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 6 day of November , 20 20 , by
4200 Associates, LL[' u De\nnmrc limited liability company, ("Applicant") to the City
of Miami, Florida, u municipal corporation of the 8toLc of Florida, in tile County of Miami -
Dade ("Qty");and
WHEREAS, the /\pp(iouut has »nn|icd to the City fnr
Amendments to the Miami Design District Retail Btn:xt Special Area
Plan; and
WHEREAS, the Applicant's Request(s) require(s) one ocmore Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Cnrunavirus ("COVlO'19") pundcruio pursuant to the (]ovccnoc`o Executive Order Number IU'
69, as extended by Executive Orders 20-112 and 20-139, vvbicb suspends any statutory
requirement that physical quorum be present in order to bn\d a public meeting and permits local
governments to use communications media technology to hold public meetings; and
VVAGRLEA8. Miami -Dade County ("County") has issued several Emergency Orders
associated with the COV|D-|9 pandemic, including Emergency Order 10-20 which provides that
no group of lO or more individuals shall gather on a public sbccL, 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 28,2OZU,which,
intero|ia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Hanntess, and Indemnification Page I of8.
planning and zoning itens and quasi-judicial hearings, including all uppcuJy from both,
(coUectively,'`Pnocecdingo") during the CO\/lD-|9pendcnlic;and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement nfmembers of
the general public who are not parties tn be sworn in and temporarily allows parties toappear
virtually and make arrangements to be ovvnno in by oath or affirmation in -person at their location
by an individual qualified to perform such duty ocha physically present at City Bo|| to he sworn
inbyoath nraffirmation 6vthe City Clerk; and
W8SRC/\8, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and l.nca| Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with tile virtual Proceedings as described
herein on its Request(s) attheir own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings oothe 8Lcqucut(s);
NOW. THEREFORE, in consideration ofthe City allowing the Applicant to move forward
with the virtual Proceedings on the Rwqueat(s)" subject tothe terms and conditions net forth hcrein,
and infurther consideration uf these premises, the Applicant does hereby agree oofollows:
|.The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth inthis Section.
2.The Applicant understands that they have the option to wait until the COV[D-19
pundamnic ends to proceed with the Proceedings required for the Applicant's RLequest(a).
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3.The Applicant acknowledges and ogncen 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 repreoentodvo(s)' and all those that intend to testify required to make arrangements to
he sworn in by oath or ot5onatioo in -person u1their off -site location by on individual qualified to
perform such duty or to coordinate with the City to be uv/ocn in at City Bn||.
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 cornn000t form, and preregistration for a live co|\ buck
during the meeting.
5.Tbe Applicant, for thcrooc|veo, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally ogcecm to ro|cuse" waive, forever discharge,
and covenant not to sue the City" and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, yucceoonm" representatives, attorneys, onnbactors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(cu||ccdve|y. ^^ALu|eaxcd Parties") from any and all claims, demands, suits, causes of action
(including by vvny 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
o|uimx or violations; any actions or c|nirns for loss, injury, |oon of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold x"nnless,and Indemnification Page 3v/o
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; (i) 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.
b. 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, Toss 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 B
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 Hannless, and Indemnification Page 5 of 8
applicable, the most recent Suubiz and o duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agnccnnont 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
o[this Agreement (whether by facsimile, PQForother ernei| transmission), which signature ohu||
be binding and have the same effect uxoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold x=xies^and Indemnification Page oax
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
4200 Associates, LLC
(Name o
a Dela
(Type of C
By:
(Signature)
Crai Robins
(Name of Per
any
dividual)
rized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled4e) before me k friepps of physical
presence OR online notarization, this a,,... day of ciovor , 20', by
Craig Robins** , a as of
. Personally Known ‘./ or Produced Identification
Type of Identification Produced
YARITZED RODRIGUEZ
1AY COMMISSION GG 299691
EXPIRES: Fetnery 7, 2023
e • 'Bonded Ihru tiotwy Pubrc Underudari
Pri or Stamp Name:
Notary Public, State
Commission No.:
My Commission Expires:
le<
20Z 3
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Harmless, and Indemmficaoon
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 Hannless, and Indemntficanon Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agree ment"), is rnade and entered into this 6
day of November 7 20 20, by
lJucroDesign 4l4| LLC, o De|uvvu,e 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,L the Applicant has applied to the City for
Amendments to the Miami Design District Retail Street Special Area
Plan; and
WHEREAS, the Applicant's Reuucxt(x) rcquire(s)one ocmore Proceedings (as hereinafter
defined); and
''
WHEREAS, the City has been holding virtuo| public rnoctiogm due to the Y4ovc|
Covonaviruo (^^CQV[O-|A") pandenoic pursuant to the Governor's Executive Order Number 20-
09, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold apub|ic meeting and permits |oue|
governments to use Communications media technology to hold public meetings; and
VVREF{EA8, M4iumi-Dade County ("County") has issued several Emergency Orders
associated with the COt/|D-\g pandemic, including Emergency Order 10'20 which provides that
no group of \O o, more individuals nhu|| gather on u public street, alley, public sidewalk, or
government facility open tothe public inthe County, with sonne exceptions; and
WHEREAS, the City Commission adopted Ordinance No. |3903onMay 28,2020.which,
inter u|im,modified the requirements regarding the swearing inofparties and participants for any
Release, Hold x=nicss,and Indemnification Page Iao
planning and zoning itonn and quasi-judicial hearings, including all appeals from both,
(coUecbvely,'^Pmncecdingn")during the CO\/lD-|9pandemic; and
WHEREAS, Ordinance No. \3V03tennporari|ysuspends any requirement nfmembers of
the general public who are not parties to be sworn in and temporarily u|lVvvx 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 orhephysically present at City Hall to be sworn
inhyoath oraffirmation bythe City Clerk; and
VVHEFlE/\O, all physical pnnoccdiugu will include certain onciu| distancing requirements,
screenings, and protective nncusurnn consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and vvr|forc of the
employees and residents nfthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings osdescribed
herein on its Request(s) attheir own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings onthe RLcqueot(o);
NOW, THEREFORE, in consideration nfthe City allowing the Applicant to move fbrv/e,d
with the virtual Proceedings onthe RLequenL(n),subject to the terms and conditions set forth herein,
and in further consideration of these premises, dle Applicant does hereby agree as fb||ovvo:
l.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 vvod until the COV|D'19
pandemic ends to proceed with the Proceedings required for the Applicant's Requcst(o).
Release, Hold xannieoand Indemnification Page 2 Oro
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3.Thc 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. l39O3asdescribed above, with the Applicant, the
Applicant's rcpresentadve(n), and all those that intend totestify required to make arrangements tn
hcsworn inbyoath oroffinnn1inuin-person ottheir off -site location byanindividual qualified tn
perform much duty or to coordinate with the City to be sworn in at City Bo||.
4.The Applicant also acknowledges that per Ordinance No. l3903,the general public will
not hcrequired tnphysically appear at the Proceedings' location tnbcsworn byoath oraffirmation,
but will have several different avenues for Public comment, which may include prerecorded phone
and video submission, an online public comment fncnn, and preregistration for a live co|| buck
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, czproon|y and unequivocally agrees to oo|eaue" 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
pernons, cntitieu, organizations, instrumentalities, and corporations affiliated therewith
(collectively, ^^Qe|euucd Parties") from any and all c|eiroo, demands, suits, cuuxna of action
(including by vvoy of illustration and not limitation, actions to challenge, net aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
dminma or violations; any actions or c|uirno for loss, injury, loss of life), appeals, administrative
appeals, darnages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and uttonmey`sfeeo. at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), 'udgnnentm, orders, decrees, and
settlements in any vvoy bused 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, ^^}{e|caxcd Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Qcqucst(o), including, without limitation, the City`o 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`o procedures thereon (including,
without limitation, any due process c|uinn(x), u|airn/n\ of defective notice, or any other claim(s)
arising from the format, legal sufficiency, ortechnological specifications of the virtual Proceedings
or cornmunications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media technology and inability ofthe City to conduct an in -person meeting
vvhi|c social distancing guidelines m:rnain in place; or (iv) any and all third -party c\uinm(x),
chu||cngc(u), uppco|(s), orother pnmccediug(s)arising finnn any ofthe matters described in this
Section, inwhole o,in part.
0.Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes ofaction (including hy way of illustration and
not limitation, actions to challenge, sot 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}ife),appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, 1du|, and appellate levels] for any and all defense, invexdgudon, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any vvmy based on, arising
Release, Hold x="less,and Indemnification Page 4mo
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 Sunhiz and u duly adopted Resolution fronn the Applicant entity is
attached hereto.
13.Thin Agreement may be executed in any number ofcounterparts, 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 he entitled tnsign and transmit onelectronic signature
of this Agreement (whether by facsimile, POF orother email transmission), which signature shall
hrbinding and have thesanne effect oaoriginal signatures,
[Signature pages follow
This space intentionally left blank
Release, Hold x"nniess,and Indemnification Page ovm
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
Dacra Dtksign 4141 LLC
(Name of Applicant)
a Delaware lit
(Type ofComp
By:
(Signature)
Craig Robirri
(Name of Person Authorized to Sign)
ed liabig company
orndividual)
as President of Dacra 4141 Managing Member, Inc., a Florida corporation, its Managing Member
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledge before me
presence OR online notarization, this 2 day of
Craig Robins** , a as
. Personally Known or Produced
Type of Identification Produced
YARITZED RODRIGUEZ
MY COMMISSION It 00 289691
EICP1REEI: February 7. 2073
.443onded Tlw gotary Pubk Unittrarbra
e ns o
p ame:
Notary Public, State o
Commission No.:
My Commission Expires:
h
by
of
**as President of Dacra 4141 Managing Member, Inc., a Florida corporation, its Managing Member
Release, Hold Harmless, and Indemnification
Page 7 of 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 liannless, and Indemnificaoon Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6
day Of November ,2O 20, by
Half -Circle Property (Del.) LLC, e Delaware limited liability company, ("Applicant") to
the City of Miami, Florida, u municipal corporation of tile State of Florida, in the County of
Miami -Dade (^^Ci1y'`);and
WHEREAS, the Applicant has applied to the City for
Amendments to the Miami Design District Retail Street Special Area
Plan; 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
Co,onavi,uy (^[OVlO'19") pandemic pursuant to the Governor's Executive Order Number 20'
69, as extended by Executive {)odcco 20-112 and 20-/39" vvbioh suspends any statutory
requirement that physical quorunn be present in order to hold u public meeting and permits local
governments to use communications rnedia technology to hold public meetings; and
WHEFtEf\8. Miami -Dade County ("County") has issued several Emergency Orders
associated with the COV\D-19 pandemic, including Emergency Order 10-20 which provides that
no group of |U or more individuals shall gather on o public street, alley, public uidcvvm|k, or
government facility open tothe public inthe County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No, 13903 on May 28, 2020, which,
intcro|ia, modified the requirements regarding the swearing inofparties and participants for any
Release, Hold x=nlemand Ind=nnificatio" Page /of»
planning and zoning iterns and quasi-judicial hearings, including all appeals from both,
(coUecdvdy,^^Pnoceedinos") during the C()\/|D'l9pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement nfmembers of
the general public who are not parties to be sworn in and temporarily a||ovvo parties to appear
virtually and make orrungennouto 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 Ru|\ to be sworn
inbyoath oraffirmation bythe City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective rncooun:o consistent with the all Federal, State, and l.00a| Bmcqgcuuy
Orders, Executive Orders, and guidelines ioorder tn protect the health, safety, and welfare of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) attheir own risk; and
WHEREAS, the City requires the execution ofthis Agreement unmcondition precedent to
move forward with virtual Proceedings onthe Requeot(o);
NOW, THEREFORE, in consideration of the City allowing the Applicant to nnnpe forward
with the virtual Proceedings on the Requeot(o), subject tothe terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
\.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 dlw option to wait until the COVlD-19
pundemnlc ends to proceed with the Proceedings required for the Applicant's R'equcst(o),
Release, Hold n="iess,and Indemnification Page 2"m
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3.Tbe Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings onthe Applicant's Request pursuant &o the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's reprenentodve(n), and all those that intend totestify required to make arrangements tn
be mvvoru in by oath or affirmation in -person u1their off -site location by an individual qualified to
pc,fbrnn such duty or to coordinate with the City to be sworn in at City Hall.
