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C7O-Approve Assignment From Syanna LLC Lease Of 22 Washington AvenueCOMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The Mayor and City Commission of The City of Miami Beach, Florida, approving an assignment from Syanna, LLC as Lessee/Assignor, to Italian Food Factory, LLC., as Assignee/New Lessee, of that certain Lease between the City and Assignor, dated November 17, 2010, involving approximately 2,216 square feet of City-owned property at 22 Washinaton Avenue for use as an outdoor cafe. Key Intended Outcome Supported: To Ensure Well-Maintained Facilities Supporting Data (Surveys, Environmental Scan, etc.): The 2012 Community Satisfaction Survey indicates that 80% of residents and 73% of businesses rate the appearance and maintenance of the City's property as excellent and good. Issue: Shall the City Commission approve the assignment Item Summary/Recommendation: On November 17, 2010, the Mayor and City Commission adopted a Resolution approving a Lease Agreement between the City and Syanna, LLC (Tenant), involving approximately 2,216 square feet of surplus City-owned property located at 22 Washington Avenue (Premises), for use as an outdoor seating area to serve the Tenant's restaurant located adjacent to the Premises at 816 Commerce Street. Since its opening in February, 2011, Syanna enjoyed a successful but all too brief operation, before closing in mid-April, 2012. On October 2, 2012, the Tenant informed staff that an agreement had been reached to sell his entire leasehold interest in the restaurant to an Italian-owned restaurant operator, and was seeking the City's consent to assign his interest in the City's property to the same party. Article 12.1 of the Lease provides the Tenant the right to assign or sublet the Demised Premises, in whole or in part, subject to and conditioned upon the City's prior written consent, which shall not be unreasonably withheld; provided that the Premises continues to operate in accordance the terms and conditions provided for in the Agreement. The proposed Assignee, which has incorporated under the name of Italian Food Factory, LLC, is owned by Augusto Reitano of the Italian Reitano Group, which has extensive hotel and real estate holdings in Italy, New York, and Miami, including the recent acquisition of a restaurant located at 440 Espanola Way in Miami Beach. Based on financial references and other pertinent information provided by the prospective Assignee, the Administration recommends in favor of approving the proposed assignment of the Lease Agreement to Italian Food Factory, LLC, for use of the Demised Premises, located at 22 Washington Avenue, subject to the terms and conditions provided for in the Lease Agreement. Advisory Board Recommendation: Financial Information· Source of Amount Funds: Total Financial Impact Summary: Clerk's Office Le islative Trackin Anna Parekh x 6471 MS Tc\AGENOA\2012\D;.oomber 12\Syanna Assignment Sum doc MIAMI BEACH 292 Account KB AGENDA ITEM C,. 7 Q DATE Jd.--tJ.. -/2.. • MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachA.gov COMMISSION MEMORANDUM TO: Mayor Matti H. Bower and Members of the City Commission FROM: Kathie Brooks, Interim City Manager f( /A.~ DATE: December 12, 2012 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AN ASSIGNMENT FROM SY ANNA, LLC., A FLORIDA LIMITED LIABIL TY CORPORATION, AS LESSEE/ASSIGNOR, TO ITALIAN FOOD FACTORY, LLC., A FLORIDA LIMITED LIABIL TY CORPORATION, AS ASSIGNEE/NEW LESSEE, OF THAT CERTAIN LEASE BETWEEN THE CITY AND ASSIGNOR, DATED NOVEMBER 17, 2010, INVOLVING THE USE OF APPROXIMATELY 2,216 SQUARE FEET OF CITY- OWNED PROPERTY LOCATED AT 22 WASHINGTON AVENUE FOR USE AS AN OUTDOOR CAFE; SAID LEASE HAVING A COMMENCEMENT DATE OF NOVEMBER 18, 2010, AND EXPIRING ON NOVEMBER 17, 2015, WITH AN OPTION TO RENEW FOR FOUR (4) YEARS AND 364 DAYS. BACKGROUND On November 17, 2010, the Mayor and City Commission adopted a Resolution approving a Lease Agreement between the City and Syanna, LLC (Tenant or Syanna), involving approximately 2,216 square feet of surplus City-owned property located at 22 Washington Avenue (Premises), for use as an outdoor seating area to serving