HomeMy WebLinkAboutTab 13 - MCD Miami LLCCOMPREHENSIVE PLAN APPLICATION
DISCLOSURE OF OWNERSHIP
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) MCD MIAMI, LLC
Percentage of Ownership See attached corporate ownership chart.
Subject Property Address(es) N/A
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):
N/A
NEISEN O. KASDIN, its Attorney
Owner(s) or Attorney Name
STATE OF FLORIDA -- COUNTY OF MIAMI-DADE
20 T foregoingby was acknowledged f��for this
SDO
who is a(n) individual p ner/SQAagent/c�oration of
day of
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individual/partnership/corporation. ` She is personally known to a or who has produced
as identification and who did (did no
(Stamp)
Signature
Wale Perez -Gala
NOTARY PUBLIC
STATE OF FLORIDA
Cann* FF233833
Expires 6/8/2019
Rev. 07-2013
AAA 2012 Trust
BENEFICIARIES:
Alexa, Ashley &
Amber Zangrillo
1624 4th Ave., Ste. 400
Seattle, WA 98101
42.49%
Robert
Zangrillo
11 E Dilido Dr.
Miami Beach, FL
33139
54.2%
Neil Kadisha
9420 Wilshire Blvd.
Ste. 400
Beverly Hills, CA 90212
3.31%
MCD Dragon, LLC,
a Delaware limited liability company
1209 Orange St.
Wilmington, DE 19801
The Akai Tsuki
Family Trust
BENEFICIARIES:
Guy Laliberte
Naima M. Laliberte
Kami M. Laliberte
Moani Taini M. Laliberte
Noa Taima B. Laliberte
Ina Kai B. Laliberte
2200 Rue Stanley
Montreal, H3A 1 R6
Canada
1%
MCD MIAMI, LLC
OWNERSHIP CHART
Guy Laliberte
2200 Rue Stanley
Montreal, H3A 1 R6
Canada
99%
Lune Rouge Illusion CT Inc.,
a Delaware corporation
251 Little Falls Dr.
Wilmington, DE 19808
35%
25%
Anthony Cho
3737 Collins Ave.
Apt. 1104
Miami Beach, FL 33137
100%
•
CHO MCD, LLC,
a Delaware limited liability company
1209 Orange St.
Wilmington, DE 19801
15%
The Anthony Burns
Revocable Trust
BENEFICIARY:
Jessica Lynn Burns
2675 Hunter Ct.
Weston, FL 33331
George Helmstetter
550 Sabal Palm Rd.
Miami, FL 33137
Charles & Valerie
Rennert
156 Bal Cross Dr.
Bal Harbor, FL 33154
31.281%
17.444%
Neil Fairman
180 Palm Ave.
Miami, FL 33139
MCD Miami, LLC,
a Delaware limited liability company
One SE 3rd Ave., Ste. 2110
Miami, FL 33131
48.725%
0.428%
Howard & Amy Vogel
2127 Brickell Ave., Apt. 1002
Miami, FL 33129
0.428%
0.847%
0.847%
Jose & Sandra
Rodriguez
498 SW 27th Road
Miami, FL 33129
Jeffrey & Rebecca
Mandler
12525 SW 69th Ave.
Miami, FL 33156
PEP Magic City Development, LLC,
a Florida limited liability company
One SE 3rd Ave., Ste. 2110
Miami, FL 33131
25%
WRITTEN CONSENT
OF
MCD MIAMI, LLC
The undersigned, being the Members and the Manager of MCD Miami, LLC, a Delaware
limited liability company (the "Company"), do hereby consent and agree to the adoption of, and do
hereby adopt, the following resolutions of the Company in lieu of holding a meeting of the Members
and Manager in accordance with the governing documents of the Company, and direct that these
resolutions be filed in the records of the Company:
WHEREAS, the Members and Manager deem it advisable and in the best interests of the
Company for the Company to prepare and submit an application to the City of Miami seeking
approval of the Magic City Innovation District Special Area Plan (the "Magic City SAP") and related
Comprehensive Plan Amendments, generally prepared in accordance with the application forms
published by the City of Miami (collectively, the "Application"); and
WHEREAS, the Members and Manager deem it advisable and in the best interests of the
Company for the Company to authorize and approve its subsidiaries who either own or are under
contract to purchase properties within the Magic City SAP area (collectively, the "SAP
Subsidiaries"), which are needed to create the Magic City SAP, to join in preparing and executing the
Application as required; and
WHEREAS, in connection with the preparation, filing and formal review and processing of
the Application, including without limitation the execution and delivery of any and all documents
and forms required for the Application, the undersigned Members and Manager deem it advisable
and in the best interests of the Company for the Company to grant Neisen O. Kasdin, T. Spencer
Crowley III, Steven J. Wernick and Benjamin O. Hedrick a power of attorney pursuant to that certain
Power of Attorney attached hereto as Exhibit A (the "Power of Attorney").