4.The Applicant also acknowledges that per Ordinance No. \39O3,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 o live cu|| back
during the meeting.
5. The Applicant, for tbcnoue\veo, their heirs, gnsutceo" personal representatives,
successors, and mooiguo, expressly and unequivocally agrees to rc|eouc, waive, forever discharge,
and covenant not to sue the City, and its nOicc,a, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
pemons, enUdey, organizations, instrumentalities, and corporations affiliated therewith
(collectively, ^`P-c|ewsed Parties") from any and all o|uirno" demands, suits, couuwu of action
(including by way of illustration and not limitation, actions to chu||sngc, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any ocdoon or c|uirnu for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and ottorney`o fees, at all levels of proceedings ksdnniniotrntive"trial, and appellate levels] for any
and all defense, investigation, orprocessing thereof v/h , judgments, orders, decrees, and
settlements in any way honed on, arising frono" oc|o1iog to, incidental to, or connected to, directly
or indirecdy, in vvho|c or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i)this Agreement; (ii) the virtual Proceedings onApplicant's
RuouesKn)' including, without limitation, the City`n 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 CiLy`o procedures thereon (including,
without limitation, any due process c|ui,o(d, claim(s) of defective notice, or any other claim(s)
arising from the format, legal auffiniruoy"ortechnological specifications nfthe virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the City's use
of communications media tcobnn\ngy and inability of the City to conduct an in -person nnccdng
while social distancing guidelines remain in place; or (iv) any and all third -party c|uinm(o),
chu||cnge(a), eppca|(s), or other proceeding(s) arising from any of the nnottcm described in this
Section, inwhole o,in part.
0.Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all o|ainnu, demands, ouds, 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 c|uinoo or violations; any actions or claims
for loss, injury, |oesof|ite),uppeu|u,udrnioisbubveoppea|o,donnmgeu,iosoen,limbi|itien,costu,und
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate |cve\u] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any vvoy booed on, arising
uu=m Hold xan"uss,and Indemnification Page 4"m
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 I. 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
applicable, the most recent 8unbizand adu|y adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any ounnbcc 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 orother email transmission), which signature xhnU
be binding and have the same effect asoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold xo=ie=and Indemnification Page 6o/^
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
Half-Cir- e Property (Del.) LLC
(Name o 'Wlicant)
a Delawar. mited liabi company
(Type of Col ny or dividual)
By:
(Signature)
Craig Robi
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability compan), its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledged before me b
presence OR online notarization, this 2 day of
Craig Robins** , a as
. Personally Known or Produced
Type of Identification Produced
means of physical
by
of
Prin or Stamp ame:
Notary Public, State u
Commission No.:
My Commission Expires: C))) 157 202
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Harmless, and Indemnification
Page 7 0(8
LioZ
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
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AG]ZEEMEN1r
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6
day of November , 2020 , by
Jungle Maze L[C, a Delaware limited liability company, ("Applicant") to the City of
Mianni, 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
Amendments to the Miami Design District Retail Street Special Area
Plan; and
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings km hereinafter
defined); and
''
WHEREAS, the City has been holding virtual public meetings due to the Novel
Cononuvirua ("COV\D'\9^^) puudennic pursuant to the (]ovc,noc`x Executive Order Number 20-
09, as extended by Executive Orders 20-112 and 20-139, vvbicb suspends any statutory
requirement that physical quoruno be present in order to hold a public meeting and permits local
governments tnuse communications media technology to hold public meetings; and
VVHG|lEA8, Miami -Dade County ("County") has issued several Emergency Orders
associated with the [OVlD-|gpandemic, including Emergency Order l0-Z0which provides that
no group of |O or more individuals shall guLhc, on a public street, alley, public sidewalk, o,
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. i3g03nnMay Z8,Z020,which,
interu|iu, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold HannIess, and Indemnification Page I of&
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COl/lD-|Vpandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be ov/ocn in and temporarily allows parties to appear
virtually and make mnangernento to be sworn in by oath or affirmation in -person at their location
by on individual qualified to perform such duty o, be physically present at City Ba|| to be ovvomn
inhyoath nraffirmation bvthe 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 ofthe City; and
WHEREAS, the Applicant ud|| wishes to proceed with the virtual Proceedings oodescribed
herein on its Request(s) attheir own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings oothe Flcgueot(s);
NOW, THEREFORE, in consideration nfthe City allowing the Applicant tomove forward
with the virtual Proceedings on the Qequest(s)" subject tothe terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
|.The Applicant acknowledges that the foregoing ,onitn|s are true and correct and are
incorporated herein by reference as iyfully set forth inthis Section.
Z.The Applicant understands that they have the option to wait until the CQV|D-19
pandemic ends to proceed with the Proceedings required for the Applicant's Rwqucs1(s).
Release, Hold Harmless, and Indemnificaiion Page 2 ors
Notwithstanding this option, the Applicant hasrequested tomove forward with its Qequest(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. |3903asdescribed above, with the Applicant, the
Applicant's representuhve(s), and all those that intend totestify required to make arrangements to
he sworn in by oath or utOroo1inn in -person o1their off -site |nco1inn by on individual qualified to
perform such duty or to coordinate with the City to be sr/nco in at City Bo||.
4.The Applicant also acknowledges that per Ordinance No. \3903,the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but wi I I have several different avenues for public cornment, which may include prerecorded phone
and video submission, on online public cnrnnoeot fhcno, and preregistration for a live call buck
during the meeting.
j. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, cspncoo|y and unequivocally agrees to cc|casc, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, ouoiguo, oucocmonru, representatives, attorneys, contractors, and all other
persons, entitieo, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all c|uirno, demands, suits, causes of action
(including by v/oy 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 ucd000 or c|oinon for loss, injury, |ono of life), oppeu|n' administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold x°=iess,and Indemnification Page 3 Oro
and ottomney`yfecs, at all levels ofproceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, o,processing thereof v/hutooeve'), 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
Flequeot(o), including, without limitation, the City`n procedures hound in Ordinance No. 13903,
the swearing -in procedures, the public conoruentprocedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the [ity`o procedures thereon (including,
without limitation, any due process o|ainu/s\, claim(s) of defective nndno, 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 ofthe City Unconduct an in -person meeting
v/hi\o social distancing guidelines remain in place; or (iv) any and all third -party c|uino(m)'
cha\|engc(s), uppcu|(s), orother pnnoccding(u) arising from any of the matters described in this
Section, inwhole orinpart.
5.Applicant hereby ugo:eo 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, net aside" or void any proceeding or entitlement; nudonu to
assert any constitutional, due process, or property rights o\uirnsn,violations; any actions or claims
for loss, injury, |oxaVf|ife),uppea|x,mdnuinisbobveuppeu|s,durnngea,|nxxeo.|iubiUden'couts,und
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trio|, 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 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 Hannless, and Indemnification Page 5 of 8
applicable, the most recent Sunhizand mduly adopted Resolution from the Applicant entity is
attached hereto.
13. This /\g,ccnnout may be executed in any uunnbcc of counterparts, each of which no
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
ofthis Agreement (whether byfacsimile, PDForother email t,unanoinsion), which signature shall
hebinding and have the same effect msoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page ^"m
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
Jungle Ikaza, LLC
arne
ort
a Dela
(Type of C
By:
(Signature)
Craig Robins
any
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled4e4 before me
presence OR online notarization, this day of
Craig Robins** , a as
tsical
20 by
of
. Personally Known or Produced Id ntification
Type of Identification Produced
Pri or Stamp Name: ji
Notary Public, State of
Commission No.:
My Commission Expires:
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Harmless, and Indemmficanon
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 g
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
(^'/\grecmnent'), is made and entered into this o day of November , 20 20, by
Lovely Rita Acquisitions, LLC, a Delaware limited liability company, ("Applicant") to the
City of Miami, Florida, a municipal corporation of the State of Florida, in the County of
K4innni-Oude ("City"); and
WHEREAS, the Applicant has applied to the City for
Amendments to the Miami Design District Retail Street Special Area
P|an', and
WHEREAS, the Applicant's Request(s) require(s) one nrmore Proceedings (as hereinafter
defined); and
'`
WHEREAS, the City has been holding virtual public meetings due to the Novel
Cnonnoviruo ("C(lV|D-19°) paudcnnic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, vvhiob suspends any statutory
requirement that physical quorum be present in order to bold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WR2QE&8. Miami -Dade County ("County") has issued several Emergency Orders
associated with the CO»/l[]'\9pandemic, including Emergency Order 10-20vvhich provides that
no group of |O or more individuals ohu|| gather on u public street, n||cy, public sidewalk, or
government facility open tothe public inthe County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. |39O3onMay 20,2020,which,
intera|iu, modified the requirements regarding the swearing in of parties and participants for any
planning and zoning iternn and quasi-judicial hearings, including all appeals from both,
(coUechve|y,^'Procecdings`)during the COl/lD-i9pandemic; and
WHEREAS, Ordinance No. l3903temporarily suspends any requirement ofmembers of
the general pvh|io who are not parties to he sworn in and U:nopornri|y uUovvo parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified Loperform such duty orhephysically present atCity Hall tobesworn
inbyoath orofOnmadonhythe City Clerk; and
WRGREAS, all physical proceedings will include certain nooiu\ 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 ofthe 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 outhe Ftnqucnt(o);
NOW, THEREFORE, iuconsideration ofthe City allowing the Applicant tomove forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration ofthese premises, the Applicant does hereby agree as [b||on/s:
|.The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth inthis Section.
2.The Applicant understands that they have the option to wait until the [OVlO'lg
pmndenmic ends to proceed with the Proceedings required for the Applicant's Requco%o).
Release, Hold xan"less,and Indemnification Page zoro
Notwithstanding this option, the Applicant has requested tomove forward with its Request(s)
without delay.
3.Tho 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. \39O3nndescribed above, with the Applicant, the
Applicant's representative/a), and all those that intend totestify required to make arrangements to
be sworn in by oath or afOnno1inu in -person attheir off -site |0001inu by an individual qualified to
perform such duty ortocoordinate with the City nobe svvoco iuu1City Bu||.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not bcrequired tophysically appear ut the Proceedings' location tnbcsworn hyoath oraffirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an ou\iuc public comment form, and preregistration for a live ou|| back
during the meeting.
5.The Applicant, for themselves, their boira" 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, oOioiaio" directors, employees, personnel,
vo|untccm, agents, uuoigus" successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, ^^Bc|euued Pat -ties") from any and all claims, demands, suits, causes of action
(including by `voy 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
o|oinmo or violations; any actions o, o|uinno for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold x^rniles^and Indemnification Page of
and attonmey'n&eeo. at all levels of proceedings hudnniuistrutive,trial, and appellate levels] for any
and all defense, investigation, o,processing thereof whatsoever), judgments, orders, decrees, and
settlements in any .vmy hosed on, arising from, oc|o1iog 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 nnApplicant's
Requeodn\, including, without limitation, the CiLy`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`u procedures thereon (including,
without limitation, any due pmnocme o|ainn(s)" claim(s) of defective notice, or any other o|oinn(x)
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 ofthe City tnconduct an in -person meeting
v/hi|c social distancing guidelines rnnoaiu in place; or (iv) any and all third -party c|oinn(a),
cbo||engchl, appra|(o), or other proceeding(s) arising from any of the nnuttcro described in this
Section, inwhole orinpart.