the Tenant's restaurant located adjacent to the Premises at 816 Commerce Street. Since entering the Lease, Syanna's owner and managing principal, Symcha Zilberman has invested more than $800,000 to build out the restaurant, which is the subject of a separate lease agreement between the Tenant and the owner of the adjacent 816 Commerce Street. The Tenant also spent and additional $80,000 in improvements to re-landscape and improve the City-owned property, which is capable of accommodating 46 seats, or 50% of the restaurant's total seating inventory. A site plan and picture of the Premises is included as Attachment A to this memorandum. The initial term of the Lease Agreement between the City and Syanna, was for a period of five (5) years, commencing on November 18,2010, and expiring on November17, 2015, with one (1) renewal option of four (4) years and 364 days. The current rent is $30.00/sq.ft. or $66,480 per year. The rent was originally $25.00/sq.ft. or $55,400per year, and escalated, pursuant to our Lease on November 18, 2012. ANALYSIS Since its opening in February, 2011, Syanna enjoyed a successful operation, before closing in mid-April, 2012. Unfortunately, due to a medical condition, Mr. Zilberman has been unable to continue operating and managing the restaurant and has been exploring other 293 Syanna, LLC Assignment of Lease December 12, 2012 Page 2 of 2 opportunities to reopen the restaurant. The Tenant pursued management agreements and/or partnership arrangements while making every effort to maintain the Lease in good standing and not compromise his investment in the Premises. On October 2, 2012, Mr. Zilberman informed staff that he was in the process of negotiating an agreement to sell his entire leasehold interest in the restaurant to a high-end Italian chain restaurant operator and was seeking the City's consent to assign his interest in the City's property to the same party. Article 12.1 of the Lease provides the Tenant the right to assign or sublet the Demised Premises, in whole or in part, subject to and conditioned upon the City's prior written consent, which shall not be unreasonably withheld; provided that the Premises continues to operate in accordance the terms and conditions provided for in the Agreement. The prospective Tenant/Assignee, which has incorporated under the name of Italian Food Factory, LLC, is owned by Augusto Reitano of the Italian Reitano Group, which has extensive hotel, resort and real estate holdings in Italy, New York and Miami. The Group currently owns a high-end Italian restaurant located in New York's Soho district called Piccolo Cucina and has also recently acquired a restaurant in Miami Beach located at 440 Espanola Way, to be operated under the same name. Promotional and background information concerning the prospective Tenant is included as Attachment B, along with Tenant's extensive financial references are included as Attachment C to this memorandum. It should be noted that the financial references also include an Independent Accountant's Compilation Report detailing the prospective Tenant's holdings and statement of financial condition. In consideration of the fact that the proposed transfer only involves a relatively small parcel of surplus City property that is being used as outdoor seating for the adjacent restaurant, the Administration believes the financial information provided adequately demonstrates the prospective Tenant's capacity to assume the Lease and doesn't warrant further reporting at this time. Furthermore, it should be noted that the pending sale of the Tenant's leasehold interest in the restaurant itself, which is not owned by the City, is contingent upon the City's consent for the Tenant to assign its interest in the Premises. While the Tenant sought the City's consent to the assignment over a month ago, the Administration was unable to proceed or recommend the consent until the City was made whole on back rent owed for the months of October and November, including penalties and interest. On November 30, 2012, the tenant issued a wire transfer in the amount of $16,902, covering all past amounts due as well as rent for the month of December. Therefore, in light of the Tenant's