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HomeMy WebLinkAboutRelease, Hold Harmless and Indemnification AgreementRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT ("Agreement"), is made and entered into this o'?S''n day of August , 20 20 , by 82ND APARTMENTS LP , a Florida limited partnership , ("Applicant") to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade ("City"); and WHEREAS, the Applicant has applied to the City for a Special Appearance for a partial release of declaration of restrictive covenants ("Request(s)") for the Property located at 460 NE 82nd Terrace; 500 NE 82nd Terrace; 437 NE 82nd Street; approximately and 433 NE 82nd Street, Miami, FL ("Property"); and WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined); and WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20- 69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be present in order to hold a public meeting and permits local governments to use communications media technology to hold public meetings; and WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in the County, with some exceptions; and WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of parties and participants for any Release, Hold Harmless, and Indemnification Page 1 of'8 planning and zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings") during the COVID-19 pandemic; and WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the general public who are not parties to be sworn in and temporarily allows parties to appear virtually and make arrangements to be sworn in by oath or affirmation in -person at their location by an individual qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by the City Clerk; and WHEREAS, all physical proceedings will include certain social distancing requirements, screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and residents of the City; and WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein on its Request(s) at their own risk; and WHEREAS, the City requires the execution of this Agreement as a condition precedent to move forward with virtual Proceedings on the Request(s); NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further consideration of these premises, the Applicant does hereby agree as follows: 1. The Applicant acknowledges that the foregoing recitals are true and correct and are incorporated herein by reference as if fully set forth in this Section. 2. The Applicant understands that they have the option to wait until the COVID-19 pandemic ends to proceed with the Proceedings required for the Applicant's Request(s). Release, Hold Harmless, and Indemnification Page 2 of Notwithstanding this option, the Applicant has requested to move forward with its Request(s) without delay. 3. The Applicant acknowledges and agrees that if they proceed with their Request(s) without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to perform such duty or to coordinate with the City to be sworn in at City Hall. 4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have several different avenues for public comment, which may include prerecorded phone and video submission, an online public comment form, and preregistration for a live call back during the meeting. 5. The Applicant, for themselves, their heirs, grantees, personal representatives, successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other persons, entities, organizations, instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs Release, Hold Harmless, and Indemnification Page 3 of 8 and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings or communications media technology used to conduct the virtual Proceedings; (iii) the City's use of communications media technology and inability of the City to conduct an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this Section, in whole or in part. 6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties against any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising Release, Hold Harmless, and Indemnification Page 4 of 8 from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of the Released Matters. 7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the Proceedings, to the extent such a right to appeal exists. 8. The Applicant is voluntarily executing this Agreement and has not been pressured, forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for the Applicant's Request(s). The Applicant understands that they have a right to consult with an attorney before signing this Agreement and have either consulted with an attorney or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this Agreement and move forward with the Proceedings. 9. The Applicant has read and understand(s) the terms of this Agreement. 10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice the City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms of this Agreement for any reason. 1 1. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. 12. The undersigned confirms that they are the authorized representative(s) of the Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As Release, Hold Harmless, and Indemnification Page 5 of 8 applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is attached hereto. 13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding and have the same effect as original signatures. [Signature pages follow] This space intentionally left blank Release, Hold Harmless, and Indemnification Page 6 of 8 IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and signed in its name by its proper officer on the day set forth above. Signed, Sealed and Delivered 82ND APARTMENTS LP (Name of Applicant) By: (Signa a Florida limited •a `:rship (Type iiir�y �'� Individual) re Gal Jaco (Name of Person Authorized to Sign) Authorized Representative (Title) SSE OF 0Avn1Z to CtrY )SS CIF I7, Utdl/) The foregoing instrument was acknowledged before me by means of iphysical presence OR online notarization, this :y'-5 day of August , 20 20 , by Gal Jacobi , an individual as Authorized Representative of 82ND APARTMENTS LP . Personally Known ✓ or Produced Identification Type of Identification Produced Print or Stamp Name: k-i,tir Notary Public, State of 0,2r Commission No.: My Commission Expires: Release. Hold Harmless. and Indemnification !'age 7 of N CITY OF MIAM1, a municipal corporation of the State of Florida By: Arthur Noriega, V City Manager ATTESTED: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Release, Hold f !armless. and Indemnification Page 8 of 8 UNANIMOUS WRITTEN CONSENT OF THE GENERAL PARTNER AND THE LIMITED PARTNERS OF 82ND APARTMENTS LP The undersigned, being the General Partner and the Limited Partners of 82ND APARTMENTS LP, a Florida limited partnership (the "Partnership"), do hereby take the following actions by unanimous written consent. Authorization for Special Appearance WHEREAS, Byron Ave Apartments LLC, a Florida limited liability company, is the General Partner of the Partnership (the "General Partner"), and Gal Jacobi, Maya Jacobi, and Morris Sabo are the Limited Partners of the Partnership (collectively, the "Limited Partners"). WHEREAS, the Partnership is the owner of the legal and equitable title in and to certain real properties located at: 460 NE 82nd Terrace, Miami, FL 33138; 500 NE 82nd Terrace, Miami, FL 33138; 437 NE 82nd Street, Miami, FL 33138; and 433 NE 82nd Street, Miami, FL 33138 (collectively, the "Properties"). WHEREAS, the Partnership desires to submit an application with the City of Miami for a Special Appearance (the "Special Appearance Application") for a partial release of declaration of restrictive