shall be subject to the level of service standards described in Policies TR-1.1.2 and TR-1.1.3. The first such Urban Streets to be designated shall be: * * * Grand Avenue * * * MIA 181,224,960. 109479.010100 4 , •CO:eigii Tablic SeliotitCoeberrenq C000Orteney. mangtomept!ymein Etitood Requoemero Applicant Fields Information Application Type :Paqiiiiiaitrig APplleation'Subl'ype 14a4:tise ... Application Name #. .. OrOv.e.Villag9gPT a:- Aiieiieetion•Phono 1.0859.015..M.I.,..24.4 nie4apiiiiitegteapadVi00460M kr; . Applloation Email A00110000o.Apdreets: *' 3250:14*111.0.4i$ait.:6:20.044.0041.4 33131. Contact Fields iSfaiinetion' ...,......, . • • Oktniactliattxt . iv._ pietkii,:144440%,.g.$0* .r. .* Contact Phone, .3.05475:4).603.:: 'Contact Envoi donhokti. e.104YeAont, Locol Govt. Name •City of Mail Local.Govt Phone ::30541014.00 Local Goyt. Etna .01kloyigpitiiiiieill.if$: 400tt1•9ovt: App. Number uteONIM: pitfierty SOWS .1liftthititien.. Folk) Number . -014,12co.ti-.3329, 330;14043'70: ...Motet ,Aittlit(Olial Folio Number Total Abteage. * appr4.:04.49..abiei Proposed Land .(1001.74Pleg * ROn01e.d:c4..t0g0.0 * Aingle.kniliy•Patacheciljnitil . ' 9.. Single * 0 111010.ifeeMy Unfte.. * 0 Tiiieltatir.ilts * 8.2 •11,000(tkormio, inrermitio.A140p/9 ....kpAtooploy*t.appkOins.: Apr for thoatt-vapent saes far ..vlilcti•a: local iiiI611/ellI,Illis .11ialficStr.ikliteil,411**1`0.0e.. .'10.6iiii-inii3vviid..:Ipfv*V"Orlitj=:004:6ok-4vii.,.fe.0.4.t.44*.Jai 'Owned by thelocat governmeni:The number of utiltelO be input the CMS it.ii;i§:oteitrevliniii,.biliiiiiielliii:eAfte .0plait"Oarler..of 'unite and the ite0tifj140040.040.,..iitPt 040., Exttingit: 00rigistifig.2ok01:00006.:*111.:0:10#410.10.1Vrieg00*IOn7eiz7., 7:114,nvotyptopcb4ed-oleyopmenropit$ fol4P total 016: LdoeteoVethreeast/ellinputIOTiiiileln'the:CMS(net diffeferitehetWeeifthe'2000ezveatattless ilia neinilyproposed41:100: Pkettliteel Fie.i4StOrk;00:6P: 47-1-- Lida A. Doughoty, Esq. OwneWAttorney/Appf leant -Name tifrATRXIII FLORIDA ODUNTY DF.miAMI-DADE Owner(s)/AtIomay/AppliCantSignature T44 foregoieg Wit,s AcknO4141kiiiibefoitsiiiilliie 0 'clay of ,:go• te:' . -by Lucta.A.. Dorm erivAecaiim who is:a(i).:individeat/partuerlavntieerperation of a(n) littglidOill.pertnerstiip/corp,orsttisto,..11040 teypettentitlyIeowe to me. .tkejdetitifitetioit and-wifo-Actalit,e4 take.,an Otli. AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared Lucia A. Dougherty , who being by me first deposes and says: 1. That he/she is the owner or the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages. 2. That all owners who he/she represents, if any, have given his/her 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 foregoing petition, x including or 0 not including responses to day to day staff inquires. 3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative. 4. That the facts, as represented in the application and documents .submitted in conjunction with this affidavit, are true and correct. Further Affiant sayeth not. Lucia A. Dougherty Applicant(s) Name Applican (s)"Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE 'May The foregoing was acknowledged before me this 'Y day of �(a 20 !C) , by Lucia A. Dougherty who is a(n) individual/partner/agent/corporation of a(n) individual/partnership/corporation. He/She is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) '``1` Notary .I"• " • = of Florida My Commission Expires Sep 17, 2010 Commission # DD 553129 '' 0; °k Bonded By National Notary Assn, Rev. 12-16-08 Grand Bahamas Block GV Grand Bahama, LLC- Owner/Contract Purchaser 3370 Florida Avenue- Folio No. 01-4121-007-3370 (3370 Fla Ave LLC) 3380 Florida Avenue- Folio No. 01-4121-007-3380 Janette Bay Investments Corp.