good standing and the financial capability of the proposed new tenant, the Administration recommends that the City consent to the assignment of the Lease. CONCLUSION The Administration recommends in favor of approving the proposed assignment of the Lease Agreement to Italian Food Factory, LLC, for use of the Demised Premises, located at 22 Washington Avenue, subject to the terms and conditions provided in the Lease Agreement. KGB/MS/AP Attachments T:\AGENDA \2012\12-12-12\Syanna Assignment Memo.doc 294 Syanna, LLC Assignment of Lease December 12, 2012 ATTACHMENT A 22 WASHINGTON AVENUE SITE PLAN 295 N (Q 0) --------r-RfwJ-;;J NAIL MERCE ST. 70' R/W "" o. 2' C & G ,,, Str.~,, NAIL' CONC WALK ·.:,_ -1'" mm '' Rlw 7l RAM/tfl I 33.21' ~11 tfi"?A - -----"7 __ ,F?n-'"J:"J'"-t'.-'";uo:'" . ~' I f I I I I~&------_) (I) ~ : I I I I 0 I BLOCK 51 I !51 I "(' I I fk I e: l( ~ ~ I t$ LOT 4 I I I LOT 3 LOT t Jl"' IH: It;; w l_ __ ,w l I I • J-___ r-----~ ---SET DH ... -B~S~~ ~T~ -h -.. NEIGHB{)RHOOO 1112 SOUTH POl NTE """"' 22 WASHINGTON AVENUE SURVEY PUBLIC WORKS DEPARTliU!NT ~t""~'*,...,;.,."*"'vol."«~ ..,;;w~~z-""',"*..'>;VIo> SKETCH OF SURVEY I I I SCALE 1"=20' ACl1NG CITYENG:i-<EER JORGE 'J GONZALEZ I O>:!>i'l*<l':Ol tV.:Vt.%.ffi FRECH SEC><:M!<NN l"l: l"'',"""~f< ~ ~:,;:zy:; RICHARDW SALTRICK PE WM-~. I .~--1.~ ---__ .:u ... ·--·...'!.. s PROJECT LOC ~ .J tr J:~ }'1: ~''t ''"' l "£( , --tr I } ,., «•"''r I t ».nn ... ~ .,, LOCATION SKETCH N.T.S LEGAL DESCRIPTION Portion of Lots 1 and 2, Block 51, OCEAN BEACH, FLA. ADDITION N0.3, recorded In Plot Book 2, at Page 81, Public Records of Miami-Dade County, Florida. bounded as LEGEND & ABBREVIATIONS: CB CATCH BASIN CBS CONCRETE BLOCK STRUCTURE C&G CURB AND GUT"Tt:R !&, CENTER UIIE 06/23/2011 DATE R/W RIGHT-OF-WAY IP IRON PIPE DH DRILL HOlE CONC. CONCRETE FD FOUND ;[;(;~ CITY SURVEYOR P .S.M. No. 291 e STATE OF FLORIDA ~~-$;t/~H-ffffr M.:;;'i<'W- Syanna, LLC Assignment of Lease December 12, 2012 ATTACHMENT B REITANO GROUP BACKGROUND INFORMATION 298 P PR E 411 Reitano Group particular, in the pu sale, constn The Group can rely on a solid experience on the The Group carries out its activity with different companies in the real estate sector for and managing hotels and apartment hotels. and the housine ma renovation and en ncement of 411 411 a simple _ as Ca/1 With a rtJ<:'I'InrfnU:> ... ""'"'!""'"" ... to customers RiiTANOGRQUP TYPOLOGY: 4-star tourist resort-accommodation PLACE: Donnalucata-of Ragusa DESCRIPTION: The structure comprises two building complexes, of whom the one of ancient origin has been renovated and the other one is new-built for a total of 109 rooms STATE: In operation since 2005 REITANO GROUP I I The facility is located in Donnalucata, only eight kilometers away from Scicli (Ragusa), a 4,000-inhabitant UNESCO site. South-eastern Sicily is a land with plenty of history and art, enriched by refined agriculture and food cultures that were originated by the many populations that crossed the Mediterranean sea, i.e. the cradle of civilization. The inland surroundings offer a very rich artistic heritage, thanks to the famous cities of Ragusa lbla, Mod Nota and Syracuse: veritable gems of the Sicilian baroque and most often stars of commercial and movie sets. The position of the hotel, midway from the most tourist and commercial places of the Province, meeting the most diverse needs of travelers thus their holiday peaceful and comfortable wm wm wm CXJi "' #f~ = d -wm REITANO GROUP I I HOTEL BEST WESTERN SIRACUSA TYPOLOGY: 3-star hotel PLACE: Municipality of Melilli-Province of Syracuse DESCRIPTION: Resort Hotel with 103 double rooms FIRST FLOOR: Reception desk and 48 double rooms SECOND FLOOR: 55 double rooms BASEMENT: OFFICES, lecture halls, fitness area and wei/ness center STATE: In operation since 2007 NB. Its proximity to the industrial hub causes this to be a typical Business hotel, mainly addressed to those who go to Melilli on business. In confirmation of that, the hotel has entered in several agreements with the commercial and industrial facilities of this area. Among others: Erg Petrolia, Neste, Toyota, Volvo, Nextira one ltalia, ltal Cementi Group, Decathlon, Geoimpianti, John Grane ltalia, Nalco italiana etc. REITANO GROUP UJ u z UJ 0 V) UJ 0:::: <( V) ::::> u <( 0:::: V) "'C Q) +.J Q) c.. E 0 u Q) ..0 0 +.J +.J ::J 0 ..0 ro +.J u Q) ....... 