Resolution 2020-31355R E S O L U T IO N N O . 2020-31355
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH,FLORIDA, FOLLOWING A DUL Y NOTICED PUBLIC
HEARING, AS REQUIRED PURSUANT TO SECTION 82-93(b), FINDING
THAT THE CRITERIA SET FORTH IN SECTION 82-94 OF THE CITY CODE
HAS BEEN SATISFIED, AND APPROVING A REVOCABLE PERMIT
REQUEST BY WASHINGTON AVENUE ASSOCIATES, LLC, (THE
"APPLICANT") FOR THE PROPERTY LOCATED AT 915 WASHINGTON
AVENUE, MIAMI BEACH (THE "PROPERTY") TO ALLOW FOR TWO (2)
CANOPY ENCROACHMENTS INTO THE RIGHT OF WAY, FOR A TOTAL OF
156.56 SQUARE FEET; AND AUTHORIZING THE MAYOR AND THE CITY
CLERK TO EXECUTE THE REVOCABLE PERMIT.
WHEREAS, Washington Avenue Associates, LLC. (the "Applicant"), is requesting a
revocable permit for the property located at 915 Washington Avenue, Miami Beach (the
"Property"), to allow for two (2) canopy encroachments into the right of way, for a total of 156.56
square feet, for hotel use and to provide signage and shade structure; and
WHEREAS, given the fact that the building is part of an existing structure and designed
in an urban capacity fronting the right-of-way, the hotel is not readily identifiable; and
WHEREAS, the hotel use on the Property will have a need to indicate where it is located,
and thus it is essential that this small sign clearly demarcate that the hotel associated with the
structure is accessible from Washington Avenue; and
WHEREAS, the success of any business relies, in part, on providing signage that is
clearly visible and identifiable; and
WHERAS, the Property is also located in an area where vehicular traffic is prominent;
and
WHEREAS, the proposed visible signage is critical and the signage complies with all City
regulations; and
WHEREAS, the Property, which is identified by Miami-Dade Tax Folio No. 02-3234-008-
1400, is located on the east side of the Washington Avenue between 9" and 10 Streets; and
WHEREAS, the Property is located within the CD-2 zoning district; and
WHEREAS, the one-story commercial structure in the Property was built in 1937 and is
approximately 22,030 square feet in size; and
WHEREAS, pursuant to PB0616-0033, the Property was approved for a Conditional Use
Permit ("CUP") for the construction of a new seven (7) story hotel development exceeding 50,000
square feet including a Neighborhood Impact Establishment with outdoor entertainment in 2017;
and
W HER EA S, the Historic Preservation Board (HPB) approved HPB01716-0046 for a
Certificate of Appropriateness ("COA") for the substantial demolition, renovation and restoration
of the existing structures and the construction of a new 7-story ground level addition; and
WHEREAS, pursuant to Section 82-93(a) of the City Code, notices of the public
hearing have been mailed to owners of land lying within 375 feet of the existing permit area
at least 15 days prior to the public hearing; and
WHEREAS, pursuant to Section 82-94 of the City Code, the City Commission shall
review the revocable permit request and determine whether the request shall be granted or
denied following the public hearing; and
WHEREAS, Public Works has analyzed the criteria contained in Sections 82-94; a
summary of the Public Works Department's review and recommendation to grant the revocable
permit request is set forth in the Commission Memorandum accompanying this Resolution, which
Memorandum is incorporated by reference herein.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, following a duly noticed public hearing, as required
pursuant to Section 82-93(b), finding that the criteria set forth in Section 82-94 of the City Code
has been satisfied, and approving a revocable permit request by Washington Avenue
Associates, LLC, (the "Applicant") for the property located at 915 Washington Avenue, Miami
Beach (the "Property") to allow for two (2) canopy encroachments into the right of way, for a
total of 156.56 square feet; and authorizing the Mayor and the City Clerk to execute the revocable
permit.
PASSED and ADOPTED hs ?f aar «ly .202o.
DAN GELBER, MAYOR
ATTEST:
· CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION -.± tel"
City Attorney Date
R e s ol uti on s -R 7 ]
MIAMI BEAC H
COMMISSION MEMORANDUM
TO:
FROM:
DATE:
Honorable Mayor and Members of the City Commission
Jimmy L. Morales, City Manager
July 29, 2020
1 :35 p.m. Public Hearing
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, FOLLOWING A DULY NOTICED PUBLIC
HEARING, AS REQUIRED PURSUANT TO SECTION 82-93(8), FINDING
THAT THE CRITERIA SET FORTH IN SECTION 82-94 OF THE CITY CODE
HAS BEEN SATISFIED, AND APPROVING A REVOCABLE PERMIT
REQUEST BY WASHINGTON AVENUE ASSOCIATES, LLC, (THE
"APPLICANT") FOR THE PROPERTY LOCATED AT 915 WASHINGTON
AVENUE, MIAMI BEACH (THE "PROPERTY'') TO ALLOW FOR TWO (2)
CANOPY ENCROACHMENTS INTO THE RIGHT OF WAY, FOR A TOTAL OF
156.56 SQUARE FEET; AND AUTHORIZING THE MAYOR AND THE CITY
CLERK TO EXECUTE THE REVOCABLE PERMIT.
RE COM MENDATION
The Administration recommends approving the revocable permit.
BACKGROUND/HISTORY
Washington Avenue Associates, LLC. (the "Applicant"), is requesting a revocable permit for the
property located at 915 Washington Avenue, Miami Beach (the "Property"), to allow for two (2)
canopy encroachments into the right of way by 4 .17 feet, for a total of 156 .56 square feet.
Attached is a rendering and sketch of the proposed encroachments.
The Property, which is identified by Miami-Dade Tax Folio No. 02-3234-008-1400, is located on
the east side of the Washington Avenue between 9 and 10h Streets. The Property is located
within the CD-2 zoning district. The one-story commercial structure on the Property was built in
1937 and is approximately 22,030 square feet in size.
Pursuant to PB0616-0033, the Property was approved for a Conditional Use Permit ("CUP")
for the construction of a new seven (7) story hotel development exceeding 50,000 square feet
including a Neighborhood Impact Establishment with outdoor entertainment. In 2017, the
Historic Preservation Board (HPS) approved HPB01716-0046 for a Certificate of
Appropriateness ("COA") for the substantial demolition, renovation and restoration of the
existing structures and the construction of a new 7 -story ground level addition.
Page 1721 of 2461
ANALYSIS
Pursuant to Section 82-93(a) of the City Code, notices of the public hearing have been mailed
to owners of land lying within 375 feet of the existing permit area at least 15 days prior to the
public hearing. Public Works has analyzed the criteria contained in Sections 82-94.
Additionally, Pursuant to Section 82-94, of the City Code, the City Commission shall review the
revocable permit request and determine whether the request shall be granted or denied based
upon the following criteria:
• The Applicant's need is substantial.
The Applicant respectfully requests the revocable permit in order to provide an encroachment of
a metal canopy over the sidewalk for hotel use to provide signage and shade structure. Given
the fact that the building is part of an existing structure and designed in an urban capacity
fronting the right-of-way, the hotel is not readily identifiable. However, the hotel use on the
Property will have a need to indicate were it is located, and thus it is essential that this small
sign clearly demarcate that the hotel associated with the structure is accessible from
Washington Avenue. The success of any business relies, in part, on providing signage that is
clearly visible and identifiable. The Property is also located in an area where vehicular traffic is
prominent. Therefore, visible signage is critical. The proposed signage complies with all City
regulations and provides the necessary visibility to make this a successful site.
• The Applicant holds title to an abutting property.
The Owner is the Applicant for the revocable permit and holds title to the Property.
• The proposed improvements will comply with applicable codes, ordinances, regulations,
neighborhood plans and laws.
The proposed hotel sign will comply with applicable codes, ordinances, regulations,
neighborhood plans and laws, as evidenced by the Planning Board (PB) and HPB approvals.
The Applicant has requested a revocable permit to ensure that encroachment of the existing
overhang and sign complies with the applicable regulations.
• The grant of the application will have no adverse effect on governmental/utility easements and
uses on the property.
The grant of the revocable permit will allow the Applicant to improve the Property with the
approved design and use. The encroachments will be installed at an appropriate height, allowing
for a minimum clearance of 9'4", which permits free pedestrian passage below the signage and
does not obstruct the right-of-way. The encroachment will have no adverse effect on
governmental/utility easements and uses on the property.
• That the grant of the revocable permit 'Nill enhance the neighborhood and/or community by
such amenities as, for example, enhanced landscaping, improved drainage, improved lighting,
and improved security.
The proposed encroachment will allow for the use of the Property as approved by the PB and
the HPB. Additionally, the Applicant is providing public benefits through the use of protection
from the elements, including sun and rain, to complement the structure that is compatible with
pedestrianism and an urban environment. The approved development will make better use of
the Property and improve the pedestrian experience of the neighborhood.
Page 1722 0f 2461
• That granting the re vocable perm it requested wi ll not confe r on the applicant any special
privilege tha t is denied by this article to other own er of land , stru ctures or building s subject to
similar conditions located in the sam e zoning district.