- Owner/GV Bahama, LLC as Contract Purchaser 3301 Grand Avenue- Folio No. 01-4121-007-3300 Grand Bahamas Dev of Village West Corp - Owner/GV Bahamas LLC as Contract Purchaser 3355 Grand Avenue- Folio No. 01-4121-007-3420 3375 Grand Avenue- Folio No. 01-4121-007-3410 3395 Grand Avenue- Folio No. 01-4121-007-3400 Twyman E. Bentley, Jr. 3340 Florida Avenue - Folio No. 01-4121-007-3320 MIA 180,414,289v1 2-2-09 DISCLOSURE OF OWNERSHIP 1 List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) GV Grand Bahama, LLC Percentage of Ownership _ see attaQhed Exhibit _ "C" Subject Property Address(es) 3370 and 3380 Florida Avenue 2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): Legal Description(s): None f1.4-Lr Owner(s) or Attorney Name Owner(s) or Attorney Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoin 20(D ,byC'i a(n) individual/partner/agen individual/partnership/corporation. produced as iden (Stamp) was acknowledged before me this { day of fl" P.�.A ct, who is no (I� ltL,a(n) f� HeShe is fir tificatio d who did i or•ora }o�":::r'ae.0 MARGARET NEE * MY COMMISSION # DD 951740 EXPIRES; February 23,2014 oR,O Bonded Thor Budget Notary Services erso tll known to mb or who has id`rrot`j -t-at-e-a.n-oat i Signature Rev. 12-16-08 EXHIBIT "C" Entity, GV Abaco, LLC GV Nassau, LLC GV Freeport, LLC GV Grand Bahama, LLC GV Bimini, LLC GV Paradise, LLC Ownership Structure - Percentage 100% 100% 100% 100% 100% 100% GROVE VILLAGE PROJECT Owner Grove Village LLC Grove Village LLC Grove Village LLC Grove Village LLC Grove Village LLC Grove Village LLC Entity, Grand Avenue, LLC 32-232118 3250 Mary Street #100 Miami, FL 33133 DFG1, LLC 05-0582333 3250 Mary Street #100 Miami, FL 33133 Continental Citrus Corp. 59-0850478 3250 Mary Street #100 Miami, FL 33133 Property Finance Corp. 59-1150689 3250 Mary Street #100 Miami, FL 33133 Sandhill Realty, LLC 20-3536928 3250 Mary Street #100 Miami, FL 33133 18 Nonantum, LLC 20-3987320 3250 Mary Street #100 Miami, FL 33133 Ownership of Percentage 35.403975% 5,449736% 29.223949% 5.018640% 10.492523% 14,411177% 100.000000% Grove Village LLC Owner William L. Driscoll Oliver Street Partners LLP Peter C. Gardner Beau Gardner Courtney Berry Frank C. Gardner W. John Driscoll Trust fbo Rudolph W. Driscoll Jr. John B. Driscoll William L. Driscoll Elizabeth D. Hlavaka Margaret L. Driscoll W. John Driscoll Frank C. Gardner Percentage 54.545455%. 45.454545% 50% 5% 13% 8% 8% 8% 8% 50% 50% Frances G. Gardner 25% Peter C. Gardner 19.50% Elizabeth Gardner Berry 19.50%. Thomas M. Gardner 19,50% Peter Gardner GST Trust 5.50% Elizabeth Gardner Berry GST Trust 5.50% Thomas M. Gardner GST Trust 5.50% Peter C. Gardner 100% 111111111111111111111111111111111111111111111 Prepared by and Return to: Ellen Rose, Esq. Therrel Baisden, P.A. One Southeast Third Ave, Suite 2950 Miami, FI 33131 Tax Folio # 01-41-21-007-3370 CFI/ 2007R1225082 DR Bk 26132 Pas 3517 - 3518F (2pss) RECORDED 12/28/2007 10:25:58 DEED DDC TAX 2r760.00 HARVEY RUVINr CLERK OF COURT MIAMI-DADE CDUNTYr FLORIDA (above space reserved for recording information) WARRANTY DEED THIS WARRANTY DEED made the 2-7 day of aa'e-,1 2007, by Willie J. Wimberly and Celia M. Wimberly, his wife, whose post office address is 3370 Florida Avenue, Coconut Grove, Florida 33133 (hereinafter referred to as the "Grantors"), to 3370 FLORIDA AVE, LLC, a Florida limited liability company whose post office address is 8211 West Broward Blvd., Suite 230, Plantation, Florida 33324 (hereinafter collectively referred to as the "Grantee"). (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations.) WITNESSETH; that the Grantors, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Miami -Dade County, Florida, viz: Lot 7 Block 22, of FROW HOMESTEAD, according to the Plat thereof, as recorded in Plat Book B, at Page 106, of the Public Records of Miami -Dade County, Florida. SUBJECT TO: 1. Taxes for the year 2008 and years subsequent thereto; 2. Zoning ordinances of Miami -Dade County, Florida; and 3, Conditions, restrictions, easements and limitations of record, if any, without reimposing same. TOGETHER WITH all of the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the Grantors hereby covenant with said Grantee that the Grantors are lawfully seized of said land in fee simple; that the Grantors have good right and lawful authority to sell and convey said land; that the Grantors hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances except taxes accruing subsequent to December 31, 2007. IN WITNESS WHEREOF, the undersigned have signed and sealed these presents the day and year first above written. Book26132/Page3517 CFN#20071225082 Page 1 of 2 OR BK 26132 PG 3*18 LAST PAGE Signed, sealed and delivered in the presence oft Printed Name: Printed N Printed Nttedd NN STATE OF FLORIDA ) ss. COUNTY OF MIAMI-DADE 1�1.t/6411464 Willie J. Wimrly 3310 fla.,,'d.a �u Celia M. Wimberly VV1n6141‘.4; 19 �//�� The foregoing instrument was sworn to and acknowledged before me this o? 9day of d.O4 Q , 2007 by Willie J WimberJ,r and Celia M. Wimberly, his wife, who are personally known to me or have produced flu as identification. My commission expires: ER\GARDNER\3370FIorida\WARRANTYDEED 2 Notary Pu is State of F rida at Large Book26132/Page3518 CFN#20071225082 Page 2 of 2 Prepared by and return to: Peter Previti, Esq. Attorney at Law Peter Previti, Esquire 5825 Sunset Drive Suite 210 Miami, FL 33143 305-662-9504 File Number: Brown to 3380 Will Call No.: Parcel Identification No. 01-4121-007-3380 111111111111111111111111111111111111111111111 CFN 2008R0117600 OR Bk 26211 Pss 1599 - 1600► (2pss) RECORDED 02/12/20008 12:59:32 DEED DOC TAX 3000.00 000.00 HARVEY RUVINr CLERK OF COURT 1IAt1I-DADE COUNTY, FLORIDA [Space Above This Line For Recording Data] Warranty Deed (STATUTORY FORM - SECTION 689.02, F.S.) This Indenture made this 25th day of January, 2008 between James Theophelus Brown, a single man whose post office address is 3380 Florida Avenue, Miami, FL 33133 of the County of Miami -Dade, State of Florida, grantor*, and CG 3380 Florida, LLC, a Florida Limited Liability Company whose post office address is of the County of , State of ,FLo*sDi grantee*, a i l w. 3Ptxi) AP b/t! ma`; 146. pi f 9, ,7,//.ir►404-,-1.73n ,Ft. 333107� Witnesseth that said grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Miami -Dade County, Florida, to -wit: Lot 8, Block 22, FROW HOMESTEAD, according to the Plat thereof, recorded in Plat Book B, Page 106, of the Public Records of Miami Dade County, Florida. Subject to taxes for 2008 and subsequent years; covenants, conditions, restrictions, easements, and limitations of record, if any. and said grantor does hereby fully warrant the title to said land, and will defend the same against lawful claims of all persons whomsoever. * "Grantor" and "Grantee" are used for singular or plural, as context requires. In Witness Whereof, grantor has hereunto set grantor's hand and seal the day and year first above written. igned, sealed and delivered ' • presence: 'rvis O1_�iiir ame: ►�1kI r:inT. Witness ).thaimA0/-1.117)--- (Seal) es Theophelus Brown DoubleTime® Book26211/Page1599 CFN#20080117600 Page 1 of 2 OR BK 26211 PG 1600 LAST PAGE State of Florida County of Miami -Dade The foregoing instrument was acknowledged before me this 25th day of January, 2008 by James eophelus Brown, who L] is personally known or [X] has produced a driver's license entification. [Notary