covenants for the Properties. WHEREAS, the General Partner and Limited Partners have determined that it is advisable and in the best interests of the Partnership for the Partnership to submit the Special Appearance Application with respect to the Property. NOW, THEREFORE, BE IT: RESOLVED, that the execution and delivery of the Special Appearance Application, and each and every other document contemplated by the Special Appearance Application, by Gal Jacobi, as authorized representative of the General Partner and/or the Partnership (the "Authorized Representative"), acting alone, without further signature, seal or attestation, and with full power of substitution, each with such additional language or modifications as he determines, in his sole discretion, are necessary or convenient, as Authorized Representative, be, and they hereby are, ratified, confirmed and approved. FURTHER RESOLVED, that the Authorized Representative be, and such individual hereby is, authorized and directed in the name of and on behalf of the General Partner and/or the Partnership to execute and deliver such other exhibits, documents and instruments and to take whatever additional actions such individual deems necessary or appropriate to carry out the intent and accomplish the purposes of the preceding or succeeding resolutions and to give full force and effect to the provisions of the preceding or succeeding resolutions. FURTHER RESOLVED, that all third parties may rely upon the execution of any document by the Authorized Representative of the General Partner and the Partnership; and that, MIADOCS 20459736 I with respect to effectuating the Special Appearance Application, such individual shall have full and exclusive authority, without the consent, joinder, or approval of any other party, to execute any document on behalf of the General Partner and/or the Partnership or to authorize or carry out any action on behalf of the General Partner and/or the Partnership. FURTHER RESOLVED, that Alexander I. Tachmes, Esq. of Shutts & Bowen LLP is authorized to represent the Company in connection with such Special Appearance Application. FURTHER RESOLVED, that all action heretofore taken and all documentation heretofore delivered by the Authorized Representative, in connection with or related to the transactions contemplated in these resolutions are hereby ratified, confirmed, and approved in all respects; and FURTHER RESOLVED, that the resolutions contained herein were adopted by the undersigned, and the same have not been modified, revoked, cancelled, annulled, or amended in any manner and are in full force and effect on the date hereof. This Unanimous Written Consent may be transmitted to other parties by facsimile or other electronic transmission and such copy shall have the effect of an original signature. This Unanimous Written Consent may be executed in counterparts, each of which when so executed shall be deemed to be an original, and both of which taken together shall constitute one and the same record of this action. [Signature Page Follows] MIADOCS 20459736 1 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of 3-a , 2020. GENERAL PARTNER: Byron Ave Apa : ents liability company By: Name: Gal J e Title: Manager LIMITED ' T LkRS: Gal ac Morris Sabo MIADOCS 20459736 1 Florida limited 2020 FLORIDA LIMITED PARTNERSHIP ANNUAL REPORT FILED DOCUMENT# A14000000546 Jan 14, 2020 Entity Name: 82ND APARTMENTS LP Secretary of State 2011731863CC Current Principal Place of Business: 8171 YONGE STREET 185 THORNHILL, L3T2C6 Current Mailing Address: 8171 YONGE STREET 185 THORNHILL, L3T2C6 CA FEI Number: 61-1747659 Certificate of Status Desired: No Name and Address of Current Registered Agent: KLEINER LAW GROUP 2875 NE 191ST STREET SUITE 703A AVENTURA, FL 33180 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent General Partner Detail : Document # L14000035236 Name BYRON AVE APARTMENTS LLC Address 8171 YONGE STREET 185 City -State -Zip: THORNHILL L3T2C6 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am a general partner of the limited partnership or the receiver or trustee empowered to execute this report as required by Chapter 620, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: GUL JACOBI OWNER 01/14/2020 Electronic Signature of Signing General Partner Detail Date Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... DIVISION OF CORPORATIONS t 5f.1 J4.org Jiviatopi of c_ P° O P l ;.\' f' 1 J 1\f an official 3rrue of Florida websile Department of State / Division of Corporations / Search Records / Search by Entity Name / 1 of 3 8/27/2020, 9:58 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Detail by Entity Name Florida Limited Partnership 82ND APARTMENTS LP Filing Information Document Number A14000000546 FEI/EIN Number 61-1747659 Date Filed 10/14/2014 Effective Date 10/14/2014 State FL Status ACTIVE Principal Address 8171 Yonge Street 185 Thornhill L3T2C6 CA Changed: 02/23/2017 Mailing Address 8171 Yonge Street 185 Thornhill L3T2C6 CA Changed: 02/23/2017 Registered Agent Name & Address KLEINER LAW GROUP 2875 NE 191ST STREET SUITE 703A AVENTURA, FL 33180 Address Changed: 01/14/2020 General Partner Detail Name & Address Document Number L14000035236 BYRON AVE APARTMENTS LLC 8171 Yonge Street 185 Thornhill L3T2C6 CA Annual Reports Report Year Filed Date 2018 01/24/2018 2019 01/17/2019 2020 01/14/2020 Document Images 01/14/2020 -- ANNUAL REPORT View image in PDF format 2 of 3 8/27/2020, 9:58 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Florida Department of State, Division of Corporations 3 of 3 8/27/2020, 9:58 AM RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT ("Agreement"), is made and entered into this "1 day of July , 20 20 , by 421 82 ST, LLC a Florida limited liability company, ("Applicant") to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade ("City"); and WHEREAS, the Applicant has applied to the City for a Special Appearance for a partial release of declaration of restrictive covenants ("Request(s)") for the Property located at approximately 421 NE 82nd Street, Miami, FL 33138 ("Property"); and WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined); and WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20- 69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be present in order to hold a public meeting and permits local governments to use communications media technology to hold public meetings; and WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in the County, with some exceptions; and WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of parties and participants for any Release, Hold Harmless, and Indemnification Page 1 of 8 planning and zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings") during the COVID-19 pandemic; and WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the general public who are not parties to be sworn in and temporarily allows parties to appear virtually and make arrangements to be sworn in by oath or affirmation in -person at their location by an individual qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by the City Clerk; and WHEREAS, all physical proceedings will include certain social distancing requirements, screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and residents of the City; and WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein on its Request(s) at their own risk; and WHEREAS, the City requires the execution of this Agreement as a condition precedent to move forward with virtual Proceedings on the Request(s); NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further consideration of these premises, the Applicant does hereby agree as follows: 1. The Applicant acknowledges that the foregoing recitals are true and correct and are incorporated herein by reference as if fully set forth in this Section. 