0 lo.... c.. UJ ~ ~ 1....1""'\L-L-"-' s E E E TYPOLOGY: 5-star hotel PLACE: Municipality of Palermo DESCRIPTION: A 5-storey building with 86 planned rooms for a total of 166 sleeping accommodations, fitness area, restaurant and roof garden. STATE: In operation since 2010 REITANO GROUP I I LOCATION The building is located in the historical center directly overlooking the "Cassaro", this being the ancient name of the street that starts from Palazzo dei Normanni and reaches Porta Felice a Mare. Corso Vittorio Emanuele divides the historical center of Palermo -i.e. the former 16th-Century walled city-crossing Via Maqueda in Vigliena Square, thus creating the so-called "Croce Barocca" (Baroque cross). These two streets originate four historical districts known as the four "Mandamenti" (part of the territory under the jurisdiction of a judge called "Pretore"). Near Corso Vittorio Emanuele one can see a number of monuments, such as the Church of San Giuseppe dei Teatini, whose not very significant exterior hides magnificently decorated interior walls. Continuing on toward the cathedral, on the right there is the Church of San Salvatore (the Savior), dating back to the Norman period but renovated in 1500. Further ahead there is the Regional Library belonging to the Collegia dei Gesuiti (Jesuit College) built in 1588. A few meters ahead one encounters the Piano della Cattedrale (fenced churchyard of the cathedral) and then the Palazzo Arcivescovile (Archbishop's palace). The main entrance is on Corso Vittorio Emanuele. On the first floor there are the reception desk, a reading room with a small library and internet connection, a wei/ness center, two meeting rooms, lounge bar and restaurant, the two latter having also an independent entrance in via Bottai and open to the public also from the outside. The breakfast room and the restaurant are located in a picturesque position, just under the existing portico that will be closed with windows whose self-supporting structure will be hold by metal attachments, generally called "spiders". REITANO GROUP I I VENDICARI HOTEL RESORT TYPOLOGY: 5-star hotel complex PLACE: Municipality of Noto-Province of Syracuse -"Vendicari" hamlet DESCRIPTION: The complex features two parallel rows of units with the rooms and a main building for services facing the sea. The accommodation capacity will be of 196 rooms. STATE: 50% completed REITANO GROUP I I LOCATION LOCATION The structure is located at a stone's throw from the famous reserve of Vendicari, approximately ten kilometers away from Note. A wonderful and quiet natural oasis, this reserve is a coveted destination for nature lovers. It indeed hosts several species of animals and a heterogeneous and lush vegetation. Mainly level and interrupted by dunes and marshes, the reserve is the favorite place of migrant birds, the so-called "hotel of birds", where every year several bird species coming from Hungary, Poland, France, Sweden, Finland, Denmark and the Netherlands, rest before leaving for the African costs. Here one can admire the numerous species of herons, seagulls, flamingos, storks, robins, crows and turtle doves in all their glory. Also foxes, hares, rabbits and dormouses inhabit the oasis. REITANO GROUP p E TYPOLOGY: 5-star luxury hotel complex PLACE: Municipality of Taormina-Province of Messina DESCRIPTION: The complex is composed of several separate multi-storey buildings with approximately 92 rooms and 220 sleeping accommodations STATE: design REITANO GROUP I I LOCATION The complex is located in the Municipality of Taormina, in the park of the historical Villa Mon Repos (which in the sixties was the seat of the Taormina Casino). The presently abandoned villa was in the past used as a disco-restaurant-piano bar called "Tout-va". The place became a well-known reference point not only for having good time but also for the captivation of the large amphitheater immersed in its wonderful park. The context and location of this property are unique. The area - a wedge of maquis facing the sea and full of