Seal] NOTARY PUBLIC -STATE OF FLORIDA Maria Branam •„'„ 's Commission #DD695134 ••` Expires: NOV 04, 2011 BONDED TRRU ATLANTIC BONDING CO„ INC. &-c.c -�✓ l �l otary Pub Printed Name: My Commission Expires: Warranty Deed (Statutory Form) - Page 2 DoubleTimee Book26211 /Page 1600 CFN#20080117600 Page 2 of 2 DISCLOSURE OF OWNERSHIP 1 List the owner(s) of the subject property and percentage of ownership, Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition, Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) Jarrette Bay Investments Corp. Percentage of Ownership See attached Exhibit "D" provided by owner Subject Property Address(es) 3301 Grand Avenue 2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary. Street Address(es): None C, Owner(s) o or.n.e. ame Legal Description(s): 0 STATE OF FLORIDA -- COUNTY OF MIAMI-DAD The foregoing was acknowledged before me this C' - 20 /C) , by ta (: r a(n) individuaUpartneakOnticorporation of nature day of who is a(n) individual/partnership/c6fpor . He/She is •ersonall k •wn to me or who has produced as identification and who did (did not) e an oath. (Stamp) ib RY Signatur Ba.aHa Yasa®0 pa Hafl40a9Q4 ypaea A5i5Na ®Y'R�., ;pHHa EQRAMUL I. Clitt, PHURY comma Dp0686039 Expire6/17/2011 rloric�s?NotaryAssMoi)?o12-18-OS eaaoaaeeaeaaaaceogpviaaimg HHeoe HHaee® EXHIBIT "D" TO DISCLOSURE OF OWNERSHIP FORM: Florida Entity Name: Jarrette Bay Investments Corporation, a Florida corporation 100% fee owner of that certain real property located at: 1. 3301 Grand Avenue, Miami, FL; Folio#: 01-4121-007-3300 Entity Shareholder Breakdown: Julio Marrero: 40% 24 out of 60 total shares issued Gilberto Galceran: 25% 15 out of 60 total shares issued Orlando Benitez: 25% 15 out of 60 total shares issued Phillip Muskat: 10% 6 out of 60 total shares issued 23449PC 469 I hub lloeumau Prepared and Arturo to: Jorge M. Vigil, Esq. Rasco Reininger, Perez L Esquenazi, P.L. 283 Catalonia Avenue Coral Gables, Florida 33134 Parc NI 11) \umber: Warranty Deed 132Fi3`7.451:19 : :,:.. R. P., • • ;1•i • FL •I•hkIndenturc, ♦Ladedu, -� .t., •n May , 2002 \11 Iietv+ecn ENCLAVE OF COCONUT GROVE, INC., a corporation existing under the laws of the State of Florida • t .R,b' ,•I Miami -Dade , .I,:... Florida , granter, JARRETTE BAY INVESTMENTS CORPORATION, a corporation existing under the laws of the State of Florida ;,;,,•„ ,, 2903 Salzedo Street, Coral Gables, Florida 33134 • Il:s t,I.l.t. Miami -Dade Vs'iInCSSCth tJ ..i :1:: t11t \\ 1' ..., .ot„' of IL oh.. TEN DOLLARS i$101 Florida , tgr:$nttrc. In,11 \n1 ar.J a•ther t',1.•d a11J „14J'`le .,I:,t.le:a:i.u, II. I II{ \\(Inc i.al.,l Phi 1•• IIIC \ '. III it; a• I,.a'tpi „le:la'... 1. l.eta•In ,.An..sstedyeJ ranted hagotne.l and ' 1 to the sal.; t di \\ 11 I -It.J t dt \'• I I 1 l:a:rs s.1..1. •,.., ,i..l a.o 11s 6a0 or the !.,ilouo:it I:e,.:1he1 land ,mate I) int .tnd befog u1 the t out" ul 'Miami —Dade tit,te ,.1 Florida n1 all Lots 1, 2, 17 and 18 and the East 39.25 feet of Lots 3 and 16, less the South 10 feet of Lots 16, 17 and 18, Block 22 of AMENDED PLAT OF FROW HOMESTEAD, according to the Plat thereof, as recorded in Plat Book "B" Page 106, of the Public Records of Miami -Dade County, Florida. and the gtarhn does herd•, loll\ tsananl the title to ,.rJ.land. ant! utll deleted t11C'•e,me ,;t.lm,c 14,041 .hints of all person. %%Ito:moner In Witness N%hercof,the grantor ha, ttereutuo set n. hand .ni, Neal the da, and }car tint ala,e tsnneu tiiRned, scaled And delh'Cred in our pros ii c: ENCLAVE OF COCONUT G OVEN INC. 24. / -) JoRGS.BTSTEt p l 1 \.hhe'.. 44.3 • Street r� i V,anu . hmr., Matta 3313N Printed Name: Witness Printed Name: Witness • By: (Corporate Seal) STATE OF Florida COUNTY OF Miami -Dade 1 Ills linego"lg mstnnncnl ,sus ac4n.