2. The Applicant understands that they have the option to wait until .the COVID-19 pandemic ends to proceed with the Proceedings required for the Applicant's Request(s). Release, Hold Harmless, and Indemnification Page 2 of 8 Notwithstanding this option, the Applicant has requested to move forward with its Request(s) without delay. 3. The Applicant acknowledges and agrees that if they proceed with their Request(s) without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to perform such duty or to coordinate with the City to be sworn in at City Hall. 4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have several different avenues for public comment, which may include prerecorded phone and video submission, an online public comment form, and preregistration for a live call back during the meeting. 5. The Applicant, for themselves, their heirs, grantees, personal representatives, successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other persons, entities, organizations, instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs Release, Hold Harmless, and Indemnification Page 3 of 8 and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, .without limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings or communications media technology used to conduct the virtual Proceedings; (iii) the City's use of communications media technology and inability of the City to conduct an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this Section, in whole or in part. 6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties against any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising Release, Hold Harmless, and Indemnification Page 4 of 8 from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of the Released Matters. 7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the Proceedings, to the extent such a right to appeal exists. 8. The Applicant is voluntarily executing this Agreement and has not been pressured, forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for the Applicant's Request(s). The Applicant understands that they have a right to consult with an attorney before signing this Agreement and have either consulted with an attorney or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this Agreement and move forward with the Proceedings. 9. The Applicant has read and understand(s) the terms of this Agreement. 10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice the City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms of this Agreement for any reason. 11. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. 12. The undersigned confirms that they are the authorized representative(s) of the Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As Release, Hold Harmless, and Indemnification Page 5 of 8 applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is attached hereto. 13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding and have the same effect as original signatures. [Signature pages follow] This space intentionally left blank Release, Hold Harmless, and Indemnification Page 6 of 8 IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and signed in its name by its proper officer on the day set forth above. Signed, Sealed and Delivered 421 82 ST, LLC (Name of Applicant) a Florida limited liability company (Type of ompany or Individual' By:'( t Signature) Shulamit Stock (Name of Person Authorized to Sign) Manager (Title) STATE OF C einaG(Ik ) ) SS COUNTY OF UNreS ) The foregoing instrument was acknowledged before presence OR online notarization, this day Shulamit Stock , an individual as me by means of /physical of July , 20 20 , by Manager vr. of 42182 ST. LLC . Personally Known _ _ or Produced Identification Type of Identification Produced l ._ 01,idg tUCe-v,Si a�aV. UQ05ttil OOOOOOOOOOOOO ': ' NOT AM' n z(Mv COWL yi,G • ptSi3L1C . N.iN.ia.. t 1 .... 1 Print or tam Name: p tP/I, 141 L nti!AL Notary Public, State of C--KW,Gi A Commission No.: My Commission Expires: o Tri 1,g)g3 Release, Hold Harmless, and Indemnification Page 7 of 8 CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega, V City Manager ATTESTED: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Release, Hold Harmless, and Indemnification Page 8 of 8 WRITTEN CONSENT OF THE SOLE MEMBER OF 421 82 ST, LLC The undersigned, being the sole member (the "Member") of 421 82 ST, LLC, a Florida limited liability company (the "Company"), hereby consents to the adoption and approval of the following resolutions: Authorization for Special Appearance WHEREAS, the Company is the owner of the legal and equitable title in and to certain real property located at 421 NE 82nd Street, Miami, FL 33138 (the "Property"). WHEREAS, the Company desires to submit an application with the City of Miami for a Special Appearance (the "Special Appearance Application") for a partial release of declaration of restrictive covenants for the Property. WHEREAS, the Member believes it to be in the best interest of the Company and of the Member for the Company to submit the Special Appearance Application with respect to the Property. NOW THEREFORE LET IT BE: RESOLVED, that the execution and delivery of the Special Appearance Application, and each and every other document contemplated by the Special Appearance Application, on behalf of the Company by Shulamit Stock, as Manager of the Company, acting alone, without further signature, seal or attestation, and with full power of substitution, each with such additional language or modifications as she determines, in her sole discretion, are necessary or convenient, as the Manager and authorized signatory of the Company (the "Authorized Signatory"), be, and they hereby are, ratified, confirmed and approved. FURTHER RESOLVED, that the Authorized Signatory of the Company be, and such individual hereby is, authorized and directed in the name of and on behalf of the Company to execute and deliver such other exhibits, documents and instruments and to take whatever additional actions such individual deems necessary or appropriate to carry out the intent and accomplish the purposes of the preceding or succeeding resolutions and to give full force and effect to the provisions of the preceding or succeeding resolutions. FURTHER RESOLVED, that all third parties may rely upon the execution of any document by the Authorized Signatory of the Company, on behalf of and in the name of the Company; and that, with respect to effectuating the Special Appearance Application, such individual shall have full and exclusive authority, without the consent, joinder, or approval of any other party, to execute any document on behalf of the Company or to authorize or carry out any action on behalf of the Company. FURTHER RESOLVED, that all action heretofore taken and all documentation heretofore delivered by the Authorized Signatory, in connection with or related to the MIADOCS 20459384 1 transactions contemplated in these resolutions are hereby ratified, confirmed, and approved in all respects; and FURTHER RESOLVED, that Alexander I. Tachmes, Esq. of Shutts & Bowen LLP is authorized to represent the Company in connection with such Special Appearance Application. FURTHER RESOLVED, that the resolutions contained herein were adopted by the undersigned, and the same have not been modified, revoked, cancelled, annulled, or amended in any manner and are in full force and effect on the date hereof. [Signature Page Follows] 2 MIADOCS 20459384 1 Effective Date: 2020 SOLE MEMBER: h itamit Stock 3 MIADOCS 20459384 1 2020 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# L14000058122 Jan 21, 2020 Entity Name: 421 82 ST, LLC Secretary of State 8787217183CC Current Principal Place of Business: 11113BISCAYNE BLVD. #1055 MIAMI, FL 33181 Current Mailing Address: STOCK, SHULAMIT 11113BISCAYNE BLVD.,#1055 MIAMI, FL 33181 US FEI Number: 47-0977929 Name and Address of Current Registered Agent: STOCK, SHULAMIT 11113BISCAYNE BOULEVARD APARTMENT 1055 MIAMI, FL 33181 US Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Authorized Person(s) Detail : Title AMBR Name STOCK, SHULAMIT Address 11113 BISCAYNE BLVD. #1055 City -State -Zip: MIAMI FL 33181 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: SHULAMIT STOCK MGR 01 /21 /2020 Electronic Signature of Signing Authorized Person(s) Detail Date Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... DIVISION OF CORPORATIONS t 5f.1 J4.org Jiviatopi of c_ P° O P l ;.