6.Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all c|airun" dcnmuodu` 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, losyof|ife),appeu|s,udnuiniut,uLiveuppeu|s,dmrnwgeo"|onxen,|iobi|dieo,rnoty,ond
expenses (inc|vdin#,without limitation, court costs and atto,ney"ufees, atall levels ofproceedings
[administrative, trin|, and appellate levels] for any and all defense, iuveutigotion, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any vvoy based on, arising
Release, Hold x^nnless,and Indemnification Page 4ao
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7'NothinQ herein in intended to waive or deprive Applicant of its right to appeal o
detwnninadonof the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, tothe extent such aright toappeal exists.
0. 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 Requemt(o). The Applicant understands that they have aright to
consult with an attorney before signing this Agreement and have either consulted with an attorney
orknowingly and voluntarily decided not toconsult with anattorney. The Applicant isnot 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 uuderntaud(o)the terms ofthis Agreement.
|O. The Applicant acknowledges and agrees that nothing iuthis Agreement shall prejudice
the City`oright to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidc|incs, resolutions, and ordinances nthnrvvioc necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be eotopped
OrVnmenforring the terms ofthis Agreement for any reason,
||. Invalidation ofany ofprovisions ofthis Agreement by judgment ofocourt shall not
affect any of the other provisions, which obw|| remain in full force and effect.
12.The undersigned coufi,ron that they are the authorized ruprexentutive(s) of the
Applicant, are authorized to enter this Agreement, and have authority to hind the Applicant. An
Release, Hold x^miless,and Indemnification Page sv/o
applicable, the most recent 3uobiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13.This Agreement may be executed in any number ofcounterparts, 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
ofthis Agreement (whether by facsimile, POForother email transmission), which signature nho||
be binding and have the same effect asoriginal signatures.
[Signature pages follow]
This space intentionally left blank
na"as" Hold Harmless, and Indemnification Page o*ro
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
Lovely Rita Acquisitions, LLC
(Name of aplicant)
a Delawar
(Type of Co
By:
(Signature)
cited coin any
dividual
Craig Robi
(Name of Person Authorized to Sign)
as President of MDDA Sweet Bird Manager, LLC, a Delm‘are limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledge
presence OR online notarization, this
Craig Robins**
a
. Personally Known
Type of Identification Produced
YARFTZED RODRIGUEZ
COMMISSION # GG 299691
EXPIRES: February 7, 2023
' f:Pr, ' • irBorlded Pint tiatary Pubk Undriwflers
‘4. _
before me by ryeao_s of pAysical
day of DCTO 7.6 by
as of
or,
Produced Identification
Prin or Stfrtf Name:
Notary Public, State o
Commission No.: 1(1 2a1
My Commission Expires: 4. \
**as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
Release, Hold Hannless, 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
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
(^Agrcnmen t'`), is made and entered into this 0 day of November
,2O2O, by
MDDA Morning Dcp/ LLC, a Oe|uwuce limited liability company, ("Applicant") to the
City of Miami, Florida, u municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant has unn|iod to the City for
Amendments to the Miami Design District Retail Street Special Area
Plan', 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
Cononavinmo (^CQV}D-19") pandernic pursuant to the Govccom,n Executive Order Number 20-
69, as extended by Executive Orders 20-}}2 and 20-139, vvbicb suspends any statutory
,cquiccnneot that physical quorum be present in order to hold a public cuccdng and permits local
governments touse communications media technology tohold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Gnnorganoy Orders
associated with the CQVlD-19pondernic, including Emergency Order l0-2Owhich provides that
no group of 10 o, more individuals shall gather on o public street, alley, public sidewalk, or
government facility open Lothe public inthe County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. |3903onMay 2B,2O20,which,
inter nlio, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold aan"iess,and Ind=nincatm Page of»
planning and zoning hcnon and quasi-judicial hearings, including all appeals from both,
(coUechvdy,^'Pooccndinvs")during the C()\/{D-|g pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to he sworn in and U;rnpurmr|v u|invvs parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -parson at their location
by an individual qualified to perform such duty ocbephysically present atCity Hall to be sworn
inbyoath oraffirmation bvthe City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Fcdcns\" State, and l.00e| Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and vve|ferc of the
employees and residents nfthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein onits Rcqucot(s)o1their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings nuthe Requcut(o);
NOW, THEREFORE, inconsideration nfthe City allowing the Applicant to move forward
with the virtual Proceedings onthe Requeut(a), subject tothe terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as fh||ovvn:
l. 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.Thc Applicant understands that they have the option to wait until the CQVlQ-19
pandennic ends to proceed with the Proceedings required for the Applicant's Requcnt(s).
Release, Hold x"nnoess,and Indemnification Page 2"/»
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 &z the
Governor's Executive Order and Ordinance No. l3903andescribed above, with the Applicant, the
App|icun[urcprescntudve(s), and all those that intend totestify required to make arrangements ho
be sworn in by oath or offi0001iou in -person o1their off -site location by an individual qualified to
perform such duty or to coordinate with the City to beor/oru ioa1City 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 uubmnixmion, an online public oVnonocnt form, and preregistration for a live call back
during the meeting.
5.Thc Applicant, for tbonnoc|vcu, 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, sucucuoo,u" representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, '^ALo|eanwd Parties") from any and all c|uinns" 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 c|mirnu for loss, injury, \nso of life), appeals, administrative
appeals, damages, |onxoo, liabilities, costs, and expenses /inc\udiog,without limitation, court costs
x"/=".Hold *annic=and Inum/oqoon Page /o/o
and ottoomey`o fees, at all levels of proceedings [aJmioiobudve,trial, and appellate levels] for any
and all defense, investigation, ocprocessing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, o,connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Mutters"):/i\this Agreement; (ii)the virtual Proceedings on Applicant's
R.equeot(x), including, without limitation, the City`s procedures found in Ordinance No. 13903,
the ovvcucing'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 claimo(u), niainu(o) of defective undcc, or any other u|uirn(n)
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`u use
of communications media technology and inability of the City to conduct an in -person meeting
vvhi|c social distancing guidelines rccnoiu in p\uoc; or (iv) any and all third -party o|uinn(s)`
oho||cngc(a), uppca|(s), ocother proceediug(s) arising from any of the matters described in this
Section, inwhole nrinpart.
0. Applicant hereby agrees to defend, indemnify, and bn|d harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not |inmitutinn, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights c|einnn or violations; any actions or claims
for loss, injury, |osso[|ite),uppee|s,udnniniot,ativmappea|s,dorumges,|onoeu,|iabi|itiex,coxtx'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 e=niess,and Ina""nioca^m Page ^v/o
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 Indemmfieatton Page 5 of 8
applicable, the most recent Sunbiz and o duly adopted Resolution from the Applicant entity is
attached hereto.
13. This /\gn:enmcut 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
ofthis Agreement (whether kvfacsimile, PQForother email t,ausooisaion), which signature shall
bebinding and have the same effect osoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold xan"les^and Indemnification Page omro
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
MDDA Morning Dew, LLC
(Name of Applicant)
a Dela limited liabilij com any
(Type of ividual)
By:
(Signature
Craig Robins
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability compan), its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled
presence OR online notarization, this
Craig Robins** , a
before me ulwsical
day of by
as of
. Personally Known
Type of Identification Produced
or P oduced Ide tification
Print r Stamp ame:
Notar Public, State o
Commission No.:
My Commission Expires:
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
Release, Hold Hannless, and Indemnificanon
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 Hannless, and Indernnificanno Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 0
day of November
,202O ,6y
Norwegian Wood Acquisitions, LLC, a De\uvvucw limited liability company, ("Applicant")
to the City of Miami, Florida, a municipal corporation of the State of Florida, in the County
o[Miami-Dade ("Ciiy");and
WHEREAS, the Applicant has applied to the City for
Amendments to the Miami Design District Retail 8tn:xt Special Area
Plan; 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
[oronaviruo (`^COV|D-19") puudcnnic pursuant to the (]ovecnnc`a Executive Order Number 20-
69, as extended by Executive Orders 20'112 and 20-139, vvbiob suspends any statutory
requirement that physical quorum be present in order to bn|d a public meeting and permits local
governments to use communications media technology to hold public meetings; and
VV8GQLE&8' Miami -Dade County ("County") has issued several Emergency Orders
associated with the C[)V}O-|9pandemic, including Emergency Order 10-20vvhixh provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open tothe public iothe County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. |3903onMay 20,202O,which,
interu|in' modified the requirements regarding the swearing in of parties and participants for any
Release, Hold xonnless,and Indemnification Page I"/u
planning and zoning items and quasi-judicial hearings, including all appeals from both'
(cnUecdve|v,^^Prncecdings`) during the C(]VlO-l9oandcnoic;and
WHEREAS, Ordinance No. |39O}temporarily nuspendaanyre4uincrnectofnmenobecsof
the gcncnx| public who are not parties tn be sworn in and temporarily allows parties to appear
virtually and /nnkn arrangements tobesworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty orbephysically present otCity Hall to be ovvVrn
inbyoath oraffirmation bythe City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Pcdcco|, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) a1their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
nmnpc forward with virtual Proceedings oothe Ftequeot(u);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Qequeot(s), subject to the terms and conditions set forth herein,
and in further consideration ofthese premises, the Applicant does hereby agree as fb|\ovvx:
\.The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated heroin by reference uoiffully set forth inthis Section.
2.The Applicant understands that they have the option to wait until the [OY/[D-19
pandemic ends to proceed with the Proceedings nc4uicod for the Applicant's Request(o).
Release, Hold xan"iess,and Indemnification Page 2vro
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 onthe Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's represen1adve(s), and all those that intend totestify required to make arrangements to
be sworn in by oath or affirmation in -person o1their off -site location by an individual qualified to
perKaom such duty or to coordinate with the City to be sworn in at City Bu\|.
4.The Applicant also acknowledges that per Ordinance No. l3903,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 oonorucnt form, and preregistration for a live oo|| hack
during the meeting.
5.J�hc Applicant, for thconoe|vco, their heirs, grantees, personal rep,csentutivco,
successors, and assigns, expressly and unequivocally agrees to co|cauc, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, uoaiguu, oucccoonco, ropcoorotadvou, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, '^BLe|euoed Parties") from any and all claims, demands, suits, oou000 of action
(including by vvmy of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; motions to assert any constitutional, due process, or property rights
claims or violations; any actions o, claims for loss, injury, |nos of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold xonniess,and Indemnification Page »mro
and uttomney`ufeeo, at all levels of proceedings hadminintrative,trial, and appellate levels] for any
and all defense, investigation, orprocessing thereof , judgments, orders, decrees, and
settlements in any way based on, arising from, n:\e1ing 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 onApplicant's
BLequest(d' including, without limitation, the Ciiy`oprocedures 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`n procedures thereon (including,
without limitation, any due process uluicu(x), claim(s) of defective notice, or any other claim(s)
arising from the fonnat.legal outficicouy,nrtechnological specifications nf the virtual Proceedings
or communications media technology used tnconduct the virtual Proceedings; (iii)the Ci1y'u use
of communications media technology and inability ofthe City toconduct an in -person meeting
n/bi|c ynoiu| distancing guidelines remain in place; or (iv) any and all third -party c|uinn(s),
chu||cngc(s), appca|(e)` orother pnnceoding(s) arising from any of the matters described in this
Section, inwhole orinpart.
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 vvoy of illustration and
not limitation, actions to challenge, set aside, o, 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, |ousn[|ife),uppea|a,odnoinintrativeuppea|m,danoageu,iouacu,|iabi}itieo,oumts,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
na*as°Hold xan"Iess,and Indemnification Page 4"m
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 Indemntficauon Page 5 of 8
applicable, the most recent Sunhiz and u duly adopted Resolution from the Applicant entity is
attached hereto.
