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HomeMy WebLinkAboutArticle I. F. Ownership Affidavit - RNG Overtown LLCF. Ownership Affidavit — RNG Overtown LLC AFFIDAVIT OF AUTHORITY TO ACT Before me this day, the undersigned personally appeared Ryan D. Bailine, Esq. , 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 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, 0 including or ❑ 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. RNG Overtown LLC Applicant(s) Name Appli ,: nt(s) • • -ture STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this LT day of April 2010, by Ryan D. Bailine, Esq, as legal representative who is a(n) individual/partner/agent/corporation of RNG Overtown LLC a(n) individual/partnership/corporation. He is personally known to me or who has produced as identification and who did (did not) take an oath. (Stamp) NOTARY PUTBLIC - STATE OF FLORIDA Linda Christian ',;, Commission #DD651416 Expires: MAR. 23, 2011 BONDED THRU ATLANTIC BONDING COo 1NC. 5 Rev. 12-16-08 311 W. 37TH STREET CORP. UNANIMOUS WRITTEN CONSENT OF DIRECTORS IN LIEU OF MEETING The undersigned, being all of the Directors 311 W. 37TH STREET CORP., a New York corporation (the "Corporation"), in lieu of a meeting of the Directors, hereby declare that when they signed this consent, the following resolutions shall be adopted to the same extent and have the same force and effect as if adopted at a meeting of the Directors called and held for the purpose of acting upon proposals to adopt such resolutions: WHEREAS, the Corporation is the sole member and sole managing member of RNG Overtown, LLC, a Florida limited liability company (the "RNG Overtown"); WHEREAS, RNG Overtown owns certain real property (the "Property") located in Miami -Dade County, Florida, more particularly described as follows: All of Block 19, of "BALDWIN AND OXARS SUBDIVSION", according to the plat thereof, as recorded in as recorded in Plat Book A, at Page 57, of the Public Records of Miami -Dade County, Florida and as recorded in Plat Book B, Page 87, of the Public Records of Miami -Dade County, Florida. JWHEREAS, RNG Overtown has filed or will file an application (the "Application") with respect to the Property for a Major Use Special Permit Application with the City of Miami, Florida; WHEREAS, the Directors . have determined that it is appropriate, desirable and in the best interests of the Corporation and RNG Overtown to file the Application and prosecute the same through to conclusion; RESOLVED, that the Corporation, as Managing Member of RNG Overtown, is authorized to execute and deliver and/or hereby ratifies and confirms the Corporation's authority, on behalf of RNG Overtown, to execute and deliver, as applicable, individually or together with other parties, as applicable, the Application and any and all instruments, documents, certificates and agreements to be executed or heretofore executed by the Corporation, on behalf of RNG Overtown, in connection with the Application (collectively, the "MUSP Documents"); RESOLVED FURTHER, that Alan Newman, as President of the Corporation, Mitchell Newman and Ryan D. Bailin of the law firm of Shutts & Bowen LLP or any one of them acting singly (each, an "Authorized Agent" and collectively, the "Authorized Agents"), are, and are each hereby, authorized, empowered and directed for and on behalf of the Corporation to execute and deliver such MUSP Documents in the form and upon the terms as any such Authorized Agent may approve, such approval to be conclusively established by the execution and delivery of such MUSP Documents, and any actions taken to such end are hereby 16671293.1 expressly ratified and confirmed as the acts and deeds of the Corporation, as managing member of RNG Overtown; RESOLVED FURTHER, that the Authorized Agents of the Corporation, as managing member of RNG Overtown, are hereby authorized and directed to execute and deliver, on behalf of the Corporation, as managing member of RNG Overtown, all instruments and documents referred to in the foregoing resolution, to expend and disburse corporate funds, to incur corporate indebtedness, and to do such other acts and things as may be necessary or desirable in accordance with the preceding resolution; RESOLVED FURTHER, that the terms and conditions of all MUSP Documents to be executed in connection with the Application to shall be determined by the Authorized Agents of the Corporation, as managing member of RNG Overtown, in their judgment and discretion, and the execution and delivery of any of the MUSP Documents by any such Authorized Agent of the Corporation, on behalf of RNG Overtown, shall constitute conclusive evidence that the terms and conditions contained in the MUSP Documents have been approved by the Corporation pursuant to this resolution; RESOLVED FURTHER, that the Authorized Agents of the Corporation, as managing member of RNG Overtown are each hereby authorized to take such other actions as he deems necessary to implement the foregoing resolutions, as conclusively evidenced by the taking of such actions by such Authorized Agent; RESOLVED FURTHER, that any and all actions heretofore taken by any of the Authorized Agents of the Corporation, as managing member of RNG Overtown, consistent with the foregoing resolutions are hereby approved, ratified and confirmed in all respects; RESOLVED FURTHER, that the Authorized Agents of the Corporation, as managing member of RNG Overtown, be, and the same are hereby, authorized and directed to furnish to any interested person or entity a copy of the foregoing resolutions, to certify the same, and to certify that the provisions of the foregoing resolutions are in conformity with the Articles of Incorporation of the Corporation and Bylaws of the Corporation and that said resolutions shall remain in full force and effect; and • RESOLVED FURTHER, that the execution and delivery of and performance under the MUSP Documents and other actions contemplated herein will benefit the Corporation, and RNG Overtown, directly or indirectly. The undersigned Directors do further certify that the foregoing resolutions have not been modified or rescinded and are still in full force and effect and may be relied upon by the City of Miami, Florida and any other interested person or entity, until receipt of written notice of any change therein. The undersigned Directors do further certify that Alan Newman is the President of the Corporation and Alexis Newman is the Secretary of the Corporation. 