NOW THEREFORE, BE IT RESOLVED, that the Application and the Power of Attorney
are hereby authorized, approved, adopted, confirmed and ratified in all respects;
FURTHER RESOLVED, that the SAP Subsidiaries are hereby authorized and approved to
join in the preparation and execution of the Application as required for the creation of the Magic City
SAP, and that the Company shall take any and all required steps through the issuance of written
consents and other necessary documents and instruments of the SAP Subsidiaries in order to confirm
and enact the authorization and approval conferred hereby;
FURTHER RESOLVED, that any member, manager, officer or other authorized
representative of the Company (each being referred to herein as an "Authorized Person"), including
without limitation Neil Fairman, Anthony Burns and George Helmstetter, acting alone, be and hereby
is, authorized and empowered to execute and deliver on behalf of the Company any and all
agreements, instruments, consents, certificates or documents necessary to consummate or effectuate
the foregoing resolutions, including the Application and the Power of Attorney, in the name and on
behalf of the Company;
FURTHER RESOLVED, that each Authorized Person is hereby authorized, empowered
and directed, in the name and on behalf of the Company to make or cause to be made, and to execute
and deliver, all such agreements, documents, consents, instruments and certifications, and to do or
cause to be done all such acts and things, and to take all such steps, as he or she may at any time or
times deem necessary or desirable in order to carry out the intent and purposes of the foregoing
resolutions; and
FURTHER RESOLVED, that the authorities and approvals hereby conferred shall be
deemed retroactive, and any and all acts authorized and approved herein that were performed prior to
the passage of this resolution be, and they hereby are, approved, ratified and confirmed in all
respects.
[Signature on following page]
2
IN WITNESS WHEREOF, the undersigned Members and Manager have executed this
Written Consent as of the 27th day of November 2017.
COMPANY:
MCD MIAMI, LLC
By Its Members:
MCD Dragon, I�.C,Delaware limited liability
comp
B
N
Title
u
Zangrillo
rized Signatory
Lune Rouge Illusion CT Inc., a Delaware corporation
By:
Name: Sean O'Donnell
Title: President
By:
Name: Catherine Vu
Title: Treasurer
CHO MCD, LLC, a Delaware limited liability
company
By:
Name: Anthony J. Cho
Title: Authorized Signatory
PEP Magic City Development, LLC, a Florida
limited liability company
By: /� �� �'
Name: George Helmstetter
Title: Authorized Representative
By Its Manager:
PEP Magic City Management, LLC, a Delaware
limited liability company
By: / \
Name: George Helmstetter
Title: Authorized Representative
IN WITNESS WHEREOF, the undersigned Members and Manager have executed this
Written Consent as of the 27th day of November 2017.
COMPANY:
MCD MIAMI, LLC
By Its Members:
MCD Dragon, LLC, a Delaware limited liability
company
By:
Name: Robert Zangrillo
Title: Authorized Signatory
Lune Rouge Illusion CT Inc., a Delaware corporation
4. 1
Name: Sean O'Donnell
Title: President +
By:
Name: Catherine Vu
Title: Treasurer
By:
CHO MCD, LLC, a Delaware limited liability
company
By:
Name: Anthony J. Cho
Title: Authorized Signatory
PEP Magic City Development, LLC, a Florida
limited liability company
By:
Name: George Helmstetter
Title: Authorized Representative
By Its Manager:
PEP Magic City Management, LLC, a Delaware
limited liability company
By:
Name: George Helmstetter
Title: Authorized Representative
IN WITNESS WHEREOF, the undersigned Members and Manager have executed this
Written Consent as of the 27'h day of November 2017.
COMPANY:
MCD MIAMI, LLC
By Its Members:
MCD Dragon, LLC, a Delaware limited liability
company
By:
Name: Robert Zangrillo
Title: Authorized Signatory
Lune Rouge Illusion CT Inc., a Delaware corporation
By:
Name: Sean O'Donnell
Title: President
By:
Name: Catherine Vu
Title: Treasurer
CHO MCD, LLC, a Delaware limited liability
company
By:
Name: Anthony J. Cho
Title: Authorized Signatory
PEP Magic City Development, LLC, a Florida
limited liability company
By: . / \
Name: George Helmstetter
Title: Authorized Representative
By Its Manager:
PEP Magic City Management, LLC, a Delaware
limited liability company
By:
Name: George Hehnstetter
Title: Authorized Representative
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that MCD MIAMI, LLC, a Delaware limited
liability company, has made, constituted and appointed, and by these presents do make, constitute and
appoint NEISEN O. KASDIN, T. SPENCER CROWLEY HI, STEVEN J. WERNICK, and
BENJAMIN O. HEDRICK its true and lawful attorneys in its stead to execute all documents and
instruments required with respect to applications for a Special Area Plan and Comprehensive Plan
Amendment, in connection with the Magic City Innovation District Special Area Plan, under the
requirements of the City of Miami Code of Ordinances and Miami 21 zoning code, submitted to the
Office of Hearing Boards, for all the respective properties owned or under contract by its affiliates
required to create the Magic City Innovation District Special Area Plan, giving and granting unto
NEISEN O. KASDIN, T. SPENCER CROWLEY III, STEVEN J. WERNICK, and BENJAMIN
O. HEDRICK its said attorneys, full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done with respect to the aforementioned Special Area Plan and
Comprehensive Plan Amendment applications as fully, to all intents and purposes, as it might or could
do if personally present (including, without limitation, preparing, executing and filing all documents and
applications and attending all hearings and meetings), with full power of substitution and revocation,
hereby ratifying and confirming all that said attorney or his substitute shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this .10 day of
betel,- , 2017.