13.Tbis Agreement may be executed in any number ofcounterparts, 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 byfacsimile, nDPorother ernui|tnuosnoisaion),which signature shu||
he binding and have the smrne effect nooriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold xan"uoand Indemnification page 6mru
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
Norwegian Wood Acquisitions, LLC
(Name 'Applicant)
DeIaw. limited li com any
(Type of IndividuaI
By:
(Signatur
Craig Robins
(Name of Person Authorized to Sign)
as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade
before me b n..ean of
presence OR online notarization, this day of 19j, r , 20 10 by
The foregoing instrument was acknowled
Craig Robins** , a as of
. Personally Known or Produce Identification
Type of Identification Produced
Pr nt or Sta np Name:
Notary Public, Stat of
Commission No.: 01
My Commission Expires:
1/1' usZ_
cto,
**as President of MDDA Sweet Bird Manager, LLC, a Delaware limited liability company, its Manager
Release, Hold Harmless, and Indemmficanon
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 Indernmficanon Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6
day of November
20 20 , by
Oak Plaza Associates (Del.) LLC, a Delaware 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
Amendments to the Miami Design District Retail Street Special Area
Plan; 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 al ia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemm ficanon Page 1 of
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(coUechve|v,"Pnaceediogs")during the C[)V[D-\9pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement o[members of
the general public who are not parties tn be sworn in and temporarily allows parties Uo appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by on individual qualified to perform such duty orbephysically present at City Ba|| to he ov/ocn
inhyoath orafOomudoubythe City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Fedcou\" State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and v/c|fbrc of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) uttheir own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings onthe Rcquoat(o);
NOW, THEREFORE, iuconsideration ofthe City allowing the Applicant Ummove forward
with the virtual Proceedings on the Requeot(m), subject tothe teono and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
|. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth inthis Section.
2.The Applicant understands that they have the option to wait until the COVlD-19
pnndenmic ends to proceed with the Proceedings required for the Applicant's Request(o).
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 d`el, 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. |3903asdescribed above, with the Applicant, the
Applicant's cepresnntodve(s), and all those that intend Lotestify required to make arrangements to
be ovvo,n in by oath or affirmation in -person a1their off -site location by an individual qualified to
perform such duty or to coordinate with the City tobc sworn iva1City Hall.
4.The Applicant also acknowledges that per Ordinance No. |3903.the general public will
not hcrequired tophysically appear atthe Proceedings' location tobesworn byoath oraffirmation,
but wi I I have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public connnncot fbcnu, and preregistration for a live call back
during the meeting.
5.Tbe Applicant, for thcooue|voo, their heirs, grantees, personal reprmucntabvex,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and onvcnon1 not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, ugento, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, ^^Rc|euoed Purties'`) from any and all c|uinnn, demands, suits, cuuoro of action
(including by way of illustration and not limitation, actions to nhn|\engc' set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions o, claims for loss, injury, loss of life), uppcu|n, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold xxnniess,and Incicin"o=^on Page 3ao
and uttocney`s fees, at all levels of proceedings hadnnioistrmtive,trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any pvuy based on, arising §nnn, relating to, incidental to, or connected to, directly
or indirectly, in whole or in port" any one o, more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii)the virtual Proceedings VnApplicant's
}lnquexbu\ including, without limitation, the Ciiy`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`o procedures thereon (including,
without limitation, any due process c|aioo(«)" claim(s) of defective notice, or any other o|oino(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 ofthe City toconduct en in -person nnocdng
vvhi|c social distancing guidelines ,rmnoiu in p|uoc; or (iv) any and all third -party c|oinn(s),
cha||rngc(a), uppcu|(s), or other proceeding(s) arising from any of the matters dcoudbcd in this
Section, inwhole orinpart.
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 orviolations; any actions or c|wirno
for loss, injury, |ossVf|ife),uppeu|a,udrninintrativeuppea|s,darnmgea,|oouex,|iabi|ities,00sty,und
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 xamiles^and Indemnification Page 4mo
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 Hannless, and Indemmficaiion Page 5 of 8
applicable, the most recent Sunhiz and u duly adopted Resolution from the Applicant entity is
attached hereto.
13.Thin Agreement may be cscuutcd in any number ofcounterparts, 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 byfacsimile, PDF orother email trmoonnission), which signature shall
hebinding and have thcsurne effect nsoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold x"maess,and Inu""nioca^o Page «"ru
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
Oak Plaza Associates (Del.) LLC
(Name of Ap licant)
a Delaware lit
(Type of Comp
ed liability ompany
idual)
By:
(Signature)
STATE OF F
C a. Robins
ame of Persoil Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a DelaNN are limited liability company, its Manager
(Title)
orida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled
presence OR online notarization, this
Craig Robins** , a
. Personally Known
Type of Identification Produced
ie'•••„ YARI7ZED RODRIGUEZ
MY COMMISSION GO 269691
BCPIRES: Febivary 7, 2023
NrAir olloroded Thu gutsy Pubic unetralwa
_ I' _ e
before me bv mers of phvsical
day of 3CI)l2,10 ZO, by
as of
or Produced Identification
Pri t or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
110601 (a.
iun
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company,
its Manager
Release, Hold Harmless, and Indemmficanon
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 Harrnless, and Indernmficalion Page 8 of 8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6
day of November
2020 , by
Paradise Plaza Associates, LLC, a Delaware 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
Amendments to the Miami Design District Retail Street Special Area
Plan; 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 Hannless, and Indemnification Page 2 of8
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 Hannless, 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 Hannless, and Indemnification Page 5 of
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
Paradise Plaza Associates, LLC ,
(Name of plicant)
Delawar- `,' nited liab' I com.any
(Type of Co \`, ny o ndividual
By:
(Signature)
Craig Robin
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida )
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled e before me
presence OR online notarization, this day of
Craig Robins** , a as
. Personally Known or Produced Ide,
Type of Identification Produced
by an m 1/ph sical
) of F Da), by
of
I'1
I;n7►i . YARITZED RODRIGUEZ
iTE ,• _ :al MY COMMISSION # GG 299691
':• ��- EXPIRES: February 7, 2023
."rfOF f 04 /Bonded Thfu /km PUb*C Undepnfter$
Print or Stamp Name:
Notary Public, State of I M`
Commission No.: &I 2_c1 °1 &
My Commission Expires: 0A 1 D-4- I ?�
ication
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, its Manager
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 Hannless, and Indemnification Page 8 of8
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 6 day of November
, 20 20 , by
Sun King, LLC, a Delaware 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
Amendments to the Miami Design District Retail Street Special Area
Plan; 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 Hannless, and Indemnifieatmn Page 1 of 8
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(coUecdve|v,^^Pmoceedinvs")during the C(}\/{D-|9pandemic; and
WHEREAS, Ordinance No. 13903 temporarilysuspends any requirement ofmembers of
the general public who are not parties to be sworn in and temporarily a\|ovvo parties to appear
virtually and make arrangements to be avvnro in by oath or affirmation in -person at their location
by an individual qualified to pec[brnn such duty orhephysically present atCity Ra|| to be sworn
inhyoath oraffirmation bythe City Clerk; and
WREBLEA8, all physical proceedings will include ucoLaiu social distancing requirements,
screenings, and protective measures consistent with the all Pcdcca\, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings aodescribed
herein on its Request(s) ottheir own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings nuthe 8Lcquest(o);
NOW, THEREFORE, iuconsideration nfthe City allowing the Applicant tomove forward
with the virtual Proceedings nnthe [tequeot(s),subject tothe terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
|. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as iffully set forth in this Section.
2.The Applicant understands that they have the option to wait until the C0V|D-19
pundenmic ends to proceed with the Proceedings required for the Applicant's flcqueot(n).
Release, Hold HannIess, and Indemnification Page 2 ofg
Notwithstanding this option, the Applicant has requested tomove 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 ho the
Governor's Executive Order and Ordinance No. \39O3esdescribed above, with the Applicant, the
Applicant's reprenentadve(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person sttheir off -site location by an individual qualified to
perform such duty or to coordinate with the City to he s`voco in at City }{o||.
4.The Applicant also acknowledges that per Ordinance No. l3903,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 ou|ioc public oonnnncut fhcnn, and preregistration for a live call back
during the meeting.
5.Thc Applicant, for themselves, their heirs, grantees, personal repreocntudvcs,
successors, and assigns, expressly and unequivocally agrees to cc|caoc, waive, forever discharge,
and onvcouot not to sue the City, and its otOuoro, 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 o|uirnu, demands, suits, causes of action
(including by v/uy of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; ocd000 to assert any constitutional, due procexo, or property rights
claims or violations; any actions o, claims for loss, injury, |000 of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold xontiless,and Indemnification Page 3"/x
and uttorn*y`x feco, at all levels of proceedings [odnninistrutive,trial, and appellate levels] for any
and all defense, investigation, orprocessing thereof vvbotsoevrM, judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole o, in pert" any one or more of the following enumerated matters
(collectively, ^`Qc|cuscd Matters"): 0\this Agreement; (ii)the virtual Proceedings onApplicant's
Requoobu), including, without limitation, the CiLy`n procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling pnucedun:o, and all
other uopcotu involving the virtual Proceedings and the City`o procedures thereon (including,
without Unnitohnn, any due pnoucou c!aino/m\, c|oinn(o) 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'a use
of communications media technology and inability ofthe City tnconduct an in -person meeting
v/hi|c snoio| distancing guidelines remain in place; or (iv) any and all third -party o|aimn(o),
cho||engc(s), uppcu|(a), orother proccodiug(e) arising from any of the matters described in this
Section, inwhole orin pad.
6'Applicant hereby agrees to defend, indemnify, and bn|d harmless the Released Parties
against any and all claims, demands, suits, uauocu of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding nrentitlement; actions to
assert any constitutional, due process, or property rights claims orviolations; 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, trin|, and appellate levels] for any and all defense, investigation, o, processing
thereof whatsoever), judgments, orders, decrees, and settlements in any vvuy based on, arising
Release, Hold Harmless, and Indemnification Page 4w»
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 8unbiz and o duly adopted Resolution from the Applicant entity in
attached hereto.
13.Thin Agreement may be rscoutcd in any number nfcounterparts, 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 on electronic signature
of this Agreement (whether by facsimile, pDF o,other email transmission), which signature shall
hebinding and have the same effect osoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold oan"es and Indemnification Page 6oro
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
STATE OF
a Dela
(Type o
By:
(Signature)
Craig Robini§
ndividual)
any
(Name of Person Authorized to Sign)
as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company, its Manager
(Title)
Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledge),before me by mearis of physical
presence OR online notarization, this 240' day of DCA/DO j2,V, 20 20 by
Craig Robins** , a as of
. Personally Known or 'roduced Identification
Type of Identification Produced
YARrT7ED ROORIGUEZ
MY COMMISSION # GG 299691
EXPIRES: February 7, 2023
••Flf,r:°•'• /Bonded Tin tiotary Pubic Unticralin
Prin or Stamp ame:
Nota y Public, State of
Commission No.:
My Commission Expires:
**as President of Miami Design District Associates Manager, LLC, a Delaware limited liability company,
its Manager
Release, Hold Harmless, and Indemm licanon
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 dB
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agree rn ent"), is made and entered into this 6
day of November
, 20 20, by
Tiny Dancer Acquisitions, LLC, o D6up/urw limited liability company, ("Applicant") to
the City of Miami, Florida, u municipal corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the Applicant has applied to the City for
Amendments to the Miami Design District Retail Street Special Area
Plan; and
WHEREAS, the App|ioant`oRequcmt(s) require(s)one ormore Proceedings (as hereinafter
defined); and
''
the City has been holding virtual nuh\iu meetings due to the Novel
Comonavioms (^^[QVlO-19`) pandomnio Pucmuuut to the Governor's Esocodvc Order Number 20-
09, as extended by Executive ()ndocs 20'112 and 20-130, `vbicb suspends any statutory
requirement that physical quorum be present in order to hold u public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, h4ianni-Dade County ("County") has issued several Emergency Orders
associated with the [OVlD-19pmndernin, including Emergency Order lO'20which provides that
no group of 10 or more individuals nbu|| gather on o public street, alley, public sidewalk, or
government facility open tothe public iothe County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
intc,o|ia, modified the requirements regarding the swearing in of parties and participants for any
Release, Hold Harmless, and Indemnification Page /o/o
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(rnUerbpe|y,'^Pnoceedinvx") during the C[)l/lD-\9 ic;and
WHEREAS, Ordinance No. l390temporarily suspends any requirement of members of
the general public who are not parties to he sworn in and temporarily allows parties to appear
virtually and make arrangements to he sworn in by oath or affirmation in -person at their location
by an individual qualified to pe,6b,nn such duty n,hephysically present at City Ba|| to he xn/o,n
inhyoath uraffirmation hythe City Clerk; and
WBGF[E8B, all physical proceedings will include certain social distancing requirements,
screenings, and protective moeooucca consistent with the all Federal, Btatc, and l.noa| Emergency
Orders, Executive Orders, and guidelines in order to protect the bcu\th" safety, and n/c|fa,c of the
employees and residents ofthe City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
heroin on its Request(s) attheir own risk; and
WHEREAS, the City requires the execution ofthis Agreement amacondition precedent 0o
move forward with virtual Proceedings onthe Requcot(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings onthe Requeot(s)" subject tothe terms and conditions set forth herein,
and in further consideration ofthese premises, the Applicant does hereby agree as 6o||np/x:
|.The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as iffully set forth in this Section.