G ranting the revocable perm it wi ll no t confer any special privilege upon th e Applicant. Any
pro perty own er wi thin the City of Miami Beach can apply for a revocable perm it pro vided that the
applica tion meets th e criteria stat ed in the Code, does no t interfere wi th th e utiliza tion of public
pro perty , and enhances the community .
• That gra nting th e re vocable perm it wi ll be in harm ony with the general intent and purpose of this
article, and that such revocable permit will not be injurious to surrounding properties, the
neighborhood, or otherwise detrimental to the public welfare.
Granting the revocable permit will not devalue any of the adjacent properties and will not have a
detrimental effect on the public welfare. In fact, it will allow for an improved design upon the
Property and a favorable use in the neighborhood, while providing protection to patrons of the
building.
CONCLUSION
The Administration recommends approving the resolution.
Applicable Area
South Beach
ls this a "Residents Right
to Know" item, pursuant to
City Code Section 2-142
Yes
Legislative Tracking
Public Works
Does this item utilize G.O,
Bond Funds?
No
ATTACHMENTS;
Description
o A-LETTER OF INTENT
o B- PERMIT APPLICATION
o C-SKETCH AND LEGAL
Do D- RENDERINGS
o E-LIABILITY INSURANCE AGREEMENT
0 915 Washington Reso Form Approved
Page 1723 of 2461
A- LETTER O F INTENT
' BERCOW RADELL FER NAN DEZ LARKIN &, TAPANES
ZONING. LAND USE AND ENVIRONMENTAL LAW
IRECT LINE: (305) 377-6233
E-Mail: Genn@BRZoningaw_com
VIA HAND DELIVERY & EMAIL
June 4, 2020
Roy Coley, Director
Public Works Department
City of Miami Beach
1700 Convention Center Drive, 44 Floor
Miami Beach, Florida 33139
Re: Letter of Intent for Revocable Permit Application for 915 Washington
A venue, Miami Beach FL
Dear Roy:
This law firm represents Washington Avenue Associates, LLC., the
applicant and owner (the "Owner") with regards to the captioned property (the
"Property"). The Applicant is seeking approval of a Revocable Permit to permit
the encroachment of a metal canopy over the sidewalk for a hotel use. The Owner
has consented to the Application as the signatory of the Revocable Permit
application. This request is in compliance with development approvals granted
by the Planning Board ("PB") on November 15, 2016 and Historic Preservation
Board ("HPB") February 14, 2017.
Property Description. The Property, which is identified by Miami-Dade
Tax Folio No. 02-3234-008-1400, is located on the east side of the Washington
Avenue between 9 Street and 10 Street. The Property is located within the CD-2
zoning district. The one-story commercial structure on the Property was built in
1937 and is approximately 22,030 square feet in size.
Approved Development. Pursuant to PB16-0033, the Property was
approved for a Conditional Use Permit ("CUP") for the construction of a new
seven (7) story hotel development exceeding 50,000 square feet including a
Page 1724 of 2461
Roy Coley, Director
June 4, 2020
Page 2 of 4
neighborhood impact establishment with outdoor entertainment. In 2017, the HPB
approved HPB17-0046 for a Certificate of Appropriateness ("C OA") for the
substantial demolition, renovation and restoration of the existing stru ctur es and
the construction of a new 7-story ground level addition.
Satisfaction of the Revocable Permit Criteria. The City Code pro vides the
ability to obtain a revocable permit for encroachments into the public rights of
way. Th e Applicant satisfies the revocable permit criteria stated in Section 82-94
of the City Code as follows:
• The Applicant's need is substantial.
The Applicant respectfully requests the revocable permit in order to
provide an encroachment of a metal canopy over the sidewalk for hotel use to
provide sign age and shade stru cture. Given the fact that the building is part of an
existing structure and designed in an urban capacity fronting the right-of-way, the
hotel is not readily identifiable. But, the hotel use on the Property will have a need
to indicate where it is located, and thus it is essential that this small sign clearly
demarcate that the hotel associated with the structure is accessible from
Washington Avenue. The success of any business relies, in part, on pro viding
sign age that is clearly visible and identifiable. The Property is also located in an
area where vehicular traffic is prominent. Therefore, visible sign age is critical. Th e
proposed sign age comp lies with all City regu lations and provides the necessary
visibility to make this a successful site.
• The Applicant holds title to an abutting property.
The Owner is the Applicant for the revocable permit and holds title to the
Property.
• The proposed improvements will comply with applicable codes,
ordinances, regulations, neighborhood plans and laws.
Th e proposed hotel sign will comply with applicable codes, ordinance s,
regulations, neighborhood plans and laws, as evidenced by the PB and HPB
approvals. The Applicant has requested a revocable permit to ensure that
encroachment of the existing overhang and sign complies with the applicable
regulations.
Page 1725 of 2461
R o y C o ley , D irector
Ju n e 4, 2020
Page 3 of 4
• The grant of the application will have no adverse effect on
governmental/utility easements and uses on the property.
Th e gr ant of th e rev ocab le perm it w ill allow th e A pplican t to im pro ve the
Pro p erty w ith th e app ro ved design an d use. Th e en cro achm ents w ill be installed
at an ap p ro p riate h eig h t, all o w in g fo r a m inim um cl earan ce of 94", w hich perm its
fr ee p ed estrian passage below the sign ag e an d does not obstru ct the right-of-w ay.
T h e encroachm ent w ill hav e no ad verse eff ect on govern m en tal/ utility easem en ts
and uses on the pro p er ty .
• That the grant of the revocable permit will enhance the
neighborhood and/or community by such amenities as, for
example, enhanced landscaping, improved drainage, improved
lighting, and improved security.
Th e p ro posed en cro ach m ent w ill allow fo r the use of th e Pro perty as
ap p ro v ed by the PB an d th e HPB. A dditi onally, the A pplicant is pro viding public
ben efit s th ro u g h th e use of p ro tection fr om the elem ents, incl u din g sun and rain,
to com p lem en t th e stru ctu re that is com patible w ith ped estrian ism and an ur ban
env iro nm ent. T h e ap p ro ved dev elopm ent w ill m ake better use of th e Pro perty and
im p rove th e p edestr ian exp erience of th e neigh borhood .
• That granting the revocable permit requested will not confer on
the applicant any special privilege that is denied by this article to
other owner of land, structures or buildings subject to similar
conditions located in the same zoning district.
G rantin g th e revocab le perm it w ill not co nf er an y special privilege upon
the A p p li cant. A ny pro perty ow ner w ith in the C ity of M iami Beach can apply fo r
a revocable p erm it pro vided that the application m eets th e criteri a stated in the
C ode, does n ot interfere w ith th e utilization of public p ro p erty, and enh ances the
co mm u n ity .
• That granting the revocable permit will be in harmony with the
general intent and purpose of this article, and that such revocable
permit will not be injurious to surrounding properties, the
neighborhood, or otherwise detrimental to the public welfare.
G ranti ng th e rev ocab le perm it w ill not d evalue an y of the adjacent
p ro p erties and w ill not hav e a detr im ental eff ect on the p ub lic w elfa re. In fa ct, it
Page 1726 0f 2461
R o y Coley, Director
June 4, 2020
Page 4 of 4
will allow for an improved design upon the Property and a favorable use in the
neighborhood, while providing protection to patrons of the building.
Conclusion. The approval of this revocable permit application is necessary
to successfully operate the Moxy Hotel at the Property. We respectfully request
your recommendation of approval for the revocable permit to allow the PB an HPB
approved use and design to be carried out. We believe that the granting of the
revocable permit is compatible with the City's requirements and will ultimately
result in a great improvement to the Property and the surrounding area. As
always, we look forward to your favorable review. Should you have any
questions, please do not hesitate to contact me at: (305) 377-6224.
Sincerely,
Graham Penn
Page 1727 0f 2461
MALA NAI BE A CH
B. PERMIT APPLICATION
City of Miami Beach, 1700 Convention Center Drve, Miami each. Florida 33139. www.miamibeac!fl com
PUBLIC WORKS DEPARTMENT
Tel: 305-673-7080, Fax. 305-673-7028
PUBLIC W ORKS PERMIT APPLICATION
APPLICANT USE ONLY
COMPANY/INDIVIDUAL TO PERFORM WORK JOB DESCRIPTION OF PROPOSED WORK
CITY SLB_IP EDO I 1 MIAMI-DADE COUNTY STREET ADDRESS 915-955 Washington Avenue
----
NAME: Atlas Sian Industries WORK TO BE PERFORMED: INSTALL 24"x24"
ADDRESS: 1077 W. Blue Heron Blvd. West Palm Beach FL PROJECTING PARKING SIGN
PHONE 561-863-6659 START OF 3/272020
f
WORK. FAX/OFFICE. MONTH.DAY .YEAR
EMAIL: aina.p@ atlasbtw.com EST COMPLETION: 3/2/2020
MONT.DAY. YEAR
OFFICE USE ONLY RW P CRA NE BOND NO.