«sleJecd Ilelote the this • 1 daj of May , 2002 h} JORGE BIDILONIA, as President of ENCLAVE OF COCON7T GROVE, fC., a Florida corporation ¢/ he is penman) 1.nottn to me to he has produced his Florida driver's licens a.. 1 tti t ; i 1,GI$3005 Printed 'Te:' Cj f'LUE-fj6/t0 Notary Public Vt C•omntissiuti 1•.spirer 2703.1 . ra l.rvulra l•, C 111.pl.a t,,;rm•, liw :100. Iu.11 •1• 1•l\.t.I,V1n 11 N•11.1 DISCLOSURE OF OWNERSHIP 1 List the owner(s) of the subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary. Owner's Name(es) Twvman E. Bentley, Jr. Percentage of Ownership 100% Subject Property Address(es) 3340 Florida Avenue 2. List all street address(es) and legal description(s) of any properly located within 500 feet of the subject property owned by any and all parties listed in question #1 above, Please supply additional lists, if necessary. Street Address(es): Legal Description(s): None 0 er(s) or Attorney Narne Owner(s) or Attorney Signature STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this / 4/(-day of 20 10 , by u_..) who is a(n) individualfpartngriagenticorporat of a(n) indiirldual/partnershipkorporation. He/She is personally known to me or who has produced ,,, „ as maTgarei 4idereation anc 41x 'Commission#DD522106 ,...RExpires: FEB, 23, 2010 (Stamp) .1,e6f\-0,..,° to` WWW.AARONNOTARY.com Signature wontivio N NO UTcr MANN %,0.0.014,11/ o LOZ 'CZ BB :salldx9 30 LoZZogis,0103#muro,Iss!,w, R6V. 12-16-08 11111111111111111 H 11111111 H 1111111111111111 4repared by: Mark A. Valentine, Esq. 4770 Biscayne Boulevard Suite 1200 Miami, Florida 33137 (305) 576-1011 Property Folio No.:O1—Ht1_ — oe1 33L CFN 2o05ROO.35268 OR 8k 22490 Ps 39991 (1as/ RECORDED 01/11/2005 14119:13 DEED DOC TAX 0.60 HARVEY RUVINr CLERK, OF COURT MIANI-DADE CDUNTYr FLORIDA LAST PAGE QUIT CLAIM DEED THIS QUIT CLAIM DEED, executed this 30+'`day oft:140,44.,. 2004, by, PAULA JEAN BENTLEY, a single person, whose address is 780 S.E. West Virginia Drive, Port St. Lucie, Florida 34983 party of the first part to TWYMAN E. BENTLEY, JR., a single person, whose address is 3340 Florida Avenue, Miami, Florida 33133 party of the second part. WITNESSETH, that the said first party, for and in consideration of the sum of $10.00 o.g.v.c. in hand paid by the second party, the receipt of which is hereby acknowledged, does hereby remise, release and quit- claim unto the said party of the second part forever, all the right, title, interest, claim and demand which the said first party has in hand and to the following described lot, piece or parcel of land situate, lying and being in the County of Miami -Dade, State of Florida to wit: Lot 3 Less E 39.25FT & All of Lot 4,FROW HOMESTEAD as recorded in Plat Book B, at Page 106 of the Public Records of Miami -Dade County, Florida a/k/a 3340 Florida Avenue, Miami, Florida 33133 To have and to hold the same together with all singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest, lien, equity and claim whatsoever of the said first party, either in law or equity, to the only proper use, benefit of the said second party forever. IN WITNESS WHEREOF, the said first party has signed and sealed these presents the day and year first above ad/T / PRINT NAME STATE OF F(.c) J- ) � :SS COUNTY OF PiAnu -I ,04 ) 41044Q.4... PAULA JE BENTLEY The foregoing instrument was acknowledged before me this day of }ec.. 2004 by Paula Jean Bentley, who is personal, oii'u6 wn to me or who has•.••ptp'md: , as identification �hdwhodid (di ot) an oath. %''1::, OTARY 't i— ; I rr'. ,:1'llllllif H4St• lit; T ANNIL'• B. tiAKBR [.. 