2.The Applicant understands that they have the option to wait until the COVlD-19
pandemmic ends to proceed with the Proceedings required for the Applicant's Q.nqueat(o).
Release, Hold Hannless, and Indemnificauon Page 2 ors
Notwithstanding this option, the Applicant has requested to move forward with its RequemKd
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
App|icmnt`xreprenentadve(o), and all those that intend totestify required to make arrangements to
be sworn in by oath or affirmation in -person a1their off -site 1oco1inu by an individual qualified to
pc,hzrnn such duty ortocoordinate with the City to be uvvoru in at City Hall.
4.The Applicant also acknowledges that per Ordinance No. l39O3,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 fhon" and preregistration for u 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,
vo|uutcero, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, '^8Le|enaed Parties") from any and all o\ainno, 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
o|minmu or violations; any actions or claims for loss, injury, |oox of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold x="lesxand Indemmom^on Page 3om
and attonmey`sfees, atall levels of proceedingshadmninistrmtive,trial, and appellate levels] for any
and all defense, investigation, orprocessing 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"): U\this Agreement; (ii)the virtual Proceedings on Applicant's
Requext(s), including, without limitation, the City`o 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`a procedures thereon (including,
without limitation, any due process c\ui,u(y), claim(s) of defective notice, or any other c|oirn(s)
arising from the format, legal sufficiency, ortechnological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings; (iii) the Qty's use
of communications media technology and inability ofthe City toconduct un in -person meeting
vvhi|m social distancing guidelines ncnnaiu in place; or (iv) any and all third -party c\oinm(s),
cho||enge(u), uppcu|(s), orother pnocccdiug(«) arising from any of the matters described in this
Bcodnn, in whole nrinpart.
6.Applicant hereby ugncea 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, net aside, or void any proceeding or entitlement; actions to
assert any constitutional, duo process, or property rights claims or violations; any actions or claims
for loss, injury, \oaoofUfel,uppee|s,adnniniutrmdveoppeu|o,dornogen,|oasex'|iubi|ideo,00sto.und
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 vvmy based on, uduin#
Release, Hold Hann/m.and Indemmiacnon Page 4 of»
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 Hannless, and Indemnification Page 5 of 8
applicable, the most recent 8unhiz and o duly adopted Resolution from the Applicant entity is
attached hereto.
13.Thia Agreement may be executed in any number nfcounterparts, 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 par -ties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF orother email transmission), which signature shall
be binding and have the same effect uooriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold x="less,and Indemnification Page 6am
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
Tiny Dancer Acquisitions, LLC
(Name Applicant)
a Delaw e limited liabi v com any
(Type o ndividual)
By:
(Signature
Craig Robins
(Name of Person Authorized to Sign)
as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowled ed before me b mean_ of pyysical
presence OR online notarization, this day of 6CtC) 0.2? r, 20 Zeti by
Craig Robins** , a as of
. Personally Known
Type of Identification Produced
or Produced Identification
Priit o Stamp Name: GI Ut 2_
No ary Public, State o
Commission No.: 61E1 (4 to
My Commission Expires: Oa_ 1 61 I
**as President of MDDA Stardust Manager, LLC, a Delaware limited liability company. its Manager
Release, Hold Harmless, and Indemndicanon
Page 7 of S
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
RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 0
day of November ' 20 20. by
Uptown {}id Development LL[, u Delaware limited liability company, (^&oo|icont) to
the City of Miami, Florida, u nounidnu| corporation of the State of Florida, in the County of
Miami -Dade ("City"); and
WHEREAS, the /\ooUcaot has applied to the City for
Amendments to the Miami Design District Retail Qtm:ci Bpcda| Area
Plan; 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
Coronaviruo (^^COVlD-19") pandcnoio pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20'112 and 20-130, vvbiob suspends any statutory
requirement that physical quorum be present in order to bold u 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 CQVlO-l9pandemic, including Emergency Order \O-Z0which provides that
no group of 10 or more individuals sbo|| gather on u public street, u||oy' public sidewalk. or
government facility open tothe public iothe County, with some exceptions; and
WHEREAS, the City Cnrnnoisuioo adopted Ordinance No. 13903 on May 28, 2030, which,
inter u|in, modified the requirements regarding the ovveedug in of parties and participants for any
Release, Hold Harmless, and Indemnification Page 'ors
planning and zoning items and quasi-judicial hearings, including all uooeus from both'
(coUecdvdy,"Pooceedings`)during the C(Jl/lD-\9pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends uny requirement nfmembers of
the general public who are not parties kr be sworn inand temporarily o||op/x parties to appear
virtually and make arrangements to be avvoou in by oath or affirmation in -person at their location
by an individual qualified to perform such duty ocbephysically present at City Bo|| to he sworn
in by oath or affirmation by the City Clerk; and
VVBERE/\8" all physical proceedings will include ccdoiu 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 vvc|fure of the
employees and residents nfthe 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 outhe BLequcst(o);
NOW, THEREFORE, iuconsideration ofthe City allowing the Applicant tomove forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and infurther consideration of these premises, the Applicant does hereby agree aufollows:
|.The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as iffully set forth inthis Section.
2.Thc Applicant understands that they have the option to wait until the CQx/\D-lg
pondenmic ends to proceed with the Proceedings required for the Applicant's [{equeot(s).
Release, Hold ounnie=and Indemnification Page zo/o
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3.The Applicant ockonv/|cdvos 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(a), and all those that intend totestify required to make arrangements to
be nv/oro in by oath or affirmation in -person attheir off -site location by an individual qualified to
perform such duty ortocoordinate with the City tobc avvoru ioa1City Bu||.
4.The Applicant also acknowledges that per Ordinance No. |39O3,the general public will
not be required to physically appear at the Proceedings' location to be swom by oath or affirmation,
but wi I I have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for u live call back
during the meeting.
5. The Applicant, for tbeo`mc|vcs, their bcico, grantees, personal representatives,
successors, and assigns, czPccuo\y and unequivocally ugroca to ccicamc, waive, forever discharge,
and covenant not to sue the City" and its officers, ntUoia1u, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, ^`Qc|cosed Parties") from any and all claims, demands, suits, causes of action
(including by p/uy of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due proceuo, or property rights
u|uinmn or violations; any actions or o|oinns for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
Release, Hold Harmless, and Indemmom^on Page »v/u
and uttomncy`o fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, orprocessing thereof vvbutsnever\ judgments, orders, decrees, and
settlements in any vvuy bused on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in pact, any one or more of the [b||ov/ing enumerated matters
(collectively, ^^}lr|oaucd Matters"): (i) this Agreement; (ii)the virtual Proceedings on Applicant's
Riequemt(m), including, without limitation, the City`o procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other nxpcoto involving the virtual Proceedings and the City^o procedures thereon (including,
without |innitodnn, any due process siairu(u)` 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 m:nnaio in place; or (iv) any and all third -party u|uinm(y),
chu||mngc(n), appoa|(u), or other proceeding(s) arising from any of the matters described in this
3codnn, inwhole orin 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, net 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, |n000f|ife)"appem|s,odmniuisbutiveappeu|u"dumouges"|onaex,|inhi|ibex,000to,und
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, o, processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
Release, Hold Harmless, and Indemnification Page 4"ro
from, relating to, incidental to, or connected to, directly or indirectly, in vvhn|n or in port, any of
the Released Matters.
7. Nothing herein is intended to v/mivp o, deprive Applicant of its right to appeal u
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature ofthe Proceedings, tothe extent such oright toappeal exists.
U.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 BLequeot(o). The Applicant understands that they have arigbt to
consult with an attorney before signing this Agreement and have either consulted with an attorney
orknowingly and voluntarily decided not toconsult with uuattorney. The Applicant innot under
the influence of any drugs, alcohol, medication, any other narcotic ochave any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move fbmvo,d with the
Proceedings.
9.The Applicant has read and uuderatand(o)the terms ofthis Agreement.
|0.The Applicant acknowledges and agrees that nothing iuthis Agreement shall prejudice
the City'o right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise ucccmuury to eoxu,c the public
health, safety, and welfare ofthe citizens and employees ofthe City; nor sha||the City be estopped
from enforcing the terms ofthis Agreement for any reason.
l|. Invalidation of any ofprovisions ofthis Agreement by judgment of court shall not
affect any of the other provisions, which shall remain infull force and effect.
12'The undersigned confirms that they are the authorized reprosontutive(u) of the
Appliount, are authorized toenter this Agreement, and have authority to hind the Applicant. As
Release, Hold Hanniess, and Indemnification Page 5 of 8
applicable, the most recent 8unhiz and u duly adopted Resolution fronn the Applicant entity is
attached hereto.
13. This Agreement may be executed in any uunnbcc of counterparts, each of which no
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the oannc Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, P0F orother email transmission), which signature shall
he binding and have the same effect uuoriginal signatures.
[Signature pages follow
This space intentionally left blank
Release, Hold x^nnuss,and Ina""niocatio" Page 6ao
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
Uptown Girl Development LLC
(Name of Applicant)
a Delaware I eiited liabilit). company
(Type ofComs., y or Individ
By:
(Signature)
Craig Robins
(Name of Person Auth ized to Sign)
as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
(Title)
STATE OF Florida
) SS
COUNTY OF Miami -Dade )
The foregoing instrument was acknowledl before me llipeans of physical
online notarization, this Zill4 day of --obLer , 20 by
presence OR 2.4
Craig Robins**
as of
. Personally Known or P oduced Identification
Type of Identification Produced
, a
P or Stamp Name:
N. tary Public, State o
mmission No.:
My Commission Expires:
**as President of MDDA Stardust Manager, LLC, a Delaware limited liability company, its Manager
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 Hannless, and Indcinnificanon Page 8 of 8
CERTIFICATE OF
NORWEGIAN WOOD ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Sweet Bird Manager LLC,
a limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company (the "Company"), is vested in MDDA Sweet Bird Manager LLC, a Delaware
limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of Norwegian wood
2020.
IN WITNESS WHEREON, I have hereunto set
this 1 O day of June,
VEN GRETENSTEIN
CRAIG ROBIN
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to
_: _, IXYYARITZED COAWIISSION GG299691
• Qa EXPIRES: February 7, 2023
- :•p.•,aaedadlter'iotaryPubicWanda
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
NO1,�1Y PU
Print Name:
*'i twit a
My commission expires: D ,,,
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of MDDA Sweet
Bird Manager LLC, a Delaware limited liability company, on behalf of that company in its ca acity
as the Manager of Norwegian Wood Acquisitions LLC, a Del.[ware limited liability company, n
behalf of that company. He is personally known to me.