STANDARD REVIEW PAVING/RESURFACING
O LOCAL RD. $330.00 25 OR LESS $308.00
COLLECTOR RD $440.00 EACH ADO'L FT. $6.67( )
DO ARTERIAL RD. $1,029 00
O LINE AN D GRADE SURVEY
PRIORITY REVIEW 50' OR LESS $374 00
O LOCA RD. $396 00 EACH AD'LFT. $7 46 ( )
COLLECTOR RD $528 00
O ARTERIAL RO $1,029.00 O DRIVEWAYS $134.00( )
PARTIAL DAY FL UME (STORM SEWER) $308.00 ( )
O LOCAL RD $S165 00
COLLECTOR RD $220. 00 O UTILITY PLACEMENTS308.00 ( )
ADD' PER BLOCK S14.93( )
CONSECUTIVE MULTI-DAY $57 00 ( )
O LANDSCAPING WITHIN
0 BOCKING RIGHT OF WAY (LOCAL & COLLECTOR) PER TREE/BEDDING $107 00 ( )
( LF)Y$O. 26\ per day) o URBAN FORESTRY APPROVAL
( Sa FT)SO.O4X per day)
O UNDERGROUND SERVICE
BLOCKING RIGHT OF WAY (ARTERIAL) CONNECTION EACH $308 00 ( )
( F)YS2 58) per day)
( SQ. FT)Y$0 31) per day) 0 MONITOR WELLS $308.00( )
O STREET EXCAVATION REINSPECT1ON $118.00
50 OR LESS $37400
EACH ADD'L FT. $3.14( } O REVOCABLE PERMIT $4,269.00 ( )
PER ADRESS (375 R) $0.53( )
SIDEWALK REPAIR
50' OR LESS $308 00 BLOCKING RIGHT OF WAY APP. FEE $39.00
EACH ADD'LFT $3.14( ) a AFTER THE FACT FEE 4( )
PE RMIT EXT (90 DAYS) $134.00
SIDEWALK CONSTRUCTION
50' OR ESS $308.00 REFUNDABLE BOND: 500 1K 3 1500 3 2500 0 5K 3 10K
EACH ADD'LFT $314( )
SUB-TOTAL TOTAL
Page 1728 of 2461
tD - -
CITY OF MIAMI BEACH
APPLICATION FOR REVOCABLE PERMIT
FILE NO: _
DATE: ----------
• NAME OF APPLICANT:
Washington Avenue Associates, LLC
2. APPLICANT'S ADDRESS:
e/o The Lightstone Group 1985 Cedar Bridge Avenue, Suite I Lakewood NJ 0870 I
3. APPLICANT'S BUSINESS TELEPHONE:
c/o Graham Penn, Esq. (305) 374 5300
RESIDENCE TELEPHONE: NI A
4. ADDRESS AND LEGAL DESCRIPTION OF SUBJECT CITY PROPERTY:
ROW Adjacent to 915-955 Washington Avenue- see attached legal description.
5. ADDRESS AND LEGAL DESCRIPTION OF APPLICANT'S PROPERTY ABUTTING
SUBJECT CITY PROPERTY:
915-955 Washington Avenue. Lots 10- 15,Block 31 the Ocean Beach Addition No.2
Subdivision, recorded in Plat Book 2, Page 56 of the Public Records of Miami-Dade County,
Florida.
6. HAS A PUBLIC HEARING BEEN HELD PREVIOUSLY REGARDING THIS REQUEST?
YES NO X IF SO, WHEN: _
FILE NO. OF PREVIOUS REQUEST: _
7. BRIEFLY STATE REQUEST EXPLAINING THE REASON/NEED FOR THE
REVOCABLE PERMIT:
Permit is requested to allow for installation of metal canopy over sidewalk for hotel use
8. DOES THE REQUEST INVOLVE THE PLACEMENT OF OBJECTS OR STRUCTURES
ON THE SUBJECT PROPERTY? YES NO X
IF SO, BRIEFLY DESCRIBE THE OBJECTS/STRUCTURES: _
Page 1729 of 2461
9. NAME OF CONTRACTOR: G.T. McDonald Enterprises
ADDRESS: 400 S State Rd 7, Plantation, Florida 33317
BUSINESS TELEPHONE: (954) 584-3060
SEE THE A TT ACHED LIST FOR ITEMS TO BE SUBMITTED WITH THIS
APPLICATION (SECTION 82-92, ITEMS 1 THROUGH 9).
NO WORK SHOULD BE PERFORMED IN THE SUBJE CT CITY PROPERTY UNTIL
A REVOCABLE PERMIT APPROVED BY THE CITY COMMISSION IS OBTAINED.
IT IS THE RESPONSIBILITY OF THE OWNER AND/OR THE CONTRACTOR TO
OBTAIN THE REQUIRED PERMITS AND INSPECTIONS FOR ALL WORK ON THE
SUBJECT CITY PROPERTY. ALL WORK MUST COMP LY WITH THE
APPLICABLE CODES AND ORDINANCES.
ALL DAT A SUBMITTED IN CONNECTION WITH THIS APPLICATION BECOMES
A PERMANENT PART OF THE PUBLIC RECORDS OF THE PUBLIC WORKS
DEPARTMENT OF THE CITY.
Page 1730 of 2461
FI L E N O.
o
THE SUBJECT PROPERTY IS AT THE FOL L O WI N G S T R EE T A D DR E S S 9 15 -955 W ashin gt on A ven ue
M IAMI B E A CH , FL.
INS TR U C TI ON S;
CONPLETE O W N E R A FFID A VI T O R C O RP O R A T ION AFFIDA VIT, A S A PP L IC A B L E , A LS O , IF YO U
ARE GIVI NG POWER OF AT T O R N EY TO AN INDIVI DUAL TO REPRESENT YOU ON THIS
REQUEST, COMPLETE THE L A S T A F FI D A VI T.
OWNER AFFIDA VIT
h,,being first duly sw orn , dep ose and say th a t l am the owner of the pr;pet!y
described heremn and w h ich is th e sub j e ct m at ter of th e proposed hearing. th at all the ans w ers to the
questions in th is application and all sup p lem e ntal data atta ch e d to and m ad e a part of the apph c ation are
ho ne st a n d tr ue to th e be st of m y kn o wl e d g e and belie f.
S IG N A T U R E
S w o rn to and su b scrib ed to befo re m e
this d a y of.20
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LIMITED LIABILITY COMPANY AFFIDAVIT
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W a sh in g to n A ven u e A ssocia te s, LL C , an d as such , have been auth or ize d by the com pan y to file thu s
ap p lic a tio n for p ub lic he ar i n g; th a t all an sw ers to th e qu estion s in said ap p lic atio n and all suppl em en tal
da ta a tt a ch e d to an d m a de a pa rt of th us appl ic ation are hon est and true to the best of our knowl e dge and
be lie f; th a i said com p an y is th e ow ne r of the pro pert y describ ed herein a nd w hich is the subject m atter of
th e p ro p o se d hearing.
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OWNERIPOWER OF ATTORNEY AFFIDAVIT
l, Jo sep h E . T eichm an on behalf of Washington A ve nue A ssoci at es, LL C , being duly sworn, depose and
sa y th a t l am owner of th e de scri bed real property and th at l am aw a re of the nature and effect of th e
re q ue st for thi s re vo cab l e perm it, relat ive to m y prope rt y, wh ich is her e by m ade by m e or I have hereb y
aut h or iz e d B e rco w Radell Fe rnan d ez Larkin & Tap an es to be my legal represent ative befor e Me City
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C- SK ETCH AND LEGAL
SKETCH AN D LEGAL DESCRIPT ION
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D0ate:
Sua rez2020.06.24
19:1824-0400'
NOTICE:
Not corlete without all Pages. Page 1 of 4
LOCATION SKETCH
NOT TO SCALE
-THIS IS NOT A SURVEY.
SKETCH AND LEGAL DESCRIPTION
915 WASHINGTON AVENUE, MIAMI BEACH
MIAMI-DADE COUNTY. FLORIDA 33127
FOLIO 02-3234-008-1400
SECTION 34, TOWNSHIP 53 SOUTH, RANGE 42 EAST
DATE: MAY 22ND, 2020 REVISION. JUNE 24TI1, 2020
Page 1732 of 2461
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LEGEND
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P.O.T. Point of Termination
.O.Cc. Point of Commencement
P.. Plat Book
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R/w Right-of-Way
Sc. Section
TWP. Township
RGE. Range
@ Centerline
COR Corner
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by Oria J Suarez
S Oate: 2020.06.24 UareZ 1s.r9o9 .os0o
NOTICE:
Not complete without all Pages.
Page 2 of 4
SKETCH
-THIS IS NOT A
BOUNDARY SURVEY-
GRAPHIC SCALE
i I
0' 5' 10'
$CAEZ. 'C
SKETCH AND LEGAL DESCRIPTI ON
915 WASHINGTON AVENUE, MIAMI BEACH
MIAMI-DADE COUNTY, FLORIDA 33127
FOLIO # 02-3234-008-1400
SECTION 34, TOWNSHIP S3 SOUTH , RAN GE 42 EAST
DATE: MAY 22ND, 2020 REVISION: JUNE 24TH, 2020
Page 1733 of 2461
SK E T C H A N D L E G A L D E SC R IP TI O N
A portion of Washington Avenue (Pubic edicated Right--Of-Way), lying and
being in Section 34, Township 53 South, Range 42 East; being more
particularly described as follows:
COMMENCE at the Southwest corner of Lot 9, in Block 31, of OCEAN BEACH
FL_A. ADDITION NO. 2, according to the Plat thereof, as recorded in Plat
Book 2, at Page 56, of the Public Records of Miami-Dade County, Florida;
thence N12'OC'OO"E, long the Easterly Right-of- Way line of Washington
Avenue, a distance of '2833 feet to the POINT OF BEGINNING of the
hereinafter described parcel of /and; thence N78'Q0'0O"W, o distance of 4.17
feet; thence N!Q'OO'OO", along a line 417 feet West of and parallel with
the Easterly Right--of- Way line of Washington Avenue, a distance of 18.79
feet; thence S7800'00", a distance of 417 feet to the point of
intersection with the Easterly Right-of-Way 'ine of Washington Avenue, said
point hereinafter referred to as reference Point "A"; thence S12'00'00"W
along said Easterly Right-of-Way line of Washington Avenue, o distance of
18.79 feet to the POINT OF BEGINNING.