\' f' 1 J 1\f an official 3rrue of Florida websile Department of State / Division of Corporations / Search Records / Search by Entity Name / 1 of 3 8/27/2020, 9:46 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Detail by Entity Name Florida Limited Liability Company 421 82 ST, LLC Filing Information Document Number L14000058122 FEI/EIN Number 47-0977929 Date Filed 04/09/2014 State FL Status ACTIVE Last Event LC DISSOCIATION MEM Event Date Filed 04/20/2015 Event Effective Date NONE Principal Address 11113 BISCAYNE BLVD. #1055 MIAMI, FL 33181 Changed: 01/13/2020 Mailing Address STOCK, SHULAMIT 11113 BISCAYNE BLVD., #1055 MIAMI, FL 33181 Changed: 01/13/2020 Registered Agent Name & Address STOCK, SHULAMIT 11113 Biscayne Boulevard Apartment 1055 Miami, FL 33181 Address Changed: 11/25/2019 Authorized Person(s) Detail Name & Address Title AMBR STOCK, SHULAMIT 11113 BISCAYNE BLVD. #1055 MIAMI, FL 33181 Annual Reports Report Year Filed Date 2019 04/02/2019 2019 11/25/2019 2020 01 /21 /2020 2 of 3 8/27/2020, 9:46 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Florida Department of State, Division of Corporations 3 of 3 8/27/2020, 9:46 AM RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT ("Agreement"), is made and entered into this 17th day of July 439 NE 82ND STREET LLC , 20 20 , by a Florida limited liability company, ("Applicant") to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade ("City"); and WHEREAS, the Applicant has applied to the City for a Special Appearance for a partial release of declaration of restrictive covenants ("Request(s)") for the Property located at approximately 439 NE 82nd Street, Miami, FL 33138 (`Property"); and WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined); and WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20- 69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be present in order to hold a public meeting and permits local governments to use communications media technology to hold public meetings; and WHEREAS, Miami -Dade County ('`County") has issued several Emergency Orders associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in the County, with some exceptions; and WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of parties and participants for any Release, Hold Harmless, and Indemnification Page 1 of 8 planning and zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings") during the COVID-19 pandemic; and WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the general public who are not parties to be sworn in and temporarily allows parties to appear virtually and make arrangements to be sworn in by oath or affirmation in -person at their location by an individual qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by the City Clerk; and WHEREAS, all physical proceedings will include certain social distancing requirements, screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and residents of the City; and WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein on its Request(s) at their own risk; and WHEREAS, the City requires the execution of this Agreement as a condition precedent to move forward with virtual Proceedings on the Request(s); NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further consideration of these premises, the Applicant does hereby agree as follows: 1. The Applicant acknowledges that the foregoing recitals are true and correct and are incorporated herein by reference as if fully set forth in this Section. 2. The Applicant understands that they have the option to wait until the COVID-19 pandemic ends to proceed with the Proceedings required for the Applicant's Request(s). Release, Hold Harmless, and Indemnification Page 2 of 8 Notwithstanding this option, the Applicant has requested to move forward with its Request(s) without delay. 3. The Applicant acknowledges and agrees that if they proceed with their Request(s) without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to perform such duty or to coordinate with the City to be sworn in at City Hall. 4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have several different avenues for public comment, which may include prerecorded phone and video submission, an online public comment form, and preregistration for a live call back during the meeting. 5. The Applicant, for themselves, their heirs, grantees, personal representatives, successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other persons, entities, organizations, instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs Release, Hold Harmless, and Indemnification Page 3 of 8 and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings or communications media technology used to conduct the virtual Proceedings; (iii) the City's use of communications media technology and inability of the City to conduct an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this Section, in whole or in part. 6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties against any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising Release, Hold Harmless, and Indemnification Page 4 of 8 from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of the Released Matters. 7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the Proceedings, to the extent such a right to appeal exists. 8. The Applicant is voluntarily executing this Agreement and has not been pressured, forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for the Applicant's Request(s). The Applicant understands that they have a right to consult with an attorney before signing this Agreement and have either consulted with an attorney or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this Agreement and move forward with the Proceedings. 9. The Applicant has read and understand(s) the terms of this Agreement. 10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice the City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms of this Agreement for any reason. 11. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. 12. The undersigned confirms that they are the authorized representative(s) of the Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As Release, Hold Harmless, and Indemnification Page 5 of 8 applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is attached hereto. 