'vat%t+i ,, YARITZED RODRIGUEZ
:,,: MY COMMISSION # GG 299691
g EXPIRES; February 7 2023
`'cs i ?, iRorded Thro notary Put* Linkmen
--
NOTAR PUBLIC
Print N e:
My co Zission expires: /1
V91.
� .L
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Norwegian Wood Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUIAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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
June, 2020.
Signed and delivered in the presence of:
Witness Signature
4JY
Witness Name
3i1bc Qo9d
Witness Signature
R leco fl lo4sb
Witness Name
NORWE
LLC, by
its m
ACQUISITIONS
Bird Manager LLC,
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ID day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Norwegian Wood Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
altthA atouo
NOTARY PUJ,LIC
Print Name: /-11fCtf YiJo,jSO
My commission expires:
iistV,vuk,
ALICIA ALONSO
' c MY COMMISSION # GG087791
ittsi;E
c •= EXPIRES April 18. 2021
'rleofi
CERTIFICATE OF
OAK PLAZA ASSOCIATES (DEL.) LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Oak Plaza Associates (Del.) LLC, a Delaware limited
liability company (the "Company"), is vested in Miami Design District Associates Manager,
LLC, a Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen 0. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf ' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of oak plaza
NSTEIN
IN WITNESS WHEREON, I have hereunto s as of this S day of
%� A p e l� , 2020. j
....�-
\\Sk,'NfL.
CRAIG ROBIN
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this V'_ day of m f R e t-I , 2020 by Steven Gretenstein, Vice
President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, on behalf of that company in its capacity as the Manager of Oak Plaza Associates (Del.)
LLC, a Delaware limited liability company, on behalf of that company. He is personally known to
me.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
Odciao
NOTARY PUBLIC
Print Name:
My commission expires:
ALICIA ALONSO
MY COMMISSION # GG087791
?'• EXPIRES April 18,2021
The foregoing Certificate was acknowledged efore me by `' physical presence or
)' on-line notarization this Vday of AR e� , 2020 by Craig Robins, President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Oak Plaza Associates (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
NOTARY PUBLIC
Print Name:
My commission expires:
•o; r'41^4: ALICIA ALONSO
`= MY COMMISSION # GG087791
r'�'" • EXPIRES April 18,2021
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Oak Plaza Associates (Del.) LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 day of
in 4g e , 2020.
Signed and delivered in the presence of:
L
Witness Signature
Witness Name
Witness Signature
Pitt ,' )0 al b6
Witness Name
OA ' - A ASSOCIATES (DEL.) LLC,
by IA I /,IGN DISTRICT
MANAGER, LLC, its
r � 1
m6vcikI 1--112E t�uSt� iaf
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 5 day of /DARe , 2020 by Steven Gretenstein, Vice
President of Miami Design District Associates Manager, LLC, a Delaware limited liability
company, on behalf of that company in its capacity as the Manager of Oak Plaza Associates (Del.)
LLC, a Delaware limited liability company, on behalf of that company. He is personally known to
me.
aLiat ailmuz
NOTARY PUBLIC
Print Name:
My commission expires:
CERTIFICATE OF
JUNGLE PLAZA LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Jungle Plaza LLC, a Delaware limited liability company (the
"Company"), is vested in Miami Design District Associates Manager, LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of jungle plaza
2020.
IN WITNESS WHEREON, I have hereunto set my
istA
r C E rGRETENSTEIN
CRAIG ROBINS
f this I 0 day of June,
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate \‘ as acknowledged before me by physical presence or
on-line notarization this, r] day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Jungle Plaza LLC, a Delaware limited liability
company, on behalf of that company. He is personally know ito me.
a°` P YARMER RODRIGUEZ
• MY COMMISSION # GG 299691
rAco EXPIRES;
February 7, 2023
l lbw e-
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
TARY PU I,
Print Name: I ► . �� ,l,
My commiss. n expires:
4
D
0
The foregoing Certificat was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Jungle Plaza LLC, a Delaware limited liability company, on behalf
of that company. He is personally known to me. �
NOT, RY PUBLIC n l � isD
�1�Print Name: (� Y j _Y 1
My commission expires: 0 )
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jungle Plaza LLC, a Delaware limited
liability company, has made, constituted and appointed, and by these presents do make, constitute
and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerinan LLP, as 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 Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUIAL 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 application as fully, to all intents and purposes, as he might or could do if personally present,
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 I0 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
Witness Name
alp GE»u
Witness Signature
A��'CIA hM,so
Witness Name
JUNG i • Z • LLC,
by M • MI r ESI ' DISTRICT
ASS �f GIA r _:� �; ,AGER, LLC, its
man
ture
L(') EUEA1 da)E-AskiN
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS:
)
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Jungle Plaza LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
()WW1/ a00/2,86
NOTARY PU LIC
Print Name: H I re, i ti fl i 0M5 c
My commission expires:
,. ALICIA ALONSO
'_ MY COMMISSION # GG087791
`; EXPIRES April 18, 2021
CERTIFICATE OF
4200 ASSOCIATES LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of 4200 Associates LLC, a Delaware limited liability company
(the "Company"), is vested in Miami Design District Associates Manager, LLC, a Delaware
limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of 4200
IN WITNESS WHEREON, I have hereunto set d . s o i this lb day of June,
2020.
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me byphysical presence or
g g g p Y
on-line notarization this IV day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of 4200 Associates LLC, a Delaware limited liability
company, on behalf of that company. He is personally know to me.
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
+0IARYI
Print Name:
My commissio
J
C
expires: 6
The foregoing Certificate was acknowledged before me by physical presence or
g
on-line notarization this 10 day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of 4200 Associates LLC, a Delaware limited liability company, on
behalf of that company. He is personally known to me.
YAt, '.> .. •'�DRIGUEZ
;: MY CC.'" N # GG 299691
,.' EXP!kES.: :�ruaty7,2023
clot?:: �gprd?c - - .• Parcuna hers
NOTARY BLIC 1anIZ&
Kod u4Q
PrintNI�
My commission expires: do) / l M60 l
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 4200 Associates LLC, a Delaware
limited liability company, has made, constituted and appointed, and by these presents do make,.
constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP, as 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 Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally present,
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 « day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
&bcYl ,5hr�l�"
Witness Name
�juth(h�')LbO
Witness Signature
1ithq 11 kid Sty
Witness Name
4200 ASS
by MI
ASSO
man
Si 11 relEgchi/4
VE''1 (1)/4
TES
SIGN DI
TRICT
ER, LLC, its
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this I D day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of 4200 Associates LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
NOTARY PU5JIC
Print Name: ta IDALS()
My commission expires:
CERTIFICATE OF
PARADISE PLAZA ASSOCIATES LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Paradise Plaza Associates LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Amended and Restated Development
Agreement and any and all documents related thereto, including without limitation, any
amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in favor
of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A", and
any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf" copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
certificate of paradise plaza
2020.
IN WITNESS WHEREON, I have hereunto set
CRAIG ROB
i
ENSTEIN
0 day of June,
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ID day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Paradise Plaza Associates LLC, a Delaware
limited liability company, on behalf of that company. He is personally kr wn to me.
"..2,1 PAY
YCIISSlOH &f3 290641
RODRIGUEZ
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
NOT RY PU
Print Name:
My commissi
) SS:
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 1() day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Paradise Plaza Associates LLC, a Delaware limited liability
company, on behalf of that company. He is personally known tji me.
expires. titlindwH
NOTARY PU � j 1Q°2,� 0 aS
PrintName: (� Y'
My commissio expires: Oct)� m ,�`
(� 6W V"
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Paradise Plaza Associates LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 clay of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
Lr.7orct Shrc±
Witness Name
Cau-kin Worao
Witness Signature
Witness Name
PARADISE PLAZ .SSOCIATES LLC,
by MIA 1:. SI t D. STRICT
ASSO' TAT . ► r GER, LLC, its
man
re
VEA
Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by /physical presence or
on-line notarization this lb day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Paradise Plaza Associates LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
GILU3J�L
o
NOTARY PUBLIC
Print Name: 11re, 19 MON S 0
My commission expires:
:y ALICIA ALONSO
'= MY COMMISSION # GG087791
�i.��.�.�� EXPIRES Apr1118, 2021
CERTIFICATE OF
HALF -CIRCLE PROPERTY (DEL.) LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Half -Circle Property (Del.) LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of half circle
IN WITNESS WHEREON, I have hereunto set
2020.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this to day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Half -Circle Property (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
`:igkk, 4.
. _ YARITZED RODRIGUEZ
WIRES; February 7, 20'23
`4.210'•°%/Bonded T ru tiolary Pub:UndemdI.ts
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
NPriOTnt Name:f?ao
YPUBL\?/Y11LV71
-
My commission e pines: 1(01
k 64" I
The foregoing Certificate was acknowledged before me by V physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Half -Circle Property (Del.) LC, a De :w limited liability
company, on behalf of that company. He is personally known t.; me.
iA +►u YARrrZED RODRIGUEZ
:;: y . MY COMMISSION s GG 2998a1
EXPIRES; February 7, 2023
Bonded Thu riaary Pubic u iefrows
NOT ' Y PUB
Print Name:
My commission dxpires:
OcbrI2-27
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Half -Circle Property (Del.) LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 (0 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
iferetieeS) 't
Witness Name
OduLto
Witness Signature
Al►C,`/ PloAis )
Witness Name
HALF-C ' L P' . PERTY (DEL.) LLC,
by MI,- I D DISTRICT
ASSO AT . LU s AGER, LLC, its
man. !A.
ture
EVEnI
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 1 0 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Half -Circle Property (Del.) LLC, a Delaware
limited liability company, on behalf of that company. He is personally known to me.
aloluo
NOTARY PU LTC
Print Name: filiCiA 14 10S O
My commission expires:
ALICIA ALONSO
: �` Y_ MY COMMISSION # GG087791
.j ril 1 B. 2021
„;`, EXPIRES Ap
CERTIFICATE OF
LOVELY RITA ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Sweet Bird Manager LLC,
a limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Lovely Rita Acquisitions LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Sweet Bird Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of lovely rita
2020.
IN WITNESS WHEREON, I have hereunto set
CRAIG ROBIN
this Id day of June
NSTEIN
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally own to ►.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS:
NOTA Y PUB C �7
Print N' �e: am ur
My commission xpires:b `
1
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this ID day of June, 2020 by Craig Robins, President of MDDA Sweet
Bird Manager LLC, a Delaware limited liability company, on behalf of that company in its capacity
as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited liability company, on behalf
of that company. He is personally known to me.