AND
COMMENCE at the aforementioned oit "A", thence N12'OO'OO"E, long the
Easterly Right-of-Way line of Washington Avenue, a distance of 5.63 feet
to the POINT OF BEGINNING of the hereinafter described parcei of and;
thence N78OO'OO"W, o distance of 4.17 feet; thence N12'QO'O"E, along a
line 4.17 feet West of and parallel with the Easterly Right-of-- Woy line of
Wasnington Avenue, a distance of 18.79 feet; thence S78'0O'OO", o
distance of 4.17 feet to the point of intersection with the Easterly
Right of--Way line of Washington Avenue; thence S1200'0O"W, along said
Easter'y Rignt-of-Way lire of Washington Avenue, c distance of 18.79 feet
to the POINT OF BEGINNING.
Ali said lond lying and being in Miami-Dade County, Florido; and containing
approximately 156.56 Square Feet more or less y calculations.
O , J Digitally signed [la yora)suarez
Date.
Suarez 20200624
19.19.47 -04'00
NOTICE:
Not complete without all ages
Page 3 of 4
LEGAL DESCRIPTION
-THIS IS NOT A SURVEY-
SKETCIL AND LEGAL DESCRIPTION
915 WASHINGTON AVENUE, MIAMI BEACH
MIAMI-DADE COUNTY, FLORIDA 33127
FOLIO # 02-3234-008-1400
SECTION 34, TOWNSHIP 53 SOUTH. RANGE 42 EAST
DATE: MAY 22ND, 2020 REVISION: JUNE 24TH, 2020
Page 1734 of 2461
S K E T C H AN D L E G A L D E S C R IP T IO N
SOURCES OF DATA:
The Legal escription of the Subject Parcels of Land was generated from information provided by the
client. In addition, the following sources of data were used to the extent required to complete this
document in a defensible manner. That is to say.
-North Arrow and Bearings refer to an assumed value of S12'OO'OO"W, along the Centerline of
Washington Avenue, Miami-Dade County, Florida. Said line is considered well established and
monumented.
- Cod File Sheet A3-OO Floor PIan Level 1, provided by client reflecting proposed awnings along
Washington Averue.
This Sketch ond Lego! escrition s certified to the City of Miari Beach.
LIMITATIONS:
Since no other information other than what is cited in the Sources of 0ta was furnished, the Client
is hereby advised that there may legal restrictions on the subject property that are not shown on
the Sketch that may be found in the Public Records of Miami-Dade County, or any other public and
private entities as their jurisdictions may appear. The Surveyor makes no representation as to
ownership or possession of the Subject Property by any entity or individual who may appear in public
records.
This document does not represent a field boundary survey of the described property, or any part or
parcel thereof.
This sketch is on accurate graphic depiction of the legal description to which it is attached as per
client's request.
SURVEYOR'S CERTIFICATE:
I hereby certify. That this "Sketch and Legal Description, was prepared under my direction and is
true and correct to the best of my knowledge and belief. Further, that said Sketch meets the intent
of the "Standards of Practice for Lond Surveying in the State of Florida, pursuant to Rule 50-17 of
the Florida Administrative Code and its implementing Rule, Chapter 472.027 of the Florida Statutes
wutn, s'i»Ers, ',p-..····.. '8$;¿ö;;¿}e.
s • 'o. %
2 " No. 6781 ", < Ins; o ws e OG ur So wo SED 9 - ,° ·0 pi k "u /Ou 4NT 5Uw2, PSu ON MM ATE ANCOT IO .o: 'a: /Mo ,n "0, [wrD CO O TS 00CO HE MOT CM6DERD
." STATE OF .gs /sad wo sou wo h€ scow4 tut wus x ,P,',"è"" io ON wr äfCmoc Ps ,y.,5ORIA..·<vs e ,e „e
,,"4 '····".O« '«o, suRV,s'
wt%
Project: 19-0040 Job: 200120 Sketch & Legal
J. BONFILL & ASSOCMATES, NC.
Florida Certificate of Authorization Number LB3398
7100 Southwest 99th Avenue, Suite 104
Miami, Florida 33173 Phone: 305.598.8383
Digitally signed
. by Oria J Suarez Oria J Suarez te. 2020.06.24
8y_. 19:20:21 -04'00'
Oria Jannet Suarez, P.S.M.
Professional Surveyor and Mapper No. 6781
State of Florida
June 24th, 202O
NOTICE: Not valid without the signature and original raised sea! of a Florido Licensed Surveyor and
Mapper. Additions or deletions to Survey Maps and Reports by other than the signing party are
prohibited without the written consent of the signing party. This document consists of multiple
Exhibits and Sheets. Each Sheet as incorporated therein shall not be considered full, void and
complete unless attached to the others. This Notice is required by Rule 5J--17 of the Florido
Administrative Code.
NOTICE:
Not complete without all Pages.
Page 4 of 4
SUR VEYOR'S NOTES
-THIS IS NOT A SURVEY-
SKETCH AND LEGAL DESCRIPTION
915 WASHINGTON AVENUE , MIAMI BEACH
MIAMI-DADE COUNTY, FLORIDA 33127
FOLIO # 02-3234-008-1400
SECTION 34, TOWNSHIP 53 SOUTH, RANGE 42 EAST
DATE: MAY 22ND, 2020 REVISION: JUNE. 2411. 2020
Page 1735 of 2461
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E- LIABILITY INSURANCE AGREEMENT
A M E N D E D A N D R E S T A T ED LI M ITE D LIAB ILI T Y C OM P A N Y A G RE E M E N T
O F
W A S H IN G T O N A V E . A SSO C IA T E S LL C
T h is A m end ed an d R estated L im ited Liability C om pany A greem ent (together w ith the
sch edu les att ach ed hereto, this "A gre em en t") of W A SH IN G TO N A V E . A SSO C IA T E S LL C
(th e "C om p an y"), is en tered into as of D ecem ber 7, 2018 by W ashington A ve. M em ber LL C , as
the so le equity m em ber (th e "M em b er"). C apital ized term s used and not otherw ise defined
herein have the m ean ings set fo rt h on Schedule A hereto.
W H E RE A S, th e C om pany w as fo rm ed as a lim ited liability com pany pur suant to and in
acco rd an ce w ith th e D elaw are L im it ed Liabili ty C om pany A ct (6 D el. C .§ 18-101, et sea.), as
am end ed fr om tim e to tim e (th e "A ct) up on the fil ing and acceptance of a cert ifi cate of
fo rm atio n w ith, an d acceptan ce thereof by, the Secretary of State of the State of D elaw are on
M ay 26, 2016;
W H E RE A S, th e C om pany previously operated pur suant to that cert ain L im ited Liability
C o m pany A gr eem ent of the C om pany, dated as of June 16, 2016 executed by the M em ber and
E p hr aim A . S tem (as special m em ber and independent m anager) (th e "O ri ginal O pera ting
A gr eem en t");
WH E R E A S , th e M em ber desires to am end and restate the O riginal Op era ting A greem ent
in its entirety an d to con tinue the C om pany as a lim ited liability com pany fo r the purp oses and
on the term s an d co n ditions set fo rt h in this A greem ent.
N O W , TH E R E FO R E , the M em ber, intending to be legally boun d, hereby agr ees as
fo ll ow s:
Section l.
T he nam e o f the lim ited liability com pany continued hereby IS W ashington A ve.
A sso ciates LLC.
Secti on 2. P ri ncip al Business O ffi ce.
T he pri n cipal bu siness offi ce of the Com pany is located at 1985 C edar B ridge A venue,
Sui te l, L akew oo d, NJ 0870 I or such other location as m ay hereafter be determ ined by the
M em b er.
Section 3.
Sectio n 4.
R egistered O ffi ce.
T he ad dress of the registered offi ce of the Com pany in the State of D elaw are IS
C orp o ration S erv ice C o m pany, 251 L itt le F all s D rive, W ilm ington, D elaw are 19808.
R eg istered A gent.
LEG A L_U S_E # 137073927 4
Page 1740 of 2461
The nam e and addr ess of the registered agent of the Com pany fo r serv ice of pro cess on
the C om pany in the State of D elaw are is Corp oration Serv ice Com pany, 251 Little Falls D rive,
Wi lmin gton, Delaw are 19808.
Section 5.
Section 6.
Members.
(a) The mailing address of the Member is set forth on Schedule B
attached hereto. The Member continues to be admitted to the Company as a
member of the Company upon its execution of a counterpart signature page to
this Agreement.