13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding and have the same effect as original signatures. [Signature pages follow] This space intentionally left blank Release, Hold Harmless, and Indemnification Page 6 of 8 IN WITNESS WHEREOF. the Applicant has caused these presents to be executed and signed in its name by its proper officer on the day set forth above. Signed. Sealed and Delivered 439 NE 82ND STREET LLC (Name of Applicant) a Florida limited liability company (Type of Company or Individual) By: /— (Signature) Harvey Cohen (Name of Person Authorized to Sign) Manager (Title) STATE OF Ftc':k c.- ) )SS COUNTY OF-310 ) The foregoing instrument was acknowledged before me by means of ✓ physical presence OR online notarization. this i_ 1 day of July 20 20 , by Harvey Cohen an Individual as Manager of 439 NE 82ND STREET LLC . Personallv Known or Produced Identification '-' Type of Identification Produced F k b -lit1, tLWicAll DAVID HOFFMAN yY COMMISSION a GG065753 EXPIRES January 27, 2427 Rrinne, Hold Harmless, :end lndrmriltitaiiaaa Print or Stamp Name: • Notary Public. State of >r=lX�. Commission No.: 5-1 My Commission Expires: '� �t•l rage 7 cst-R CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega, V City Manager ATTESTED: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Release, Hold Harmless, and Indemnification Page 8 of 8 WRITTEN CONSENT OF THE SOLE MEMBER OF 439 NE 82ND STREET LLC The undersigned. being the sole member (the .'Member") of 439 NE 82ND STREET LLC. a Florida limited liability company (the "Company% hereby consents to the adoption and approval of the following resolutions: Authorization for Special Appearance WHEREAS. the Company is the owner of the legal and equitable title in and to certain real property located at 439 NE 82nd Street. Miami. FL 33138 (the "Property"). WHEREAS. the Company desires to submit an application with the City of Miami for a Special Appearance (the "Special Appearance Application") for a partial release of declaration of restrictive covenants for the Property. WHEREAS. the Member believes it to be in the best interest of the Company and of the Member ibr the Company to submit the Special Appearance Application with respect to the Property. NOW THEREFORE LET IT BE: RESOLVED, that the execution and delivery of the Special Appearance Application. and each and every other document contemplated by the Special Appearance Application. on behalf of the Company by Harvey Cohen. as Manager of the Company. acting alone. without further signature. seal or attestation, and with full power of substitution. each with such additional language or modifications as he determines. in his sole discretion. are necessary or convenient. as the Manager and authorized signatory of the Company (the "Authorized Signatory"). be. and they hereby are. ratified. confirmed and approved. FURTHER RESOLVED, that the Authorized Signatory of the Company be, and such individual hereby is, authorized and directed in the name of and on behalf of the Company to execute and deliver such other exhibits,_ documents and instruments and to take whatever additional actions such individual deems necessary or appropriate to carry out the intent and accomplish the purposes of the preceding or succeeding resolutions and to give full force and effect to the provisions of the preceding or succeeding resolutions. FURTHER RESOLVED. that ail third parties may rely upon the execution of any document by the Authorized Signatory of the Company. on behalf of and in the name of the Company; and that. with respect to effectuating the Special Appearance Application. such individual shall have full and exclusive authority. without the consent. joinder. or approval of any other party. to execute any document on behalf of the Company or to authorize or carry out any action on behalf of the Company. FURTHER RESOLVED, that all action heretofore taken and all documentation heretofore delivered by the Authorized Signatory, in connection with or related to the MLIDOCS 2 4?9.323 transactions contemplated in these resolutions are hereby ratified, confirmed, and approved in all respects; and FURTHER RESOLVED. that ,Alexander I. Tachrnes. Esq. of Shutts & Bowen LLP is authorized to represent the Compan. in connection with such Special Appearance Application. FURTHER RESOLVED. that the resolutions contained herein were adopted by the undersigned. and the same have not been modified. revoked. cancelled, annulled. or amended in an) manner and are in full force and effect on the date hereof. [Signature Page Follows] MIADCkS ?(saki 75 1 Effective Date: _ ],11,, (0 , 2020 SOLE MEMBER: Harvey her 3 M[ADO€S2 45(R2 i 2020 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# L14000160075 May 30, 2020 Entity Name: 439 NE 82ND ST LLC Secretary of State 3099051854CC Current Principal Place of Business: 751 NW 108TH AVENUE PLANTATION, FL 33324 Current Mailing Address: 751 NW 108TH AVENUE PLANTATION, FL 33324 US FEI Number: 47-2300513 Name and Address of Current Registered Agent: COHEN, HARVEY E 751 NW 108TH AVENUE PLANTATION, FL 33324 US Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Authorized Person(s) Detail : Title AMBR Name COHEN, HARVEY E Address 751 NW 108TH AVENUE City -State -Zip: PLANTATION FL 33324 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: HARVEY COHEN MANAGING MEMBER 05/30/2020 Electronic Signature of Signing Authorized Person(s) Detail Date Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... DIVISION OF CORPORATIONS t 5f.1 J4.org Jiviatopi of c_ P° O P l ;.\' f' 1 J 1\f an official 3rrue of Florida websile Department of State / Division of Corporations / Search Records / Search by Entity Name / 1 of 3 8/27/2020, 9:50 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Detail by Entity Name Florida Limited Liability Company 439 NE 82ND STREET LLC Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 751 NW 108th Avenue Plantation, FL 33324 Changed: 05/30/2020 Mailing Address 751 NW 108th Avenue Plantation, FL 33324 L14000160075 47-2300513 10/14/2014 FL ACTIVE LC NAME CHANGE 07/16/2020 NONE Changed: 05/30/2020 Registered Agent Name & Address COHEN, HARVEY E 751 NW 108th Avenue Plantation, FL 33324 Address Changed: 05/30/2020 Authorized Person(s) Detail Name & Address Title AMBR COHEN, HARVEY E 751 NW 108th Avenue Plantation, FL 33324 Annual Reports Report Year 2018 2019 2020 Filed Date 04/02/2018 04/03/2019 05/30/2020 Document Images 07/16/2020 -- LC Name Change 05/30/2020 -- ANNUAL REPORT 04/03/2019 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format 2 of 3 8/27/2020, 9:50 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Florida Department of State, Division of Corporations 3 of 3 8/27/2020, 9:50 AM RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT ("Agreement"), is made and entered into this 17th day of July 505 NE 82ND STREET LLC , 20 20 , by a Florida limited liability company, ("Applicant") to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade ("City"); and WHEREAS, the Applicant has applied to the City for a Special Appearance for a partial release of declaration of restrictive covenants ("Request(s)") for the Property located at approximately 505 NE 82nd Street, Miami, FL 33138 ("Property"); and WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined); and WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20- 69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be present in order to hold a public meeting and permits local governments to use communications media technology to hold public meetings; and WHEREAS, Miami -Dade County ('`County") has issued several Emergency Orders associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in the County, with some exceptions; and WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of parties and participants for any Release, Hold Harmless, and Indemnification Page 1 