94Y commasOH+ moons aX►IRES: by 9.2003 1•a:O1NOTMY RW Y Sonia Oceldiny tie. A /-4tYNH G /Z Print Name Book22990/Page3999 CFN#20050035268 Page 1 of 1 State of Florida Department of State I certify from the records of this office that GV GRAND BAHAMA, LLC is a limited liability company organized under the laws of the State of Florida, filed on January 29, 2008. The document number of this limited liability company is L08000010105. I further certify that said limited liability company has paid all fees due this office through December 31, 2009, that its most recent annual report was filed on April 14, 2009, and its status is active. I further certify that said limited liability company has not filed Articles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Twenty Third day of February, 2010 Secretary of State Authentication ID: 900170310729-022310-L08000010105 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. https://efile.sunbiz.orgicertauthver.html www.sunbiz.org - Department of State Page 1 of 1 � D S PA: lei of . M N ri Home Contact Us E-Filing Services Document Searches Forms Help Certificate of Status Verification Listed below is the current information for the entity for which you are requesting a certificate of status. If this information is what you require for certification, please press the "Continue" button. If you do not wish to continue with this certification, press your browser "Back" button or select to return to the Sunbiz home page. Document Number L08000010105 Corporate Name GV GRAND BAHAMA, LLC State of Inc FL Filing Date 01/29/2008 Document Status ACTIVE Effective Date N/A Last Trans Date 07/24/2008 Last Trans Effective Date N/A Last Annual Report Date 04/14/2009 Last Annual Report Year 2009 Cross Reference Name N/A If this is not the correct information, please hit your browsers' 'Back' button and enter another document number. Home Contact us I Document Searches ( E-Filing Services 1 Forms I Help Copyright and Privacy Policies Copyright © 2007 State of Florida, Department of State. https://efile.sunbiz.org/scripts/certauthver.exe 2/23/2010 Oi5.1 wUMUMwkU W wav�+vvpUIitmay CJU�UMU x n n n�naelx 4Q0R nQ�a M �41�I.4 [f��i �1 ?imam/unit of Otatp 11111111111111111111111111111111011111 gym.FN' 20 8R0629'960 OR Bk 26505 'Pss 4284 - 4289 r Pssk RECORDED 08/01/2008 11:5 :28 HARVEY RUVIH r CLERK OF COURT MIA#1I--DADE COUHTYv FLORIDA a I certify the attached is a true and correct copy of the Certificate of Merger or Articles of Merger, filed on July 24, 2008, for GV GRAND BAHAMA, LLC, the surviving Florida entity, as shown by the records of this office. The document number of this limited liability company is L08000010105. CR2E022 (01-07) Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twenty-fifth day of July, 2008 rt* ro i $tcrefarg nf$fzxfe f4, `Ur W1r rAktlij .a . an • w •w ��'i ;v�"V. moP�U iV.oa�a� i • i �,US,UveU1 UUmUfp WiiU; !PAnnannnnn,nnnnnnin\nnnnWnnWnRnn*MCA .� d' CERTIFICATE OF MERGER ` The undersigned parties have executed this Certificate of Merger ("ificate") as of 6 uLy a `' , 2008, and hereby state as follows: 1. Merging Companies. The following limited liability companies (collectively, sometimes referred to as "Merging Companies" and individually as a "Merging Company") are merging into GV GRAND BAHAMA, LLC, a Florida limited liability company (the "Surviving Company"): a. CG 3380 FLORIDA, LLC, a Florida limited liability company; and b. 3370 Florida Ave, LLC, a Florida limited liability company. 2. Plan of Merger. The Plan of Merger is attached hereto and made a part hereof. 3. Approval. Approval of the Plan of Merger was obtained by each Merging Company (as described in Paragraph 2 above) in accordance with the applicable provisions of Chapter 608 of the Florida Statutes. 4. Manager. No Manager is a Member of a Merging Company or the Surviving Company. 