(b) Subject to Section 9(d), the Member may act by written consent.
Certificates.
Raeesa Ibrahim is hereby designated as an "authorized person" within the meaning of the
Act, and has executed, delivered and filed the Certificate of Formation of the Company with the
Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with
the Secretary of State of the State of Delaware, her powers as an "authorized person" ceased, and
the Member thereupon became the designated "authorized person" and shall continue as the
designated "authorized person" within the meaning of the Act. The Member or an Officer shall
execute, deliver and file any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in Florida and in any other jurisdiction in
which the Company may wish to conduct business.
The existence of the Company as a separate legal entity shall continue until cancellation
of the Certificate of Formation as provided in the Act.
Effective as of the date hereof, all prior limited liability company agreements of the
Company, including, without limitation, the Original Operating Agreement, are hereby amended,
restated and replaced, in their entirety, by this Agreement and all of the respective rights,
interests, relationships, duties, obligations, responsibilities, agreements and commitments of the
Member and relating to the ownership, management, control and/or operation of the Company
and the Company's business shall hereinafter be as set forth herein. The existence of the
Company as a separate legal entity shall continue until cancellation of the Certificate of
Formation as provided in the Act.
Section 7. Purposes.
(a) The sole purpose to be conducted or promoted by the Company is
to engage in the following activities:
(i) owning, operating, developing, managing and
disposing of the Property;
2
LEGAL_US_E # 137073927.4
Page 1741 0f 2461
Sectio n 8.
(ii) to incur the O bligations and to perfo rm its
obli gations under the B asic D ocum ents; and
(iii) to engage in any law fu l act or activity and to exercise
any pow ers perm itt ed to lim ited liability com panies organized under
the law s of the State of D el aw are that are related or incidental to and
necessary , convenient or advisable fo r the accom plishm ent of the
above-m entioned purp oses (incl uding the entering into of interest
ra te or basis sw ap, cap, floor or collar agreem ents, curr ency
exchange agr eem ents or sim ilar hedging tra nsactions and refe rr al,
m anagem ent, serv icing and adm inistration agreem ents).
(b) Th e C om pany, and the M em ber, or any O ffi cer on behalf of the
C o m pany, m ay enter into and perfo rm the Basic D ocum ents and all
do cu m ents, agreem ents, cert ifi cates, or financing statem ents contem plated
th ereby or related thereto, all w ithout any fu rt her act, vote or appro val of any
M em ber, O ffi cer or other Person notw ithstanding any other pro vision of this
A gr eem ent, the A ct or applicable law , ru le or regu lation. T he fo regoing
authorization shall not be deem ed a restriction on the pow ers of the M em ber
or any O ffi cer to enter into other agreem ents on behalf of the C om pany.
P o w ers.
S u bject to Section 9(d), th e C om pany , and the M em ber and the O ffi cers of the C om pany
on beh alf of the C o m pany, (i) shall have and exercise all pow ers necessary , convenient or
incid ental to acco m pli sh its purp oses as set fo rt h in Section 7 and (ii) shall have and exercise all
of the pow ers and rig hts conferr ed upon lim ited liability com panies fa nn ed pursuant to the A ct.
Sectio n 9. M an ag em ent.
(a) M em ber. Subject to Section 9(d), the business and affairs of th e
C om pany shall be m anaged by or under the direction of the M em ber.
(b) Pow ers. Su bject to Section 9(d), th e M em ber shall have the pow er
to do any and all acts necessary , convenient or incidental to or fo r the
fu rt herance of the purp oses descri bed herein, incl uding all pow ers, statutory or
otherw ise. Subject to Section 7, th e M em ber has the authority to bind the
C o m p any.
(e) M em ber as A gent. T o the extent of its pow ers set fo rt h in this
A greem ent and subject to Sectio n 9(d ), the M em ber is an agent of the
C o m p any fo r the purp ose of the C om pany's business, and the actions of the
M em ber taken in accordance w ith such pow ers set fo rt h in this A greem ent
shall bind the C om pany. The M em ber shall exercise its authori ty as such in
3
LEGAL_US_E # 1370739274
Page 17 42 0f 2461
its c a p a c ity a s a m e m b e r o f th e C o m p a n y . T h e C o m p an y sh a ll n o t h a v e a n y
"m a n a g e r s " w ith in th e m e a n in g o f S e c tio n 18 -1 0 1 ( 1 O ) o f th e A c t.
(d ) Li mit at i on s o n th e C o m p a n y 's A c tiv itie s .
(i) T h is S e c ti o n 9 (d ) is b e in g a d o p te d in o r d e r to c o m p ly
w ith c e rt a in p ro v is io n s re q u ir e d in o r d e r to q u a li fy th e C o m p a n y a s
a "sp e c ia l p ur p o s e" en t i ty.
(ii) T h e M e m b e r sh a ll n o t, so lo n g a s a n y O b li g a ti o n is
o u ts ta n d in g , a m e n d , alter, change or repeal Sections S(c), 7, 8, 9, I6,
20, 2 l, 22, 23, 24, 25, 26, 29 or 31 or Schedule A of this
Agreement. Subject to this Section 9(d), the Member reserves the
right to amend, alter, change or repeal any provisions contained in
this Agreement in accordance with Section 31.
(iii) Notwithstanding any other provision of this
Agreement and any provision of law that otherwise so empowers
the Company, the Member, any Officer or any other Person, neither
the Member nor any Officer nor any other Person shall be
authorized or empowered, nor shall they permit the Company,
without the prior unanimous written consent of the Member, to take
any Material Action.
(iv) The Member shall cause the Company to do or cause
to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises.
The Member also shall not cause the Company to:
(A) fail to be organized solely for the purpose
of (i) owning, operating, acquiring, developing,
constructing, leasing, financing and/or selling of the
Property, (ii) entering into the Basic Documents to which
it is a party, and/or (iii) engaging in any activity that is
incidental, necessary or appropriate to accomplish the
foregoing;
(B) engage in any business or
than owning, operating, acquiring,
constructing, leasing, financing and/or
Property, and activities incidental thereto;
activity other
developing,
selling the
(C) own any material assets other than (i) the
Property, and (ii) such incidental Personal Property as
may be necessary for the operation of the Property;
4
LEGAL_US_E # 137073927.4
Page 1743 0f 2461
(D) merge into or consolidate with any Person,
to the fullest extent permitted by law, dissolve, terminate,
wind up or liquidate in whole or in part, transfer or
otherwise dispose of all or substantially all of its assets or
change its legal structure;
(E) fail to preserve its ( 1) existence as an entity
duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization or
formation, and (2) qualification to do business in the state
where the Property is located;
(F) without the prior written consent of
Lender, amend, modify, terminate or fail to comply with
the provisions of the Company's organizational
documents or the Member's organizational documents, as
the case may be;
(G) own, form or acquure any subsidiary or
make any investment in, any Person;
(H) . commingle its assets with the assets of any
of its equitable or beneficial owners, affiliates, principals
or of any other Person nor fail to hold all of its assets in its
own name;
(I) incur any Debt other than the other than the
Indebtedness and Permitted Debt, and the debt evidenced
by the Existing Note (which debt is repaid on the Closing
Date);
(J) intend to become insolvent (provided that
for purposes of this clause (j) during the construction of
the Borrower Improvements, Guarantor's assets shall be
calculated with the Company's assets solely to determine
solvency) or intend to fail to pay its debts and liabilities
from its assets as the same shall become due; provided,
however, that the Member shall not be obligated to make
additional capital contributions to the Company beyond
their initial capital contributions;
(K) fail to maintain its records, books of
account and bank accounts separate and apart from those
of the equitable or beneficial owners, principals and
affiliates of the Company, the affiliates of an equitable or
5
LEGAL_US_E 1370739274
Page 1744 of 2461
beneficial ow ner or principal of the C om pany and any
other Person; pro vided, how ever that the C om pany's
assets m ay be included in a consolidated financial
sta tem ent of its affil iate so long as appro priate notation
shall be m ade on such consolidated financial statem ents to
indicate the separateness of the Com pany and such
affil iates and to indicate that the C om pany's assets and
credit are not available to satisfy the debts and other
obligations of such affil iates or any Person;
(L) except with respect to any contract or
agreement expressly identified in this Agreement, enter
into any contract or agreement with any equitable or
beneficial owner, principal or affiliate of the Company, as
the case may be, any Guarantor, or any equitable or
beneficial owner, principal or affiliate thereof, except
upon terms and conditions that are intrinsically fair,
commercially reasonable and substantially similar to those
that would be available on an arm's-length basis with
third parties other than any equitable or beneficial owner,
principal or affiliate of the Company, any Guarantor or
any equitable or beneficial owner, principal or affiliate
thereof;
(M) to the fullest extent permitted by law, seek
the dissolution or winding up in whole, or in part, of the
Company;
(N) fail to make reasonable efforts to correct
any known misunderstandings regarding the separale
identity of the Company from any equitable or beneficial
owner, principal or affiliate thereof or any other Person;
(O) guaranty or become obligated for the debts
of any other Person or hold out its credit as being
available to satisfy the debts of another Person;
(P) make any loans or advances to any third
party, including any equitable or beneficial owner,
principal or affiliate of the Company or any equitable or
beneficial owner, principal or affiliate thereof (other than
accounts receivable under contracts, in the ordinary
course), nor buy or hold evidence of indebtedness issued.