16671293.1 - 2 - The undersigned Directors do further certify that Mitchell Newman, Roy Newman, Paul Rizzi and Maury Gordon constitute all of the Directors of the Corporation. This Consent may be executed in any number of counterparts, and/or by facsimile and/or by electronic mail, each of which counterpart shall be deemed to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument. The signatories hereto confirm that any facsimile or electronic copy of another signatory's executed counterpart of this Consent (or its signature page) will be deemed to be an executed original. (Remainder of this page intentionally blank. Signature pages follow.) 16671293.1 -3 IN WITNESS WHEREOF, the undersigned Director of the 311 W. 37th STREET CORP., a New York corporation, have executed this Written (4i nsent to be effective as of April 15, 2010. MITCHEL MAN PAUL RI ZI URY GO ' ON Unanimous Written Consent of Directors in Lieu of Meeting— Signature Page RNG OVERTOWN, LLC WRITTEN CONSENT OF SOLE MEMBER AND SOLE MANAGING MEMBER IN LIEU OF MEETING The undersigned, being both the sole Member and sole Managing Manager of RNG OVERTOWN, LLC, a Delaware limited liability company (the "Company"), in lieu of a meeting of the Member, hereby declare that when it has signed this consent, the following resolutions shall be adopted to the same extent and have the same force and effect as if adopted at a meeting of the Member duly called and held for the purpose of acting upon proposals to adopt such resolutions: WHEREAS, the Company owns certain real property (the "Property") located in Miami -Dade County, Florida, more particularly described as follows: All of Block 19, of "BALDWIN AND OXARS SUBDIVSION", according to the plat thereof, as recorded in as recorded in Plat Book A, at Page 57, of the Public Records of Miami -Dade County, Florida and as recorded in Plat Book B, Page 87, of the Public Records of Miami -Dade County, Florida. WHEREAS, the Company has filed or will file an application (the "Application") with respect to the Property for a Major Use Special Permit Application with the City of Miami, Florida; WHEREAS, the Managing Member has determined that it is appropriate, desirable and in the best interests of the Company to file the Application and prosecute the same through to conclusion; RESOLVED, that the Company is authorized to execute and deliver and/or hereby ratifies and confirms the Company's authority to execute and deliver, as applicable, individually or together with other parties, as applicable, the Application and any and all instruments, documents, certificates and agreements to be executed or heretofore executed by the Company in connection with the Application (collectively, the "MUSP Documents"); RESOLVED FURTHER, that 311 W. 37th Street Corp., a New York corporation ("Managing Member") as the sole managing member of the Company, is, and is hereby, authorized, empowered and directed for and on behalf of the Company to execute and deliver such MUSP Documents in the form and upon the terms as the Manager Member may approve, such approval to be conclusively established by the execution and delivery of such MUSP Documents, and any actions taken to such end are hereby expressly ratified and confirmed as the acts and deeds of the Company; RESOLVED FURTHER, that the Managing Manager of the Company is hereby authorized and directed to execute and deliver, on behalf of the Company, all instruments and documents referred to in the foregoing resolution, to expend and disburse company funds, to 16649590.1 incur company indebtedness, and to do such other acts and things as may be necessary or desirable in accordance with the preceding resolution; RESOLVED FURTHER, that the terms and conditions of all MUSP Documents to be executed in connection with the Application shall be determined by the Managing Manager of the Company in its judgment and discretion, and the execution and delivery of any of the MUSP Documents by the Managing Manager of the Company shall constitute conclusive evidence that the terms and conditions contained in the MUSP Documents have been approved by the Company pursuant to this resolution; RESOLVED FURTHER, that the Managing Manager of the Company is hereby authorized to take such other actions as it deems necessary to implement the foregoing resolutions, as conclusively evidenced by the taking of such actions by the Managing Manager; RESOLVED FURTHER, that any and all actions heretofore taken by the Managing Manager of the Company consistent with the foregoing resolutions are hereby approved, ratified and confirmed in all respects; RESOLVED FURTHER, that the Managing Member of the Company be, and the same are hereby, authorized and directed to furnish to any interested person or entity a copy of the foregoing resolutions, to certify the same, and to certify that the provisions of the foregoing resolutions are in conformity with the Certificate of Formation of the Company and Limited Liability Company Agreement of the Company and that said resolutions shall remain in full force and effect; and RESOLVED FURTHER, that the execution and delivery of and performance under the MUSP Documents and other actions contemplated herein will benefit the Company, directly or indirectly. The undersigned Managing Manager does further certify that the foregoing resolutions have not been modified or rescinded and are still in full force and effect and may be relied upon by the City of Miami Florida and any other interested person or entity, until receipt of written notice of any change therein. The undersigned Managing Member does further certify that 311 W. 37th Street Corp., a New York corporation, constitutes the sole Member and sole Managing Manager of the Company. This Consent may be executed in any number of counterparts, and/or by facsimile and/or by electronic mail, each of which counterpart shall be deemed to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument. The signatories hereto confirm that any facsimile or electronic copy of another signatory's executed counterpart of this Consent (or its signature page) will be deemed to be an executed original. 16649590.1 - 2 - IN WITNESS WHEREOF, the undersigned sole Member and sole Managing Member of RNG OVERTOWN, LLC, a Florida limited liability company, has executed this Written Consent to be effective as of April 15, 2010. SOLE MEMBER / SOLE MANAGING MEMBER: 311 W. 37th STREET CORP., a New York corporation By: Alan Newman, President Unanimous Written Consent of Sole Member and Sole Managing Member in Lieu of Meeting — Signature Page