Signed and delivered in the presence of:
WitnKgn)aature,-i Q,1 2O
Witness Name
•
),t2A � A
tness Signature
JDSc f in4 CO-S
Witness Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
) SS:
)
MCD Miami, LLC
By:
Name: George Helmstetter
Title: Authorized Representative
The ffgre oing instrument was acknowledged before me this 20 day of bP(9YI (cf1 by
C• I- tter r-'tter who is personally known to me or who has produced a
as identification.
°tP�,r•PUB NOTARY PUBLIC 0 a .1•.�% MARIAGONZALEZ
MY COMMISSION # FF 909142 Print Name:
EXPIRES: October 22, 2019 My commission expires:
9T4•0F Ft.°e.` Bonded Thru Budget Notary Services
State of Florida
Department of State
I certify from the records of this office that MCD MIAMI, LLC is a Delaware
limited liability company authorized to transact business in the State of Florida,
qualified on April 3, 2017.
The document number of this limited liability company is M17000002831.
I further certify that said limited liability company has paid all fees due this
office through December 31, 2018, that its most recent annual report was filed
on March 8, 2018, and that its status is active.
I further certify that said limited liability company has not filed a Certificate of
Withdrawal.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this
the Fifth day of June, 2018
i&-s%
Secretary of State
Tracking Number: CU7834995294
To authenticate this certificate,visit the following site,enter this number, and then
follow the instructions displayed.
https://services.sunbiz.org/Filings/CertificateofStatus/CertificateAuthentication
Delaware
The First State
Page 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF FORMATION OF "MCD MIAMI, LLC", FILED
IN THIS OFFICE ON THE TENTH DAY OF MARCH, A.D. 2 017 , AT 4:43
O'CLOCK P.M.
6343794 8100
SR# 20177213435
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 203635992
Date: 12-13-17
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:43 PM 03/10/2017
FILED 04:43 PM 03/10/2017 CERTIFICATE OF FORMATION
SR 20171721400 - File Number 6343794
OF
MCD MIAMI, LLC
1. The name of the limited liability company (hereinafter called the "LLC") is MCI) MIAMI,
LLC.
2. The registered office of the LLC is to be located at 1013 Centre Road, Suite 403S,
Wilmington, DE 19805. The name of the registered agent located at such address is
Registered Agents Legal Services, LLC.
IN WITNESS WHEREOF, the undersigned Member has executed this Certificate of
Formation of MCD MIAMI, LLC this 10th day of March, 2017.
Charles J. Rennert,
Authorized Representative of Member
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 Commission 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: Neisen O. Kasdin
I-IOME ADDRESS:
CITY:
(First Name)
(Middle) (Last Name)
c/o Akerman LLP, 98 SE 7th Street, Suite 1100
(Address Line 1)
(Address Line 2)
Miami STATE: Florida ZIP: 33131
HOME PHONE: (3 0 5) 9 8 2- 5 6 2 9 CELL PHONE: FAX:
EMAIL: neisen.kasdin@akerman.com
BOSSINESS or APPLICANT or ENTITY NAME
MCD Miami, LLC
BUSINESS ADDRESS: One SE 3rd Avenue, Suite 2110
(Address Line 1)
Miami, FL 33131
(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.
Approval of Comprehensive Plan Amendment (FLUM) required for the Magic City Innovation
District Special Area Plan (SAP).
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 X❑ 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 read and execute the Acknowledgement.
Doc. No.:86543
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. n/a
b.
c.
* Additional names can be placed on a separate page attached to this form.
4. Please describe the nature of the consideration.
n/ a
5. Describe what is being requested in exchange for the consideration.
n/a
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, shall be deemed void without further force or
effect; and
2. no application from any person or entity for the sa a sue shall be reviewed or
considered by the applicable board(s) until expirat' period of one year after the
nullification of the application or order.
PERSON SUBMITTING DISCLOSURE:
Signature
Neisen 0. Kasdin
Print Name
• (�
Sworn to and subscribed before me this tiof 20d N . The foregoing
instrument was acknowledged before me by IK/ 1 V. 1 i1 , who has produced
as identification and/or is personally known to me and who did/did not take an oath.
Diane Perez.Geta
STATE 01ANOTARY PUBUC
CITY OF : I; .`> `�- STATE OF FLORIDA
MY CO '-"o:i a �._'2Y; Collura FF233833 Notary
EXPIRES: Expires 802019\-). 1k YM -
&1)4
Print Name
Enclosure(s)
Doc. No..86543 Page 2