by any other Person ( other than cash or investment grade
securities);
6
LEGAL US_E 137073927.4
Page 1745 of 2461
(Q) file its own tax returns, nor file a
consolidated federal income tax return with any other
entity, except to the extent required or perm itted by
applicable law (including if the Company is treated as a
"disregarded entity" for tax purposes and is not required
to file tax returns under any applicable law); pro vided,
however, that the foregoing shall not require the M ember
or any direct or indirect interest holders in the Company
to mak e additional capital contributions to the Company
beyond their initial capital contributions;
(R) fail to hold itself out to the public as a legal
entity separate and distinct from any other Person;
(S) fail to conduct its business solely in its own
name, mislead others as to the entity with which such
other party is transacting business, or suggest that the
Company is responsible for the debts of any third party
(including any equitable or beneficial owner, principal or
affiliate of the Company or any equitable or beneficial
owner, principal or affi liate thereof);
(T) fail to maintain adequate capital for the
norm al obligations reasonably foreseeable in a business of
its size and character and in light of its contemplated
business operations; provided, however, that interest
holders in the Company shall not be obligated to mak e
additional capital contributions to the Company beyond
their initial capital contributions;
(U) hold itself out as or be considered as a
department or division of (i) any equitable or beneficial
owner, principal or affiliate of the Company (ii) any
affiliate of an equitable or beneficial owner or principal of
the Company, as the case may be, or (iii) any other
Person;
(V) fail to observe all applicable organizational
form alities;
(W) fail to pay its own liabilities, including but
not limited to the salaries of its own employees (if any),
from its own funds: provided, however, that the foregoing
shall not require any direct or indirect interest holders in
7
LEGAL_US E # 137073927.4
Page 1746 0f 2461
th e C o m p a n y to m a k e a d d itio n a l c a p ita l c o n tr ib u tio n s to
th e C o m p a n y b e y o n d th e ir in itia l c a p ita l c o n tr ib u tio n s ;
(X ) fa il to m a in ta in a s u ffi c ie n t n u m b e r o f
e m p lo y e e s (i f a n y ) in lig h t o f its c o n te m p la te d b u s in e s s
o p e ra tio n s ;
(Y ) fail to allocate fairly and reasonably any
overhead expenses that are shared with an affiliate,
including paying for office space and services performed
by any employee of an affiliate;
(Z) fail to use separate stationery, invoices and
checks bearing its own name;
(AA) pledge its assets for the benefit of any other
Person, other than in connection with the Loan;
(B B ) acquire the obligations or securities of any
equitable or beneficial owner, principal or affiliate of the
Company, Guarantor or any equitable or beneficial owner,
principal or affiliate thereof;
(CC) fail to maintain its assets in such a manner
that it will not be costly or difficult to segregate, ascertain
or identify its individual assets from those of any other
entity;
(DD) have any obligation to indemnify its
equitable or beneficial owners, officers, directors or
affiliates, except as provided in Section 20 hereof;
(EE) fail, to the fullest extent permitted by law,
to consider the interests of its creditors in connection with
all actions;
(FF) have any of its obligations guaranteed by
any equitable or beneficial owner, principal or affiliate of
the Company except Guarantor;
(GG) take for itself or cause any other entity to
take on its behalf, any of the following actions without the
prior unanimous written consent of its partners, members
or managers, as applicable: (i) file or consent to the filing
of any bankruptcy, insolvency or reorganization case or
proceeding; institute any proceedings under any
8
LEGAL_US_E # 137073927 4
Page 1747 of 2461
ap p lica b le in so lv e n cy la w ; fil e an an sw er o r o th e r
p lead in g ad m ittin g o r fa ilin g to co n te st to th e ex te n t
co m m e rcia ll y reaso n a b le to d o so th e m a teria l all e g a tio n s
of a p etitio n fil ed a g a in st it in an y le g a l p ro cee d in g o f th is
natu re or o th erw ise se e k an y reli e f u n d er an y la w s re la tin g
to th e reli e f fr o m d eb ts o r th e p ro te ctio n o f d e b to rs
ge n era ll y , (ii) se e k , co n sen t to o r ac q u ie sc e to th e
ap p o in tm e n t o f a rec e iv er, liq u id a to r, assig n ee , tru ste e ,
se q u estr ato r, cu sto d ia n o r an y sim ila r o ffi c ia l fo r itse lf,
(iii) m a k e an assig n m e n t o f its asse ts fo r th e b en e fit o f its
cred itor s, o r (iv ) tak e an y actio n in fu rt h eran c e o f th e
fo reg o in g ; an d
(H H ) fail to b e fo rm ed an d o rg a n iz ed as a li m ite d
liab ility co m p a n y u n d er th e law s o f th e S ta te o f D e la w are .
Secti o n 1 O.
Section 11.
Intentionally Omitted.
Officers.
(a) Officers. The officers of the Company shall be a Chief Executive
Officer, Chief Financial Officer, Vice President, Secretary and such other
offices as shall from time to time be elected or appointed by the Member.
Any Officer may be removed at any time, with or without cause, by the
Member. Any vacancy occurring in any office of the Company shalt be filled
by the Member. The initial Officers of the Company designated by the
Member are listed on Schedule C hereto. Unless such officer's term expires
as a result of such officer's death or resignation, each such officer shall hold
the offices indicated thereon until such officer has been removed by the
Member and such officer's successor is appointed and qualified. All of the
officers of the Company shall report to, and be subject to the direction and
control of, the Member and shall have such authority to perform such duties
relating to the management of the Company as designated by the Member or
as may be provided in this Agreement.
(b) Officers as Agents. The Officers, to the extent of their powers set
forth in this Agreement or otherwise vested in them by action of the Member
not inconsistent with this Agreement, are agents of the Company for the
purpose of the Company's business and, subject to Section 9(d), the actions of
the Officers taken in accordance with such powers shall bind the Company.
(c) Duties of Officers. Except to the extent otherwise provided herein,
each Officer shall have a fiduciary duty of loyalty and care similar to that of
directors and officers of business corporations organized under the General
Corporation Law of the State of Delaware.
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Section 12. L im ited L iability.
Except as otherw ise expressly pro vided by the A ct, the debts, obligati ons and liabilities
of the Com pany, w hether arising in contract, tort or otherw ise, shall be the debts, obligations and
liabilities solely of the C om pany, and the M em ber shall not be obligated personally fo r any such
debt, obligation or liability of the C om pany solely by reason of being a m em ber of the C om pany.
Section 13. Capital C ontr ibutions.
T he M em ber m ay contri bute capital to the C om pany as M em ber determ ines in its sole
and absolute discretion; how ever, nothing herein shall im pose any obligation on the M em ber to
m ake any capital contributions to the C om pany .
Section 14. A dditional C ontributions.
T he M em ber is not required to m ake any additional capital contribution to the C om pany.
H ow ever, the M em ber m ay m ake additional capital contributions to the C om pany at any tim e
upon the w ritten consent of such M em ber. T he pro visions of this A greem ent, including this
Section 14, are intended to benefit the M em ber, to the fu llest extent perm itt ed by law , shall not
be constru ed as conferr ing any benefit upon any creditor of the C om pany (and no such creditor
of the Com pany shall be a third-part y beneficiary of this A gr eem ent) and the M em ber shall not
have any duty or obligation to any creditor of the C om pany to m ake any contribution to the
Com pany or to issue any call fo r capital pursuant to this A greem ent.
Section 15. A llocation of Pro fit s and Losses.
T he C om pany's pro fit s and losses shall be allocated to the M em ber.
Section 16. Di str ibutions.
D istributions shall be m ade to the M em ber at the tim es and in the aggregate am ounts
determ ined by the M em ber. N otw ithstanding any provision to the contra ry contained in this
A greem ent, the C om pany shall not be required to m ake a distribution to the M em ber on account
of its interest in the C om pany if such distribution w ould violate Section 18-607 of the A ct or any
other applicable law or any B asic D ocum ent.
Sect ion 17. B ooks and R ecords.
Th e M emb er shall keep or cause to be kept comp lete and accurate books of account and
records w ith respect to the Com pany's business. T he M em ber and its duly authorized
representatives shall have the right to exam ine the C om pany books, records and docum ents
during norm al business hour s. The C om pany's books of account shall be kept using the m ethod
of accounting determ ined by the M em ber. The C om pany's independent auditor, if any, shall be
an independent public accounting finn selected by the M em ber.
Sect ion 18. Intentionally Omitted.
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Section 19. Other Business.
The M em ber and any Affil iate of the M em ber m ay engage in or possess an interest in
other business ventu res (unconnected w ith the Com pany) of every kind and description,
independently or w ith others notw ithstanding any pro vision to the contra ry at law or in equity .
The C om pany shall not have any rights in or to such independent ventures or the incom e or
pro fit s therefrom by virtu e of this A greem ent.
Section 20. Exculpation and Indemn ification.