of 8 planning and zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings") during the COVID-19 pandemic; and WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the general public who are not parties to be sworn in and temporarily allows parties to appear virtually and make arrangements to be sworn in by oath or affirmation in -person at their location by an individual qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by the City Clerk; and WHEREAS, all physical proceedings will include certain social distancing requirements, screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and residents of the City; and WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein on its Request(s) at their own risk; and WHEREAS, the City requires the execution of this Agreement as a condition precedent to move forward with virtual Proceedings on the Request(s); NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further consideration of these premises, the Applicant does hereby agree as follows: 1. The Applicant acknowledges that the foregoing recitals are true and correct and are incorporated herein by reference as if fully set forth in this Section. 2. The Applicant understands that they have the option to wait until the COVID-19 pandemic ends to proceed with the Proceedings required for the Applicant's Request(s). Release, Hold Harmless, and Indemnification Page 2 of 8 Notwithstanding this option, the Applicant has requested to move forward with its Request(s) without delay. 3. The Applicant acknowledges and agrees that if they proceed with their Request(s) without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to perform such duty or to coordinate with the City to be sworn in at City Hall. 4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have several different avenues for public comment, which may include prerecorded phone and video submission, an online public comment form, and preregistration for a live call back during the meeting. 5. The Applicant, for themselves, their heirs, grantees, personal representatives, successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other persons, entities, organizations, instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs Release, Hold Harmless, and Indemnification Page 3 of 8 and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings or communications media technology used to conduct the virtual Proceedings; (iii) the City's use of communications media technology and inability of the City to conduct an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this Section, in whole or in part. 6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties against any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising Release, Hold Harmless, and Indemnification Page 4 of 8 from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of the Released Matters. 7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the Proceedings, to the extent such a right to appeal exists. 8. The Applicant is voluntarily executing this Agreement and has not been pressured, forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for the Applicant's Request(s). The Applicant understands that they have a right to consult with an attorney before signing this Agreement and have either consulted with an attorney or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this Agreement and move forward with the Proceedings. 9. The Applicant has read and understand(s) the terms of this Agreement. 10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice the City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms of this Agreement for any reason. 11. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. 12. The undersigned confirms that they are the authorized representative(s) of the Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As Release, Hold Harmless, and Indemnification Page 5 of 8 applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is attached hereto. 13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding and have the same effect as original signatures. [Signature pages follow] This space intentionally left blank Release, Hold Harmless, and Indemnification Page 6 of 8 IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and signed in its name by its proper officer on the day set forth above. Signed. Sealed and Delivered 505 NE 82ND STREET LLC (Name of Applicant) a Florida limited liability company (Type of Company or individual) By: (1,0, ignature) Harvey Cohen (Name of Person Authorized to Sign) Manager (Title) STATE OF lam` ye ? . ) )SS COUNTY OF GA-`ka-'U ) The foregoing instrument was acknowledged before me by means ofhysical presence OR online notarization, this 11 day of Harvey Cohen an Individual 505 NE 82ND STREET LLC . Personally July . 20 20 as Manager onailr Known or Produced Identification T• pe of Identification Produced _ e �- -p �-- \A 0 rclyvkin Print or Stamp Name: Notary Public. State of rletrlar, Commission No.: ©fp1 7 My Commission Expires: I 2.7. I DAVID lHOFFMAN i MY COMMISSION a GGO65753 EXPIRES Janu.ry 27. 2021 Rltayc, Hold Hermits& and lndcntniiication by of Rape 7of0 CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega, V City Manager ATTESTED: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Release, Hold Harmless, and Indemnification Page 8 of 8 WRITTEN CONSENT OF THE SOLE MEMBER OF 505 NE 82ND STREET LLC The undersigned. being the sole member (the '`Member") of 505 NE 82ND STREET LLC. a Florida limited liability company (the '`Company''). hereby consents to the adoption and approval of the fallowing resolutions: Authorization for Slecial Appearance WHEREAS. the Company is the owner of the legal and equitable title in and to certain real property located at 505 NE 82nd Street. Miami, FL 33138 (the -Property"). WHEREAS. the Company desires to submit an application with the City of Miami for a Special Appearance (the "Special Appearance Application") for a partial release of declaration of restrictive covenants for the Property. WHEREAS. the Member believes it to be in the best interest of the Company and of the Member for the Company to submit the Special Appearance Application with respect to the Property. NOW THEREFORE LET IT BE: RESOLVED. that the execution and delivery of the Special Appearance Application. and each and every other document contemplated by the Special Appearance Application.. on behalf of the Company by Harvey Cohen. as Manager of the Company. acting alone. without further signature, seal or attestation. and with full power of substitution, each with such additional language or modifications as he determines. in his sole discretion, are necessary or convenient. as the Manager and authorized signatory or the Company (the "Authorized Signatory"), be. and they hereby are. ratified, confirmed and approved. FURTHER RESOLVED. that the Authorized Signatory of the Company be. and such individual hereby is, authorized and directed in the name of and on behalf of the Company to execute and deliver such other exhibits. documents and instruments and to take whatever additional actions such individual deems necessary or appropriate to carry out the intent and accomplish the purposes of the preceding or succeeding resolutions and to give full force and effect to the provisions of the preceding or succeeding resolutions. FURTHER RESOLVED. that all third parties may rely upon the execution of any document by the Authorized Signatory of the Company. on behalf of and in the name of the Company: and that. with respect to effectuating the Special Appearance Application. such individual shall have