5. Effective Date. The effective date of the Plan of Merger shall be upon the filing of this Certificate with the Florida Secretary of State in accordance with Paragraph 5 of the Plan of Merger. IN WITNESS WHEREOF, this Certificate of Merger has been executed by the Merging Companies and the Surviving Company as of the date first written above. MERGING COMPANIES: CG 3380 FLORIDA, LLC, a Florida limited liability company By: 6(— Peter C. Gardner, Manager 3370 Florida Ave, LLC, a Florida limited liability company By / G. AZ Peter C. Gardner, Manager • SURVIVMG COMPANY: GV GRAND BAHAMA, LLC, a Florida limited liability company Peter C. Gardner, Manager PLAN OF MERGER The Plan of Merger (the "Plan") is as follows: 1. Name and Jurisdiction. The name and jurisdiction of each Merging Company are as follows: a. CG 3380 FLORIDA, LLC, a Florida limited liability company; and b. 3370 Florida Ave, LLC, a Florida limited liability company. (collectively, sometimes referred to as "Merging Company") 2. Surviving Entity. The surviving entity shall be GV GRAND BAHAMA, LLC, a Florida limited liability company (the "Surviving Company") 3. Terms and Conditions. The terms and conditions of this Plan are as follows: a. The separate legal existence of each Merging Company set forth under Paragraph 1 hereof shall terminate as of the Effective Date hereof; b. The assets of each Merging Company set forth under Paragraph 1 hereof shall, as of the Effective Date hereof, vest in the Surviving Company c. The liabilities and obligations of each Merging Company set forth under Paragraph 1 hereof shall be the sole responsibility of the Surviving Company; and d. The Surviving Company's Operating Agreement shall be the governing operating agreement. 4. Manner and Basis of Converting Members' Interests. The manner and basis of converting members' interests shall be as follows: a. GROVE VILLAGE, LLC, a Florida limited liability company, and the 100% owner of CG 3380 FLORIDA, LLC shall be deemed as of the Effective Date hereof, to have cancelled its 100% interest in such Merging Company without further action and to have its interest represented by its 100% membership interest in the Surviving Company; and b Sandhill Realty, LLC, a Delaware limited liability company and the 100% owner of the membership interests in 3370 Florida Ave, LLC shall be deemed, as of the Effective Date hereof, to have cancelled its 100% interest therein without further action and to have its interest represented by a six (6%) interest in GROVE VILLAGE, LLC, a Florida :limited liability company, subject to Paragraph 7 hereof, which, in turn, owns 100% interest in the Surviving Company. 5. Effective Date. The Plan shall be effective ("Effective Date") upon the filing of the Certificate of Merger with the Florida Secretary of State. 6. Fair Value. The method of determining the "fair value" as defined in F.S. 608.4351 of an interest in a domestic limited liability company that is a party to this Plan shall be the purchase price of properties acquired by a Merging Company set forth under Paragraph 1 hereof. 7. Other Terms. a. Sandhill Realty, LLC has a 6% membership interest in GROVE VILLAGE, LLC which owns 100% of the Surviving Company. Sandhill Realty, LLC has an obligation to fund 6% of the equity in GROVE VILLAGE, LLC by contributing cash or property and its 100% interest in 3370 Florida Avenue, LLC, and such contribution satisfies part of that obligation. b. A certified copy of the Certificate of Merger shall be filed in the official records of any county in Florida in which a party to this Plan holds an interest in real property. c. The members of each Merging Company set forth under