;,►mr!ri , : YARI TZED RODRIGUEZ
MY COMMISSION # GG 299691
' e7 EXPIRES; February 7, 2023
°ftOFf.44/BondedThwMabry Put&UIIderoders
f
NOT '• Y PUBL It � � r � 1200
U1 np �'
Print Name: LU213 My commission -r pires:
m)b-712-6/--
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Lovely Rita Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUIAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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. pp��
IN WITNESS WHEREOF, I have hereunto set my/our hand(s) and seal(s) this lb day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
rba 5h`
Witness Name
C„Rio COLD
Witness Signature
1)1rc`1q OAISo
Witness Name
UISITIONS LLC, by
anager LLC, its
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing Certificate was acknowledged before me by ✓ physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Sweet Bird Manager LLC, a Delaware limited liability company, on behalf of that
company in its capacity as the Manager of Lovely Rita Acquisitions LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
Itto (Iomz
NOTARY PUBLIC
Print Name: P lrCj a i)8Nso
My commission expires:
04, ALIC1A ALONSO
t MY COMMISSION # GG087791 :�
;2a,a
•` EXPIRES Aprll 18, 2021
,'1
CERTIFICATE OF
UPTOWN GIRL DEVELOPMENT LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Stardust Manager LLC, a
limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Uptown Girl Development LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Stardust Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/ ndda/sap/certificate of uptown girl
IN WITNESS WHEREON, I have hereunto se
2020.
this D day of June,
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by 7
V physical presence or
on-line notarization this I V day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Uptown Girl Development LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to I
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
NOTARY
Print Nam:
My commissio
iit*L))
"P6s1 61-\ 202�
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this JD day of June, 2020 by Craig Robins, President of MDDA
Stardust Manager LLC, a Delaware limited liability company, on behalf of that company in its
capacity as the Manager of Uptown Girl Development LLC, a Delaware lii Ited liability comj lany,
on behalf of that company. He is personally known to me.
a+! YARfiZEDRODRIGUEZ
ra MY COMMISSION GG 299691
;A` EXPIRES: February 7.2023
' ?'OF fg?MI M
.s. /Bonded Toiety Pubic Undery ilteCS
NOTARY PUBLI
Print Name:
My commission e:
7/Q2
'res002,101��t3
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Uptown Girl Development LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 /0 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
gcr-k5--4 t
Witness Name
Witness Signature
Ai,-cl•i 1o, so
Witness Name
UPTOif DEVELOPMENT
LLC, b S'ardust Manager LLC,
its
41110Fb
[
tffsgilliond
' ure W
c'c i (.-�/1EttAl S��ir�l
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by '/ physical presence or
on-line notarization this / L day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Uptown Girl Development LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
lAY�1C.C{ apouo
NOTARY PUBLIC
Print Name: I-1 l i al A MO N S 6
My commission expires:
os :1 ALICIA ALONSO
MY COMMISSION # GG087791
N,�`
; EXPIRES April 18, 2021
•:for
CERTIFICATE OF
SUN KING LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of Sun King LLC, a Delaware limited liability company (the
"Company"), is vested in Miami Design District Associates Manager, LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Nelsen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name cif the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of sun king
IN WITNESS WHEREON, I have hereunto set , j . • as o P this day of June,
2020.
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this I V day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Sun King L C, a Delaware limited liability
company, on behalf of that company. He is personally known to 1 e.
0:; /yYA�yRITZEDRCD�{RIGUEZ
': 1M1 DAY COIIIISSION*GG 29691
:•:. �:
�...oQg EXPIRES; February 7.2023
•..?; !�.. /8oexlee Thru Notary wbicUrrderwulws
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE )
Print ame:
My co limissi ri expire :
ii
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Sun King LLC, a Delaware limited liability company, on behalf of
that company. He is personally known to me.
t/ Alf "WI
NOTARY,PUBLIC f./' / ni itQict
1,�PrintName: ..�Y . ��' �"�
My commission expi es: /
b a, 1
O}2OV7
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Sun King LLC, a Delaware limited
liability company, has made, constituted and appointed, and by these presents do make, constitute
and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP, as 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 Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally present,
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 iO day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
iccbr/Q ✓Ch/vt
Witness Name
Olito Gavuo
Witness Signature
A I reiA J4 )oMSO
Witness Name
DIS
LL
SUN L C, b,' MIAMI DESIGN
A . SO ' IATES MANAGER,
r�
ature /)
EVE/rl Gib }EMSICild
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of Sun King LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
dita'AA (LUAU 0
NOTARY PU LIC
Print Name: /4 r(° 1 /4 I r oAis }
My commission expires:
<Y ALICIA ALONSO
MY COMMISSION # GG087791
of A: EXPIRES April 18, 2021
CERTIFICATE OF
DACRA DESIGN 4141, LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Dacra 4141 Managing Member,
Inc. a corporation organized and existing under the laws of the State of Florida, do hereby certify
as follows:
1. The management of Dacra Design 4141, LLC, a Delaware limited liability
company (the "Company"), is vested in Dacra 4141 Managing Member, Inc., a Florida
corporation ("Managing Member").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Managing Member, holding the respective offices below set
opposite their names.
Name
Craig Robins
Steven Gretenstein
Office
President
Vice President
3. Each of the President and/or Vice President of the Managing Member, without the
execution or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of Managing Member, in its capacity Managing
Member, in the name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of Managing Member
on behalf of the Company in connection with or related to the matters set forth herein, is,
adopted, ratified, confirmed and approved in all respects and for all purposes as the acts and
deeds of the Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of Dacra Design 4141
IN WITNESS WHEREON, I have hereunto set my £this day of June,
2020.
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by i physical presence or
on-line notarization this ID day of June, 2020 by Steven Gretenstein, Vice President of
Dacra 4141 Managing Member, Inc., a Florida corporation, on behalf of that corporation in its
capacity as the Managing Member of Dacra Design 4141, LLC a Delaware limited liability
company, on behalf of that company in its capacity as the Managing Member of Dacra Design
4141, LLC, a Delaware limited liability company, on behalf of that company. He is personally
known to me. 1
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DARE
P/14
NOT TA'ARY PUB
Print Name:
My commission
I�briqu-P1
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 1 I) day of June, 2020 by Craig Robins, President of Dacra 4141
Managing Member, Inc., a Florida corporation, on behalf of that corporation in its capacity as the
Managing Member of Dacra Design 4141, LLC a Delaware limited liability company, on behalf of
that company in its capacity as the Managing Member of Dam Design ° 41, LLC, a Delaware
limited liability company, on behalf of that company. He is fwr.;'nally kn me.
NOTA Y PUBL Cki) jrin.1
d'i V
Print N me: t� `�'/�
My commission expires:
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Dacra Design 4141, LLC, a Delaware
limited liability company, has made, constituted and appointed, and by these presents do make,
constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP, as 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 Rezoning under the requirements of the City of Miami
Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting unto
NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally present,
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
June, 2020.
Signed and delivered in the presence of:
Witness Signature
Witness Name
Cik/u6
Witness Signature
f Iomso
Witness Name
DAC D : ` 4141, LLC, by DACRA
4141 ANkj' MEMBER, Inc., its
EVEAI LikERALSIEMA
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 10 day of June, 2020 by Steven Gretenstein, Vice President of
Dacra 4141 Managing Member, Inc., a Florida corporation, on behalf of that corporation in its
capacity as the Managing Member of Dacra Design 4141, LLC a Delaware limited liability
company, on behalf of that company in its capacity as the Managing Member of Dacra Design
4141, LLC, a Delaware limited liability company, on behalf of that company. He is personally
known to me.
Odsalja 02_ &up)
NOTARY P C
Print Name: �LI1 1 C i 11 f lot s d
My commission expires:
ALICIA ALONSO
MY COMMISSION # GG087791
=T?•oF:tia EXPIRES April 18, 2021
CERTIFICATE OF
MDDA MORNING DEW LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of Miami Design District Associates
Manager, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, do hereby certify as follows:
1. The management of MDDA Morning Dew LLC, a Delaware limited liability
company (the "Company"), is vested in Miami Design District Associates Manager, LLC, a
Delaware limited liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen 0. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of mdda morning dew
2020.
IN WITNESS WHEREON, I have hereunto set
VENli
of this l U day of June,
TENSTEIN
CRAIG ROBIN
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this (p day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited
liability company, on behalf of that company. He is personally own te4; e.
-,-
A MY CO RN 299691
` ,w EXPIRES; February 7.2023
,cF:`O.°. *Banded Thu *thy Pu6le Weenween
• _ _ — ..
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
NOTA"Y PUBLIC.
Print Name:
My comrnissi n expires: D
lob-
The foregoing Certificate was acknowledged before me by ✓ physical presence or
on-line notarization this 10 day of June, 2020 by Craig Robins, President of Miami Design
District Associates Manager, LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited liability company,
on behalf of that company. He is personally known to me.
YARI1ZED RODRIGUEZ
MY COMMISSION # GG 299691
EXPIRES; February 7, 2023
Bonded Duo (Votary Public Underveiters
NOTA PUBLIC j zed
*�nOdn
Print Name:/ f OJI
My commission expires:
uuz
d,2/617/010
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that MDDA Morning Dew LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUIAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 16 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
ixz 5/i' -
Witness Name
ItKut lid
Witness Signature
1 lOM1 S4
Witness Name
MDDA ► + . IN - DEW LLC,
by MI; IDS DISTRICT
ASSO `lAT' S • r AGER, LLC, its
m'
6vEAI 6A-h-as-IEW
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 1 b day of June, 2020 by Steven Gretenstein, Vice President of
Miami Design District Associates Manager, LLC, a Delaware limited liability company, on behalf
of that company in its capacity as the Manager of MDDA Morning Dew LLC, a Delaware limited
liability company, on behalf of that company. He is personally known to me.
UkhiD (ii'xwD
NOTARY PUB IC
Print Name: l-1 f`C AID u so
My commission expires:
`. ;. ALICIA ALONSO
44:: MY COMMISSION # GG087781
.,q,,,,,,, EXPIRES April 18, 2021
CERTIFICATE OF
TINY DANCER ACQUISITIONS LLC
AND POWER OF ATTORNEY
The undersigned, the President and Vice President of MDDA Stardust Manager LLC, a
limited liability company organized and existing under the laws of the State of Delaware, do
hereby certify as follows:
1. The management of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company (the "Company"), is vested in MDDA Stardust Manager LLC, a Delaware limited
liability company (the "Manager").
2. The persons named below have been duly elected, have been qualified, and at all
times have acted, as officers of the Manager, holding the respective offices below set opposite
their names.
Name Office
Craig Robins President
Steven Gretenstein Vice President
3. Each of the President and/or Vice President of the Manager, without the execution
or joinder of the other or any other party, has the full power and authority to execute
amendments and consents to amendments of that certain Third Amended and Restated
Development Agreement and any and all documents related thereto, including without limitation,
any amendments to the Regulating Plan and Concept Plan, as well as the Power of Attorney in
favor of Neisen O. Kasdin and Marissa Amuial of Akerman LLP attached hereto as Exhibit A",
and any and all agreements, instruments, certificates or documents necessary to consummate or
effectuate all in the name, and on behalf, of the Manager, in its capacity, as Manager, in the
name of and on behalf of the Company.
4. All documents, agreements and instruments previously executed and delivered,
and any and all actions previously taken by any such officer in the name of the Manager on
behalf of the Company in connection with or related to the matters set forth herein, is, adopted,
ratified, confirmed and approved in all respects and for all purposes as the acts and deeds of the
Company.
5. This Certificate may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute but one and the same agreement and that this
document may be executed by facsimile or e-mail "pdf' copy and such signatures shall be
treated as originals for all purposes.
6. This Certificate may be relied upon by the City of Miami and/or other
governmental authorities.
Le/mdda/sap/certificate of tiny dancer
2020.
IN WITNESS WHEREON, I have hereunto set
RE
CRAIG ROB
of this 1 b _ day of June,
ENSTEIN
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by Y physical presence or
on-line notarization this ID day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to
4 MY I
z MIED R
4r EXPIRES; Febvary 7, 202
dstip.%'Bonded Pita glary Pubic Unde ebre
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
NOTAR PUB IBC ��
Print N e: q,Ul j(�
My commission
°ires(\A'1, 61- 1 7.'h
The foregoing Certificate was acknowledged before me by physical presence or
on-line notarization this 1 () day of June, 2020 by Craig Robins, President of MDDA
Stardust Manager LLC, a Delaware limited liability company, on behalf of that company in its
capacity as the Manager of Tiny Dancer Acquisitions LLC, a Delaware limited liability company,
on behalf of that company. He is personally known to me.