(a) N either the M em ber nor any O ffi cer, em ployee or agent of the
C om pany nor any em ployee, representative, agent or A ffil iate of the M em ber
(collectively, the "C oyere d Per son s") shal l, to the fu llest extent perm itted by
law , be liable to the Com pany or any other Person that is a party to or is
otherw ise bound by this A gr eem ent fo r any loss, dam age or claim incurr ed by
reason of any act or om ission perfo rm ed or om itted by such Covered Person
in good faith on behalf of the Com pany and in a m anner reasonably believed
to be w ithin the scope of the authority conferr ed on such C overed Person by
this A gr eem ent, except that a Covered Person shall be liable fo r any such loss,
dam age or claim incurr ed by reason of such Covered Person's gro ss
negligence or w illfu l m isconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person
shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by such Covered Person by reason of any act or omission
performed or omitted by such Covered Person in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that no
Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered
Person's gross negligence or willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 20 by the
Company shall be provided out of and to the extent of Company assets only,
and the Member shall not have personal liability on account thereof; and
provided, further, that so long as any Obligation is outstanding, no indemnity
payment from funds of the Company (as distinct from funds from other
sources, such as insurance) of any indemnity under this Section 20 shall be
payable from amounts allocable to any other Person pursuant to the Basic
Documents.
(e) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a Covered Person defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by
the Company prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf
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of the Covered Person to repay such am ount if it shall be determ ined that the
C overed Person is not entitle d to be indemn ified as authorized in this Section
20.
(d) A Covere d Person shall be fu lly prot e cte d in rely ing in good faith
upon the records of the C om pany and upon such info rm ation, opinions,
reports or statem ents presented to the Com pany by any Person as to m atters
the C overed Person reasonably believes are w ithin such other Person's
pro fessional or expert com petence and w ho has been sele cted w ith reasonable
care by or on behalf of the Com pany, incl uding info rm ation, opinions, reports
or statem ents as to the value and am ount of the assets, liabilities, or any other
fa cts pertinent to the existence and am ount of assets fr om w hich distributions
to the M em ber m ight pro perly be paid.
(e) To the extent that, at law or in equity, a Covered Person has duties
(incl uding fiduciary duties) and liabilities relating thereto to the C om pany or
to any other Covered Person, a Covered Person acting under this A greem ent
shall not be liable to the C om pany or to any other Covered Person fo r its good
fa ith reliance on the pro visions of this A greem ent or any appro val or
authorization gra nted by the C om pany or any other Covered Person. The
provisions of this A greem ent, to the extent that they restrict the duties and
liabilities of a C overed Person otherw ise existing at law or in equity , are
agr eed by the M em ber to replace such other duties and liabilities of such
Covered Person.
Section 21.
(f) The foregoing provisions of this Section 20 shall survive any
termination of this Agreement.
Assignments.
The Member may assign in whole or in part its limited liability company interest in the
Company. Subject to Section 23, if the Member transfers all of its limited liability company
interest in the Company pursuant to this Section 2 l, the transferee shall be admitted to the
Company as a member of the Company upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement, which instrument may be
a counterpart signature page to this Agreement. Such admission shall be deemed effect i ve
immediately prior to the transfer and, immediately following such admission, the transferor
Member shall cease to be a member of the Company. Notwithstanding anything in this
Agreement to the contrary, any successor to the Member by merger or consolidation in
compliance with the Basic Documents shall, without further act, be the Member hereunder, and
such merger or consolidation shall not constitute an assignment for purposes of this Agreement
and the Company shall continue without dissolution.
Section 22. Resignation.
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So long as any Obligation is outstanding, the Member may not resign, except as
perm itted under the Basic Documents. If the Member is perm itted to resign pursuant to this
Section 22, an additional member of the Company shall be admitted to the Company, subject to
Section 23, upon its execution of an instrument sign ifying its agreement to be bound by the term s
and conditions of this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the resignation and,
immediately following such admission, the resigning Member shall cease to be a member of the
Company.
Section 23. Admission of Additional Members.
One or more additional members of the Company may be admitted to the Company with
the written consent of the Member; provided, however, that, notw ithstanding the foregoing, so
long as any Obligation remains outstanding, no additional Member may be admitted to the
Company without Lender consent.
Section 24. Dissolution.
(a) Subject to Section 9(d). the Company shall be dissolved, and its
affairs shall be wound up upon the first to occur of the following: (i) the
term ination of the legal existence of the last remaining member of the
Company or the occurrence of any other event which term inates the continued
membership of the last remaining member of the Company in the Company
unless the Company is continued without dissolution in a mann er perm itted by
this Agreement or the Act or (ii) the entry of a decree of judicial dissolution
under Section 18-802 of the Act. U pon the occurrence of any event that
causes the last remaining member of the Company to cease to be a member of
the Company or that causes the Member to cease to be a member of the
Company (other than upon continuation of the Company without dissolution
upon (i) an assignment by the Member of all of its limited liability company
interest in the Company and the admission of the transferee pursuant to
Sections 21 an d23, or (ii) the resignation of the M ember and the admission of
an additional member of the Company pursuant to Sections 22 an d23), to the
fullest extent perm itted by law, the personal representative of such member is
hereby authorized to, and shall, within 90 days after the occurrence of the
event that term inated the continued membership of such member in the
Company, agree in writing (i) to continue the Company and (ii) to the
admission of the personal representative or its nominee or designee, as the
case may be, as a substitute member of the Company, effective as of the
occurrence of the event that term inated the continued membership of the last
remaining member of the Company or the M ember in the Company.
(b) Notwithstanding any other provision of this Agreement, the
Bankru ptcy of the Member shall not cause the M ember to cease to be a
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Section 25.
member of the Company and upon the occurrence of such an event, the
Company shall continue without dissolution.
(e) Notwithstanding any other provision of this Agreement, the
Member waives any right it might have to agree in writing to dissolve the
Company upon the Bankruptcy of the Member, or the occurrence of an event
that causes the Member to cease to be a member of the Company.
(d) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.
(e) The Company shall terminate when (i) all of the assets of the
Company, after payment of or due provision for all debts, liabilities and
obligations of the Company shall have been distributed to the Member in the
manner provided for in this Agreement and (ii) the Certificate of Formation
shall have been canceled in the manner required by the Act.
Wai ver of Partition; Nature oflnterest.
Except as otherwise expressly provided in this Agreement, to the fullest extent permitted
by law, the Member hereby irrevocably waives any right or power that such Person might have
to cause the Company or any of its assets to be partitioned, to cause the appointment of a
receiver for all or any portion of the assets of the Company, to compel any sale of all or any
portion of the assets of the Company pursuant to any applicable law or to file a complaint or to
institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or
termination of the Company. The Member shall not have any interest in any specific assets of
the Company, and the Member shall not have the status of a creditor with respect to any
distribution pursuant to Section 16 hereof. The interest of the Member in the Company is
personal property.
Section 26. Benefits of Agreement; No Third-Party Rights.
None of the provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company (other than Lender in accordance with the Loan Agreement) or by any
creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any
Person (other than Covered Persons) not a party hereto, and this Agreement shall not be
construed in any respect to be a contract in whole or in part for the benefit of any third Person
(except as provided in Section 20).
Section 27. Severabilíty of Provisions.
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Each pro vision of this A greem ent shall be considered severa ble and if fo r any reason any
pro vision or pro visions herein are determ ined to be invalid, unenfo rceable or ille gal under any
existing or fu ture law, such invalidity, un enforceability or illegality shall not im pair the operation
of or affect those portions of this Agreem ent w hich are valid, enfo rceable and legal.
Section 28. Entire Agreem ent.
Th is Agreem ent constitu tes the entire agr eem ent of the parties with respect to the subject
m atter hereof.
Section 29. Binding Agreem ent.
Notwithstanding any other pro vision of this Agreement, the Member agrees that this
Agreement, including, without limitation, Sections 7, 8, 9, 20, 21, 22, 23, 24, 26, 29 and 31,
constitutes a legal, valid and binding agreement of the Member.
Section 30. Governing Law.
This Agreement shall be governed by and construed under the laws of the State of
Delaware (without regard to conflict of laws principles), all rights and remedies being governed
by said laws.
Section 31. Amendments.
Subject to Section 9d), this Agreement may be modified, altered, supplemented or
amended pursuant to a written agreement executed and delivered by the Member.
Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is
outstanding, this Agreement may not be modified, altered, supplemented or amended without
Lender consent except: (i) to cure any ambiguity or (ii) to correct or supplement any provision
in a manner consistent with the intent of this Agreement and the Basic Documents.
Section 32. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original of this Agreement and all of which together shall constitute one and the same
instrument.
Section 33. Notices.
Any notices required to be delivered hereunder shall be in writing and personally
delivered, mailed or sent by telecopy, electronic mail or other similar fonn of rapid transmission,
and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the
Company at its address in Section 2, (b) in the case of the Member, to the Member at its address
as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such
other address as may be designated by written notice to the other party.
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Section 34 . A m ended and R estated.
T he O riginal O perating A greem ent is hereby am ended and restated in its en tirety by this
A greem ent.
[S IGN A T U RE P A G E FO LL O W S ]
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IN WITNE SS WHE RE OF, the undersigned, intending to be legally bound hereby, has
duly executed this Agreement as of the date first stated above.