Paragraph 1 hereof waive any and all appraisal rights to which such members are entitled under F.S. 608.4351-608.43595 by approving this Nan. IN WIT S1�1F S WHEREOF, this Plan has been executed by the undersigned parties this aY day of 2008. MERGING COMPANIES: CG 3380 FLORIDA, LLC, a Florida limited liability company By: Peter C. Gardner, Manager 3370 Florida Ave, LLC, a Florida limited liability company By: ‘4"-# 6°1°443 Peter C. Gardner, Manager ....26.5 0-5......: ':: .4289 LAST PAGE SURVIVING COMPANY: GV GRAND BAHAMA, LLC, a Florida limited liabilitycompany e> ‘4-‘611-A..., Peter C. Gardner, Manager PARTY TO PLAN: SANDHILL REALTY, LLC, a Delaware limited liability company By: 4a2*-404-, , Peter C. Gardner, President W: ER\OARDNER\COCONUTGROVE[SLANDPURCHASE\MERGERGVGRANDBAHAMA\PLANOFMERGER(GVGRAND BAHAMA) I certify from the records of this office that JARRETTE BAY INVESTMENTS CORPORATION is a corporation organized under the laws of the State of Florida, filed on May 14, 2002. The document number of this corporation is P02000053666. I further certify that said corporation has paid all fees due this office through December 31, 2009, that its most recent annual report was filed on January 21, 2009, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Second day of February, 2009 Secretary of State Authentication ID: 300142665943-020209-P02000053666 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. https://eiile.sunbiz.orglcertauthver.html ""SIIP" CITY OFMIAMI DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO SUPPORT OR WITHHOLD OBJECTION The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee, commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or implied, or any promise or agreement to provide any of the foregoing in the future. Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Comtission or any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners' legal representative are not required to fill out this form. NAME: HOME ADDRESS: CITY: First Name) (M le) 3 -1"l a (Address Line 1) (LasLName) NA 00in n.15 (Address Line 2) STATE: Florida zrp:3 3 ( 3 HOME PHONE: CELL PHONE: (, 6 if (i3 6 b 6 3 k FAX: +-- —. EMAIL: J (1. (ra n fsr Poif ke r©o f ct �-'k V i 3C� ► �. (� (� BUSSINBSS or APPLICANT or ENTITY NAME of Grp. o-" \I t I 1 acje LA-C.-- BUSINESS ADDRESS: 2-M a r"r � f 2. coh (Address Line 1) -`% M\ai ‘ r--. :531 . (Address Line 2) 1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board, authority, agency, council, or committee. 2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action? YES j NO If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and rend and execute the Acknowledgement. Doc. No.;85543 3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided or committed. Name Address Phone# a. b. c. Additional names can be placed on a separate page attached to this foam. 4. Please describe the nature of the consideration. 5. Describe what is being requested in exchange for the consideration. ACKNOWLEDGEMENT OF COMPLIANCE+ I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur: 1. the application or order, as applicable, shaft be deemed void without further force or effect; and 2. no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the application or order. PERSON SUBMITTING DISCLOSURE: 4 L../9.4"1.� ,ig`Yaiure rint Name Sworn to and subscribed before me this I naof ILA. ilitr , 201 . The foregoing instrument was acknowledged before me by .�� ej/ (' ��j , �/ �,{ ram. ,�� , who has produced as identification and/or is pe:•sonally Icnoiv to me and who did/did not take an oath. STATE OF FLORIDA CITY a 1 i iNOHV�'MMM MY cgtorittgal EXPII zzsa u, nisjuiwoo ICI 4: eeN laie'aieol �dditid;m Enclosure(s) Doo. No.:86543 Page 2