palms and ancient forest trees-offers a full view of the cost of Catania and Mount Etna, as well as of Taormina and the sea toward Messina where one can see the promontory and Isola Bella nearby. The position of the Complex is very comfortable also for the ease with which one can reach the beautiful beaches of Taormina, Mazzara -the smartest one -, Isola Bella (Natural reserve) and of Spisone and Mazzeo, the two latter being vast and of finest sand. The connection is granted by a cableway that reaches the sea starting from the departure station located 200 meters away from the hotel and where visitors can catch the "Funibus", a special bus to reach the beach establishments. REITANO GROUP I I APARTAHOTEL CELLINI MARCONA, MILANO TYPOLOGY: luxury apartment hotel for the elderly PLACE: Milan, between Via Marcona and Via Cellini DESCRIPTION: development of 100 apartments, 200 garages, 8 Penthouses. STATE: about to be completed RErTANO GROUP I I PUNTALDIA HOTEL RESORT, SARDINIA TYPOLOGY: 5-star hotel complex PLACE: Municipality of San Teodoro-hamlet of "Lu Fraili di Sotto-Lo lmpostu". DESCRIPTION: The investment plan consists of developing a hotel with two restaurants, two lounge bars, a wellness center, a lecture hall, two swimming pools and a parking lot placed in a 9-hectare park. The structure can contain up to a maximum of 298 sleeping accommodations distributed over 135 rooms. STATE: Under construction REITANO GROUP I I (.f) z 0 ~ u 0 __J .... 0 LlJ 1-- Ll.J __J c... ~ 0 u LlJ co 0 I- I- ::> 0 co <( 1--u LlJ ......, 0 0:: c... 'Vi Vl Q) ~ -UJ 0::: <( ~ 0::: <( 0 z 1- ....J UJ 1- 0 I 0::: UJ t;; UJ ~ UJ 0::: I--<( z Vl Vl UJ ~ ....J UJ b I ~ 6 ....J b:: 0 Vl UJ 0::: Syanna, LLC Assignment of Lease December 12, 2012 ATTACHMENT C REITANO GROUP FINANCIAL REFERENCES 320 NOU-05-2012 16:17 OPPENHE I t'1ER QPPENHEIME&_ November 2, 2012 To: Whom It May Concern Fr: Maximillian Santos Re: Augusto Reitano 212 716 8016 Ol'l""'"'"imcr &:: Co. lnc. Ave1111e 17rh Floor Now York, NY 10012 Phone 212-716-8001 F•x 212.-716-8002 l<1ll Free 800-609--7147 P.02/02 As of November 2l~Ol2, Mr. Augusto Reitano has an account value of $2,574, 974 here at .1 :, Oppenheimer & Cpi:lnc \ \; ~--~ n \V Maximillian Stl'ntos Executive Director -Investments Private Client Division Oppenheimer & Co. Inc. 825 Third avenue, 17th Floor New York, NY 10022 (212) 699-7846 Voice (212) 716-8002 Fax (877) 598-5957 Toll Free Max.Santos@opco.com www.opco.com TOTAL P.02 321 MR. AUGUSTO COMPILED STATEMENT OF FINANCIAL DECEMBER 31, 2010 322 na lp CERTIFIED PUBLIC ACCOUNTANTS TAX & FINANCIAL ADVISORS INDEPENDENT ACCOUNTANT'S COMPILATION REPORT To Mr. Augusto Reitano We have compiled the accompanying statement of financial condition of Mr. Augusto Reitano as of December 31, 2010, in with Statement of Position 82 -1, "Accounting and Financial Reporting Personal Financial Statements", issued by the American Institute of Certified Public Accountants. This compilation limited to presenting, in the form of a financial statement, information that is representation of Mr. Augusto Reitano. We have not audited or reviewed the accompanying financial statement and, accordingly, do not express an opinion or any other form of assurance on it. New York, N.Y. April 18, 2012 New York Empire State Building Milan Italy MAURIZIO AIAERI WILLiAM LAST AS IT SARKAP SONNY ~NAND JOSEPH M CMALANO LUIGI PERIN A. WELCH I ROSSI PAOLO WIOrTI SHELDON SATLIN MINDY PIP.TOFF 350 Fifth Avenue, 41st Floor New York, NY 10118 Tel: (212)9473333 Fax: (212)9474725 Via Vittor Pisani, 20 20124 Milano Tel: (02) 80.50.90.53 Membrr of CPA USA llrtwark with ussotiatr afhceJ in oil principal cities nationwide Mrm~cr of A/CPA Private Companies Practice Srrtion 323 MR. AUGUSTO OF FINANCIAL CONDITION DECEMBER 31, 2010 Assets Cash and cash equivalents Investments Synergy Pharmaceuticals Shares (traded OTC, Note 1) Italian Companies (Real Estate, Note 2) Other personal property Miscellaneous liabilities Estimated income taxes on the differences between the estimated current values of assets and the estimated current amounts of liabilities and their tax bases (Note 3) worth $ $ 100,000 ,559,762 59,686,811 50000 10,000 30,561,585 See independent