MEMBER:
W ASHINGTO A VE. MEMB ER LL C,
d liability company
By:
Name: lail Lichten stein
Title: Chief Executive Officer
Signature Page to Amended and Restated Limited Liability Company Agreement of Washington Ave. Associates
LLC
Page 1756 of 2461
SC H E D U L E A
D efi nitions
A . D efi nitions
Wh en used in this A greem ent, the fo llow ing term s not otherw ise defi ned herein have the
fo llow ing m eanings:
"A ct" has the m eaning set fo rt h in the pream ble to this A greem ent.
"A ffil iate" m eans, w ith respect to any Person, any other P erson directly or indirectly
C ontro lling or Contro lled by or under direct or indirect com m on C ontro l w ith such P erson.
"A greem ent" m eans this Lim ited L iability C om pany A greem ent of the C om pany,
together w ith the schedules attached hereto, as am ended, restated or supplem ented or otherw ise
m odifi ed from tim e to tim e.
"B ankru ptcy" m eans, w ith respect to any Person, if such Person (i) m akes an assignm ent
fo r the benefit of creditors, (ii) fil es a voluntary petition in bankru ptcy, (iii) is adjudged a
bankru pt or insolvent, or has entered against it an order fo r relief, in any bankru ptcy or
insolvency pro ceedings, (iv) fil es a petition or answ er seeking fo r itself any reorganization,
arr angem ent, com position, readjustm ent, liquidation or sim ilar relief under any statu te, law or
regul ation, (v) file s an answ er or other ple ading adm itting or fa iling to contest the m aterial
allegations of a petition fil ed against it in any pro ceeding of this natu re, (vi) seeks, consents to or
acquiesces in the appointm ent of a tru stee, receiver or liquidator of the Person or of all or any
substantial part of its pro pert ies, or (vii) if 120 days aft er the com m encem ent of any pro ceeding
against the Person seeking reorganization, arr angem ent, com position, readjustm ent, liqu idation
or sim ilar relief under any statu te, law or regulation, if the pro ceedin g has not been dism issed, or
if within 90 days after the appointment without such Person's consent or acquiescence of a
trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the
appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the
appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and
shall supersede and replace the definition of "Bankruptcy" set forth in Sections 18-10 1 ( 1) and
18-304 of the Act.
"Basic Documents" means all loan documents evidencing and/or securing the Loan,
including without limitation, that certain Promissory Note made by the Company in favor of
Lender, that certain Loan Agreement between the Company and Lender (the "Loan
Agreement"), that certain Construction Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing by the Company for the benefit of Lender, that certain
Environmental Indemnity Agreement by Guarantor and the Company in favor of Lender, that
certain Completion Guaranty by Guarantor, that certain Guaranty of Debt Service and Operating
Expenses by Guarantor, that certain Partial Repayment Guaranty by Guarantor, that certain
Equity Funding Guaranty by Guarantor, that certain Indemnity Agreement by Guarantor, that
A-l
[NEWYORK 3221753_2]
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cert ain C oll ateral A ssignm en t and S u bo rd in atio n of H o tel M an ag em en t A g reem en t betw een
U rgo H otels L P , a M ary land lim ited part n ersh ip , and the C om p an y fo r th e ben efit of L en der, th at
cert ain A ssign m ent of A greem en ts by the C om p any fo r the ben efit of L end er, th at cert ain
C ollatera l A ssignm ent and S u bord in ation of D ev el op m ent A g reem en t betw een L S G A RL S N H
L L C , a D elaw are lim ited liability co m p an y , and the C o m pan y fo r th e ben efit of L en d er, th a t
cert ain A ssignm ent of all M aterial C o nstru ction A greem ents by the C o m p an y fo r the ben efit of
L ender, and all docum en ts an d cert ifi cates co n tem p lated thereb y or deli v ered in co n n ectio n
therew it h.
"B orr ow er Impr ov em ents" sh all hav e th e m ean in g ascri b ed ther eto in the Loan
Agreement.
"Certificate of Formation" means the Certificate of Formation of the Company filed with
the Secretary of State of the State of Delaware on May 26, 2016 as amended or amended and
restated from time to time.
"Closing Date" shall have the meaning ascribed thereto in the Loan Agreement.
"Company" means Washington Ave. Associates LLC, a Delaware limited liability
company.
"Control" means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting
securities or general partnership or managing member interests, by contract or otherwise.
"Controlling" and "Controlled" shall have correlative meanings. Without limiting the generality
of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly
or indirectly, a majority of the ownership interests.
"Covered Persons" has the meaning set forth in Section 20(a).
"Debt" shall have the meaning ascribed thereto in the Loan Agreement.
"Existing Note" shall have the meaning ascribed thereto in the Loan Agreement.
"Guarantor" means Lightstone Parent LLC.
"Indebtedness" shall have the meaning ascribed thereto in the Loan Agreement.
"Lender" means Pacific Western Bank, together with its successors and assigns.
"Loan" means the mortgage loan in the original principal amount of $55,000,000
obtained by the Company from Lender.
"Material Action" means to institute proceedings to have the Company be adjudicated
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings
against the Company or file a petition seeking, or consent to, reorganization or relief with respect
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to th e C o m p an y u n d er an y ap p licab le fe d eral o r state law rel a tin g to b a nkru p tcy , o r co n se n t to
th e ap p o in tm en t o f a receiv er, liq u id ato r, assig n e e , tru stee , se q u estrato r ( o r o th er sim ila r o ffi c ia l)
of the C o m p an y or a su b stan tia l part o f its pro p e rt y , o r m a k e an y assig n m e n t fo r th e b en e fit o f
cred ito rs of th e C o m p an y , o r adm i t in w ritin g th e C o m p an y 's in ab ili ty to p ay its d eb ts g e n e ra ll y
as th ey beco m e du e, o r tak e actio n in fu rt h era n ce of an y su ch actio n , or , to th e fu ll e st ex te n t
perm itt ed by law , d isso lv e or liq u id ate th e C o m p a n y .
"M em b er" m ean s W A S H IN G T O N A V E . M E M B E R L L C , as th e in itia l m e m b e r o f th e
C o m p a n y , an d in cl u d es an y P erso n ad m itt ed as an ad d itio n a l m em b e r o f th e C o m p a n y o r a
su b stitu te m em b er o f th e C o m p an y p u rsu an t to th e p ro v isio n s o f th is A g ree m e n t, ea c h in its
capacity as a m e m b er of th e C o m p an y .
"O b lig atio n s" sh a ll m ea n th e in d eb ted n e ss, lia b ili tie s an d o b lig a tio n s o f th e C o m p a n y
un d er or in co n n ectio n w ith th is A g reem en t an d th e B a sic D o cu m en ts.
"O ffi cer" m ean s an o ffi cer of th e C o m p a n y d escri b ed in S ectio n 11 .
"O ffi cer's C ert ifi cate" m ean s a cert ifi ca te sig n ed b y an y O ffi cer o f th e C o m p an y w h o is
au th o riz ed to act fo r th e C o m p an y in m att ers rela tin g to th e C o m p an y .
"O rig in al O p erat in g A gr eem ent " ha s th e m e an in g se t fo rt h in th e recita ls .
"P erm itt ed D eb t" sh all hav e th e m ean in g asc rib ed th ereto in th e L o an A g reem e n t.
"P erso n " m ean s an y in d iv id u a l, co rp o ratio n , p a rt n ersh ip , jo in t v en tu re, li m ited li a b ili ty
co m p an y , lim ited li ab ility pa rt n ersh ip , asso cia tio n , jo in t sto ck co m p a n y , tru st, u n in c o rp o ra te d
o rgan iza tio n , o r o th er org an izatio n , w h eth er o r no t a le g al en tity , an d an y g o v e rn m en ta l
au th o rity .
"P erso n a l P ro p erty " sh all h av e th e m ean in g ascrib e d th e reto in th e L o a n A g ree m e n t.
"P ro p erty " m ean s, co ll ectiv ely , th o se cert a in p ro p e rt ies lo ca ted at 9 15 -9 4 3 an d 9 4 7 -9 5 5
W ash in g to n A v en u e, M iam i, F lo rid a, an d all p erso n a l pro p e rty an d d ev e lo p m en t rig h ts
ap p u rt en an t th ereto .
B . R u les o f C o n stru ctio n
D efi n itio n s in th is A gr eem en t ap p ly eq u a ll y to b o th th e sin g u la r an d p lur al fo rm s o f th e
defi n ed term s. T h e w o rd s "in cl u d e" an d "in cl u d in g " sh a ll b e de em ed to b e fo ll o w e d b y th e
ph rase "w ith o ut lim itatio n ." T h e term s "h er e in ," "h er eo f' an d "h ereun d er " an d ot h er w o rd s of
similar import refer to this Agreement as a whole and not to any particular Section, paragraph or
subdivision. The Section titles appear as a matter of convenience only and shall not affect the
interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references
not attributed to a particular document shall be references to such parts of this Agreement.
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S C H E D U L E B
M em b er
M em bersh ip
N am e M aili ng A d d ress In terest
W A S H IN G T O N A VE . 19 8 5 C ed ar B ridg e A venu e, S u ite I 10 0%
M E M B E R L L C L ak ew ood , N J 087 0 I
B-1
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SCHEDULEC
OFFICERS TITLE
David Lichtenstein
Donna Brandin
Joseph E. Teichman
Chief Executive Officer
Chief Financial Officer
Executive Vice President, General
Counsel and Secretary
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