full and exclusive authority. without the consent, .joinder, or approval of any other party. to execute any document on behalf of the Company or to authorize or carry out any action on behalf of the Company. FURTHER RESOLVED, that all action heretofore taken and all documentation heretofore delivered by the Authorized Signatory. in connection with or related to the MLADOCS 20459thTh I transactions contemplated in these resolutions are hereby ratified. confirmed, and approved in all respects: and FURTHER RESOLVED. that Alexander 1. Tachmes, Esq. of Shutts & Bowen LL..P is authorized to represent the Company in connection with such Special Appearance Application. FURTHER RESOLVED. that the resolutions contained herein were adopted by the undersigned. and the same have not been modified. revoked. cancelled, annulled. or amended in any manner and are in full force and effect on the date hereof. [Signature Page Follows] ht1AL)OCS 214159L] f, I Effective Date: IS, I i 0 , 2020 SOLE MEMBER: flarvey Cohen '_ 3 M I MIX)C S H1454006 2020 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# L14000013877 May 30, 2020 Entity Name: 505 NE 82ND STREET LLC Secretary of State 1868075089CC Current Principal Place of Business: 751 NW 108TH AVENUE PLANTATION, FL 33324 Current Mailing Address: 751 NW 108TH AVENUE PLANTATION, FL 33324 US FEI Number: 46-4784397 Name and Address of Current Registered Agent: COHEN, HARVEY E 751 NW 108TH AVENUE PLANTATION, FL 33324 US Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Authorized Person(s) Detail : Title AMBR Name COHEN, HARVEY E Address 751 NW 108TH AVENUE City -State -Zip: PLANTATION FL 33324 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: HARVEY COHEN MANAGING MEMBER 05/30/2020 Electronic Signature of Signing Authorized Person(s) Detail Date Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... DIVISION OF CORPORATIONS t 5f.1 J4.org Jiviatopi of c_ P° O P l ;.\' f' 1 J 1\f an official 3rrue of Florida websile Department of State / Division of Corporations / Search Records / Search by Entity Name / 1 of 3 8/27/2020, 9:53 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Detail by Entity Name Florida Limited Liability Company 505 NE 82ND STREET LLC Filing Information Document Number L14000013877 FEI/EIN Number 46-4784397 Date Filed 01/27/2014 State FL Status ACTIVE Principal Address 751 NW 108th Avenue Plantation, FL 33324 Changed: 05/30/2020 Mailing Address 751 NW 108th Avenue Plantation, FL 33324 Changed: 05/30/2020 Registered Agent Name & Address COHEN, HARVEY E 751 NW 108th Avenue Plantation, FL 33324 Address Changed: 05/30/2020 Authorized Person(s) Detail Name & Address Title AMBR COHEN, HARVEY E 751 NW 108th Avenue Plantation, FL 33324 Annual Reports Report Year Filed Date 2018 04/02/2018 2019 04/03/2019 2020 05/30/2020 Document Images 05/30/2020 -- ANNUAL REPORT 04/03/2019 -- ANNUAL REPORT 04/02/2018 -- ANNUAL REPORT 04/08/2017 -- ANNUAL REPORT 04/15/2016 -- ANNUAL REPORT 04/25/2015 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 2 of 3 8/27/2020, 9:53 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Florida Department of State, Division of Corporations 3 of 3 8/27/2020, 9:53 AM RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT (`'Agreement"), is made and entered into this 17th day of July , 20 20 , by 520 NE 82ND TERRACE LLC a Florida limited liability company, ("Applicant") to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade ("City"); and WHEREAS, the Applicant has applied to the City for a Special Appearance for a partial release of declaration of restrictive covenants ("Request(s)") for the Property located at approximately 520 NE 82nd Terrace, Miami, FL 33138 ("Property"); and WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined); and WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20- 69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be present in order to hold a public meeting and permits local governments to use communications media technology to hold public meetings; and WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in the County, with some exceptions; and WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of parties and participants for any Release, Hold Harmless, and Indemnification Page 1 of 8 planning and zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings") during the COVID-19 pandemic; and WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the general public who are not parties to be sworn in and temporarily allows parties to appear virtually and make arrangements to be sworn in by oath or affirmation in -person at their location by an individual qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by the City Clerk; and WHEREAS, all physical proceedings will include certain social distancing requirements, screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and residents of the City; and WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein on its Request(s) at their own risk; and WHEREAS, the City requires the execution of this Agreement as a condition precedent to move forward with virtual Proceedings on the Request(s); NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further consideration of these premises, the Applicant does hereby agree as follows: 1. The Applicant acknowledges that the foregoing recitals are true and correct and are incorporated herein by reference as if fully set forth in this Section. 2. The Applicant understands that they have the option to wait until the COVID-19 pandemic ends to proceed with the Proceedings required for the Applicant's Request(s). Release, Hold Harmless, and Indemnification Page 2 of 8 Notwithstanding this option, the Applicant has requested to move forward with its Request(s) without delay. 3. The Applicant acknowledges and agrees that if they proceed with their Request(s) without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to perform such duty or to coordinate with the City to be sworn in at City Hall. 4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have several different avenues for public comment, which may include prerecorded phone and video submission, an online public comment form, and preregistration for a live call back during the meeting. 5. The Applicant, for themselves, their heirs, grantees, personal representatives, successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other persons, entities, organizations, instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs Release, Hold Harmless, and Indemnification Page 3 of 8 and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings or communications media technology used to conduct the virtual Proceedings; (iii) the City's use of communications media technology and inability of the City to conduct an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this Section, in whole or in part. 6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties against any and all claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising Release, Hold Harmless, and Indemnification Page 4 of 8 from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of the Released Matters. 7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the Proceedings, to the extent such a right to appeal exists. 8. The Applicant is voluntarily executing this Agreement and has not been pressured, forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for the Applicant's Request(s). The Applicant understands that they have a right to consult with an attorney before signing this Agreement and have either consulted with an attorney or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this Agreement and move forward with the Proceedings. 