YARITZED COMMISSIONN oG EZ
MY
7I EXPIRES; February 7,, 2023
.•
q.Reb Thu tc•.T Pubic Und0rlli,p �R
NOTA�ZY PUBLIC � U�
Print Name:I?fJfl
My commission expi es:Q i7-Ld
EXHIBIT A
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Tiny Dancer Acquisitions LLC, a
Delaware limited liability company, has made, constituted and appointed, and by these presents do
make, constitute and appoint NEISEN O. KASDIN and MARISSA AMUTAL, of Akerman LLP,
as 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 Rezoning under the requirements of the City of
Miami Code of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards,
for the Miami Design District Retail Street Special Area Plan in Miami, Florida, giving and granting
unto NEISEN O. KASDIN and MARISSA AMUTAL 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 application as fully, to all intents and purposes, as he might or could do if personally
present, 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 i 0 day of
June, 2020.
Signed and delivered in the presence of:
Witness Signature
/ crbc 9rL)t
Witness Name
CJcLC4UL
rRn z
Witness Signature
�)ici IOniSO
Witness Name
TINY D
LLC, by
its m
We W
S-kvem
Ci1Ei,J
UISITIONS
dust Manager LLC,
Print Name
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing Certificate was acknowledged before me by / physical presence or
on-line notarization this 1 1 day of June, 2020 by Steven Gretenstein, Vice President of
MDDA Stardust Manager LLC, a Delaware limited liability company, on behalf of that company
in its capacity as the Manager of Tiny Dancer Acquisitions LLC, a Delaware limited liability
company, on behalf of that company. He is personally known to me.
WILLA OLOAA�
NOTARY PUBLIC
Print Name: n 1 i ,A1S0
My commission expires:
,;.1ks 4LICIA ALONSO
MY COMMISSION # GG087791
44 FLIP
EXPIRES April 18, 2021
Detail by Entity Name Page 1 of 2
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MDDA MORNING DEW, LLC
Filing Information
Document Number M13000003644
FEI/EIN Number 80-0935808
Date Filed 06/10/2013
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA PHASE III HOLDINGS, LLC
3841 NE 2ND AVE., STE-400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 01/11/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
01/11/2018 --ANNUAL REPORT
View image in PDF format
View image in PDF format
View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 10/27/2020
Detail by Entity Name Page 1 of 2
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MDDA PHASE III HOLDINGS, LLC
Filing Information
Document Number M13000003095
FEI/EIN Number 90-0998004
Date Filed 05/15/2013
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 N.E. 2ND AVE. SUIET 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
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Florida Department of State, Division of Corporations
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DIVISION OF CORPORATIONS
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Detail by Entity Name
Foreign Limited Liability Company
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
Filing Information
Document Number M10000004818
FEI/EIN Number 27-3946312
Date Filed 11/01/2010
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MIAMI DESIGN DISTRICT ASSOCIATES, LLC
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Miami Design District As:
Search
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Title P
ROBINS, CRAIG
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title VP
GRETENSTEIN, STEVEN
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 -- ANNUAL REPORT
02/14/2019 -- ANNUAL REPORT
02/22/2018 -- ANNUAL REPORT
03/27/2017 -- ANNUAL REPORT
04/07/2016 -- ANNUAL REPORT
04/27/2015 -- ANNUAL REPORT
04/14/2014 -- ANNUAL REPORT
04/10/2013 -- ANNUAL REPORT
04/05/2012 --ANNUAL REPORT
06/27/2011 -- ANNUAL REPORT
03/29/2011 --ANNUAL REPORT
11/01/2010 -- Foreign Limited
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Florida Department of State, Division of Corporations
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MIAMI DESIGN DISTRICT ASSOCIATES, LLC
Filing Information
Document Number M12000002701
FEI/EIN Number 27-3946228
Date Filed 05/15/2012
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title MGR
HORTION, ALAIN
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Title MGR
GRETENSTEIN, STEVEN
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
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Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
03/27/2017 --ANNUAL REPORT
04/07/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
05/21/2013 --ANNUAL REPORT
05/15/2012 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
UPTOWN GIRL DEVELOPMENT, LLC
Filing Information
Document Number M12000005412
FEI/EIN Number 46-1722136
Date Filed 09/27/2012
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
09/27/2012 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
DACRA DESIGN 4141 LLC
Filing Information
Document Number M08000003822
FEI/EIN Number 26-2947879
Date Filed 08/19/2008
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
DACRA 4141 MANAGING MEMBER, INC.
3841 NE 2ND AVENUE, STE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 01/09/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
01/09/2018 --ANNUAL REPORT
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04/14/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/11/2014 --ANNUAL REPORT
04/09/2013 --ANNUAL REPORT
04/05/2012 --ANNUAL REPORT
03/28/2011 --ANNUAL REPORT
03/12/2010 --ANNUAL REPORT
04/27/2009 --ANNUAL REPORT
08/19/2008 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Florida Profit Corporation
DACRA 4141 MANAGING MEMBER, INC.
Filing Information
Document Number
FEI/EIN Number
Date Filed
State
Status
Last Event
Event Date Filed
Event Effective Date
Principal Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
P08000060930
26-2943656
06/23/2008
FL
ACTIVE
AMENDMENT
12/07/2012
NONE
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Officer/Director Detail
Name & Address
Title D
ROBINS, CRAIG
3841 NE 2ND AVENUE #400
MIAMI, FL 33137
Title D
GRETENSTEIN, STEVEN
3841 NE 2ND AVENUE, SUITE 400
MIAMI, FL 33137
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Annual Reports
Report Year Filed Date
2018 01/11/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
01/11/2018 --ANNUAL REPORT
03/23/2017 --ANNUAL REPORT
04/14/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/09/2013 --ANNUAL REPORT
12/07/2012 --Amendment
03/29/2012 --ANNUAL REPORT
03/28/2011 --ANNUAL REPORT
03/12/2010 --ANNUAL REPORT
04/27/2009 --ANNUAL REPORT
06/23/2008 -- Domestic Profit
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
TINY DANCER ACQUISITIONS, LLC
Filing Information
Document Number M12000006895
FEI/EIN Number 46-1744850
Date Filed 12/11/2012
State DE
Status ACTIVE
Last Event LC AMENDMENT
Event Date Filed 12/12/2012
Event Effective Date NONE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA STARDUST MANAGER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/27/2018
2019 02/14/2019
2020 02/04/2020
Document Images
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02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/27/2018 --ANNUAL REPORT
03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
12/12/2012 -- LC Amendment
12/11/2012 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MDDA STARDUST MANAGER, LLC
Filing Information
Document Number M12000005111
FEI/EIN Number 46-1340469
Date Filed 09/11/2012
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA STARDUST MEMBER LLC
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
09/11/2012 -- Foreign Limited
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DIVISION OF CORPORATIONS
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Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Limited Liability Company
MDDA STARDUST MEMBER, LLC
Filing Information
Document Number M12000005112
FEI/EIN Number 46-1321822
Date Filed 09/11/2012
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBBINS, CRAIG
3841 NE 2ND AVENUE
SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/27/2018
2019 02/14/2019
2020 02/04/2020
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02/04/2020 -- ANNUAL REPORT
02/14/2019 -- ANNUAL REPORT
02/27/2018 -- ANNUAL REPORT
03/27/2017 -- ANNUAL REPORT
04/22/2016 -- ANNUAL REPORT
04/27/2015 -- ANNUAL REPORT
04/14/2014 -- ANNUAL REPORT
04/10/2013 -- ANNUAL REPORT
09/11/2012 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
SUN KING, LLC
Filing Information
Document Number M13000003625
FEI/EIN Number 80-0935836
Date Filed 06/10/2013
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA PHASE III HOLDINGS, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/27/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/27/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
OAK PLAZA ASSOCIATES (DEL.) LLC
Filing Information
Document Number M10000004831
FEI/EIN Number 43-1959086
Date Filed 11/01/2010
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 N.E. 2ND AVE. SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
04/06/2012 --ANNUAL REPORT
07/29/2011 --ANNUAL REPORT
11/01/2010 -- Foreign Limited
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DIVISION OF CORPORATIONS
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Detail by Entity Name
Foreign Limited Liability Company
NORWEGIAN WOOD ACQUISITIONS, LLC
Filing Information
Document Number M11000004632
FEI/EIN Number 37-1654504
Date Filed 09/15/2011
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA SWEET BIRD MANAGER LLC
3841 NE 2ND AVE STE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/27/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/27/2018 --ANNUAL REPORT
03/27/2017 --ANNUAL REPORT
04/07/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
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04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
04/06/2012 --ANNUAL REPORT
09/15/2011 -- Foreign Limited
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Florida Department of State, Division of Corporations
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MDDA SWEET BIRD MANAGER, LLC
Filing Information
Document Number M11000004634
FEI/EIN Number 45-3265727
Date Filed 09/15/2011
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGRM
MDDA SWEET BIRD MEMBER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/07/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
07/06/2012 --ANNUAL REPORT
09/15/2011 -- Foreign Limited
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DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
MDDA SWEET BIRD MEMBER, LLC
Filing Information
Document Number M11000004644
FEI/EIN Number 45-3265528
Date Filed 09/15/2011
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVENUE, STE. 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 02/22/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
02/22/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/07/2016 --ANNUAL REPORT
04/27/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
07/06/2012 --ANNUAL REPORT
09/15/2011 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
LOVELY RITA ACQUISITIONS, LLC
Filing Information
Document Number M11000004635
FEI/EIN Number 45-2612664
Date Filed 09/15/2011
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MDDA SWEET BIRD MANAGER, LLC
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 01/12/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
01/12/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/07/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
04/05/2012 --ANNUAL REPORT
09/15/2011 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name Page 1 of 2
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
HALF -CIRCLE PROPERTY (DEL.) LLC
Filing Information
Document Number M10000004811
FEI/EIN Number 65-0986414
Date Filed 11/01/2010
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER
3841 NE 2ND AVE, SUITE 400
MIAMI, FL 33137
Annual Reports
Report Year Filed Date
2018 01/11/2018
2019 02/14/2019
2020 02/04/2020
Document Images
02/04/2020 --ANNUAL REPORT
02/14/2019 --ANNUAL REPORT
01/11/2018 --ANNUAL REPORT
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03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
04/10/2013 --ANNUAL REPORT
04/05/2012 --ANNUAL REPORT
07/29/2011 --ANNUAL REPORT
11/01/2010 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name
Page 1 of 1
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
4200 ASSOCIATES, LLC
Filing Information
Document Number M20000001344
FEI/EIN Number NONE
Date Filed 01/28/2020
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/28/2020 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name
Page 1 of 1
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
JUNGLE PLAZA, LLC
Filing Information
Document Number M20000001332
FEI/EIN Number NONE
Date Filed 01/31/2020
State DE
Status ACTIVE
Principal Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Mailing Address
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 N.E. 2ND AVENUE, SUITE 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER,
3841 N.E. 2ND AVE., STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/31/2020 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name
Page 1 of 1
Florida Department of State
Department of State / Division of Corporations / Search Records / Search by Entity Name /
DIVISION OF CORPORATIONS
Detail by Entity Name
Foreign Limited Liability Company
PARADISE PLAZA ASSOCIATES, LLC
Filing Information
Document Number M20000001346
FEI/EIN Number NONE
Date Filed 01/31/2020
State DE
Status ACTIVE
Principal Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Mailing Address
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Registered Agent Name & Address
ROBINS, CRAIG
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Authorized Person(s) Detail
Name & Address
Title MGR
MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC
3841 NE 2ND AVE, STE. 400
MIAMI, FL 33137
Annual Reports
No Annual Reports Filed
Document Images
01/31/2020 -- Foreign Limited
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Florida Department of State, Division of Corporations
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Detail by Entity Name Page 2 of 2
03/27/2017 --ANNUAL REPORT
04/22/2016 --ANNUAL REPORT
04/24/2015 --ANNUAL REPORT
04/14/2014 --ANNUAL REPORT
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Florida Department of State, Division of Corporations
http://search. sunbiz. org/Inquiry/CorporationSearch/SearchResultDetail? inquirytype=Entit... 10/27/2020