9. The Applicant has read and understand(s) the terms of this Agreement. 10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice the City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms of this Agreement for any reason. 11. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the other provisions, which shall remain in full force and effect. 12. The undersigned confirms that they are the authorized representative(s) of the Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As Release, Hold Harmless, and Indemnification Page 5 of 8 applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is attached hereto. 13. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding and have the same effect as original signatures. [Signature pages follow] This space intentionally left blank Release, Hold Harmless, and Indemnification Page 6 of 8 IN WITNESS WHEREOF. the Applicant has caused these presents to be executed and signed in its name by its proper officer on the day set forth above. Signed, Sealed and Delivered 520 NE 82ND TERRACE LLC (Name of Applicant) a Florida limited liability company (Type of Company or Individual) By: (Signature �f1 Harvey Cohen (Name of Person Authorized to Sign) Manager (Title) STATE OF I telliZa> ) )SS COUNTY ©F BiJ ) The foregoing instrument was acknowledged before me by means of V ,physical presence OR online notarization. this ;7 day of July _ . 2020 , by Harvey Cohen an Individual as Manager of 520 NE 82ND TERRACE LLC . Personally Known or Produced Identification ✓ . Type of Identification Produced F'1 Aoc-CfYlan Print or Stamp Name: Notary Public. State of Commission No.:D My Commission Expires: l • 2• 21 DAVID HOFFMAN Y COMMISSION a GG065753 EXPIRES January 27, 2021 ltckeasc. Hald Hgnnle$9. and lndemaificasran Page 7 of 8 CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega, V City Manager ATTESTED: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Release, Hold Harmless, and Indemnification Page 8 of 8 WRITTEN CONSENT OF THE SOLE MEMBER OF 520 NE 82ND TERRACE LLC The undersigned, being the sole member (the "Member") of 520 NE 82ND TERRACE LLC. a Florida limited liability company (the "Company'`). hereby consents to the adoption and approval of the following resolutions: Authorization for Special Appearance WHEREAS, the Company is the owner of the legal and equitable title in and to certain real property located at 520 NE 82nd Terrace. Miami. FL 33138 (the Property"). WHEREAS. the Company desires to submit an application with the City of Miami for a Special Appearance (the "Special Appearance Application") for a partial release of declaration of restrictive covenants for the Property. WHEREAS. the Member believes it to be in the best interest of the Company and of the Member for the Company to submit the Special Appearance Application with respect to the Property. NOW THEREFORE LET IT BE: RESOLVED. that the execution and delivery of the Special Appearance Application, and each and every other document contemplated by the Special Appearance Application. on behalf of the Company by Harvey Cohen, as Manager of the Company. acting alone. without further signature. seal or attestation, and with full power of substitution. each with such additional language or modifications as he determines. in his sole discretion, are necessary or convenient. as the Manager and authorized signatory of the Company (the "Authorized Signatory"). be. and they hereby are. ratified. confirmed and approved. FURTHER RESOLVED. that the Authorized Signatory of the Company be. and such individual hereby is, authorized and directed in the name of and on behalf of the Company to execute and deliver such other exhibits. documents and instruments and to take whatever additional actions such individual deems necessary or appropriate to carryout the intent and accomplish the purposes of the preceding or succeeding resolutions and to give full force and effect to the provisions of the preceding or succeeding resolutions. FURTHER RESOLVED, that all third parties may rely upon the execution of any document by the Authorized Signatory of the Company. on behalf of and in the name of the Company: and that. with respect to effectuating the Special Appearance Application. such individual shall have full and exclusive authority. 1.4ithout the consent. joinder. or approval of any other party. to execute any document on behalf of the Company or to authorize or carry out any action on behalf or the Company. FURTHER RESOLVED. that all action heretofore taken and all documentation heretofore delivered by the Authorized Signatory. in connection with or related to the MIAD0CS 2O45g3i]4 1 transactions contemplated in these resolutions are hereby ratified, confirmed. and approved in all respects: and FURTHER RESOLVED. that Alexander 1. Tachmes, Esq. of Shuns & Bowen LLP is authorized to represent the Company in connection with such Special Appearance Application. FURTHER RESOLVED, that the resolutions contained herein were adopted by the undersigned. and the same have not been modified. revoked. cancelled. annulled. or amended in any manner and are in full force and effect on the date hereof. [Signature Page Follows] 2 MIADOCS 20459304 I Effective Date: ,,i r, , 2020 SOLE N EMBER: (7( z7Zat,t,a I farve\ Cohen 3 IMIADOC S 2 54304 1 2020 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT FILED DOCUMENT# L13000024886 May 30, 2020 Entity Name: 520 NE 82ND TERRACE LLC Secretary of State 9865673162CC Current Principal Place of Business: 751 NW 108TH AVENUE PLANTATION, FL 33324 Current Mailing Address: 751 NW 108TH AVENUE PLANTATION, FL 33324 US FEI Number: 46-2127686 Name and Address of Current Registered Agent: COHEN, HARVEY E 751 NW 108TH AVENUE PLANTATION, FL 33324 US Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Authorized Person(s) Detail : Title MGRM Name COHEN, HARVEY E Address 751 NW 108TH AVENUE City -State -Zip: PLANTATION FL 33324 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that 1 am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: HARVEY COHEN MANAGING MEMBER 05/30/2020 Electronic Signature of Signing Authorized Person(s) Detail Date Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... DIVISION OF CORPORATIONS t 5f.1 J4.org Jiviatopi of c_ P° O P l ;.\' f' 1 J 1\f an official 3rrue of Florida websile Department of State / Division of Corporations / Search Records / Search by Entity Name / 1 of 3 8/27/2020, 9:56 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Detail by Entity Name Florida Limited Liability Company 520 NE 82ND TERRACE LLC Filing Information Document Number L13000024886 FEI/EIN Number 46-2127686 Date Filed 02/18/2013 State FL Status ACTIVE Principal Address 751 NW 108th Avenue plantation, FL 33324 Changed: 05/30/2020 Mailing Address 751 NW 108th Avenue plantation, FL 33324 Changed: 05/30/2020 Registered Agent Name & Address COHEN, HARVEY E 751 NW 108th Avenue plantation, FL 33324 Address Changed: 05/30/2020 Authorized Person(s) Detail Name & Address Title MGRM COHEN, HARVEY E 751 NW 108th Avenue plantation, FL 33324 Annual Reports Report Year Filed Date 2018 04/02/2018 2019 04/03/2019 2020 05/30/2020 Document Images 05/30/2020 -- ANNUAL REPORT 04/03/2019 -- ANNUAL REPORT 04/02/2018 -- ANNUAL REPORT 04/08/2017 -- ANNUAL REPORT 04/15/2016 -- ANNUAL REPORT 04/25/2015 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 2 of 3 8/27/2020, 9:56 AM Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?... Florida Department of State, Division of Corporations 3 of 3 8/27/2020, 9:56 AM