accountant's compilation report and notes to financial statement 324 MR. REITANO TO FINANCIAL BACKGROUND The accompanying statement of financial condition includes the assets and liabilities of Mr. Augusto Reitano. Assets are stated at their estimated current values, and liabilities at their estimated current amount. Provisions for income taxes are based on the taxes that would be owed if all the assets were liquidated and all the liabilities paid on the date of the statement. It is included also the net worth value. Mr. Reitano is an Italian citizen and a resident of Italy for tax purposes. SYNERGY PHARMACEUTICALS Mr. Reitano, through wholly-owned subsidiary ANCR Holdings owns shares in Synergy Pharmaceuticals Inc. ("Synergy"). Synergy is a biopharmaceutical company focused primarily on the development of drugs to treat gastrointestinal disorders and diseases. The value of the Synergy shares held by Mr. Reitano as 2010, was determined by using over the counter official ( otcmarkets.com). The price used for the valuation is $7.00. The number of shares held by Mr. as of December 31, 2010, is 3,079,966. As a result, the value of the Synergy shares held by Mr. Reitano as of December 31, 2010, was $21,559,762. Synergy's shares are currently traded on the Nasdaq Stock Market. The value as of April 2012 is$ 4.00 per share. Mr. Reitano owns directly and indirectly the following Italian corporations that are engaged in the real estate business: Assisi Immobiliare S.r.l, Cellini Real Estate S.r.l., Cellini Estate 2010 S.r.l., Immobilarca S.r.l., M&G S.r.L, Residenza Navigli S.r.l., Patmos Immobiliare S.r.l. and R Group Charter S.r.l. The real estate assets consist primarily of luxury hotels and tourist resorts as well as residential apartments and villas in prime locations throughout Italy. 325 AUGUSTO FINANCIAL STATEMENTS 2010 The estimated current value of the real estate companies has provided '-'A'>·'~'"''''"''"' to appraisals based on estimates of selling prices and selling costs, obtained from independent estate agents, net of the Italian income taxes. PROVISION FOR INCOME TAXES accompanying statement of financial condition presents a provision for the income taxes that would be owed if Mr. Reitano's assets were sold, and all of liabilities paid on December 31, 2010. This provision will probably differ from the amounts of income taxes that might eventually be paid because those amounts are determined by the timing and method of liquidation and the tax laws and regulations in effect at time of realization. 326 11129/12 www.oonbiz.org -Department of Stale Previous on list Next on list No Events No Name by Information Document Numberl12000149500 FEIIEIN Number NONE Date Filed State Status Effective Date Prelllous on list 11/29/2012 FL ACllVE 11/29/2012 Nexl on Lisl Relum To List View image in PDF fo ~tum To List 327 Name Search [Submit I 1/2 11129/12 www.runblz.org ·Department of Stale 2/2 328 Electronic ·Articles of Organization For Florida Limited Liability Company Article I The name of the Limited Liability Company is: ITALIAN FOOD FACTORY, LLC Article II The street address of the principal office of the Limited Liability Company is: 22 W ASlHNGTON A VENUE MIAMI BEACH, FL. US 33139 The mailing address of the Limited Liability Company is: 22 WASHINGTON A VENUE MIAMI BEACH, FL. US 33139 Article III The puq:>ose for which this Limited Liability Cornpany is organized is: ANY AND ALL LAWFUL BUSINESS. Article IV The name and Florida street address of the registered agent is: THOMAS G. SHERMAN, P.A 90 ALMERIA AVE CORAL GABLES, FL. 33134 Having been named as · stered agent and to t service of process tbr the above limited Hnhilitv co.mpany at · -in thi cate, 1 hereby accept the appointment as registered and agree to act in this ca fhrther agree to comply ~vvith the provistons of all statutes . g to th~proper ~n;td comp .te per onmmce ofmy duties, and I run familiar \vith and accept the ohhgattons of rny pmntmn as reg1stered agent Registered Agent Signature: THOMAS G. SHERMAN Article V The effective date for this Limited Liability Company shall be: ll/29/2012 Signature of men1ber or an authorized representative of a member Electronic Signature: THOMAS G. SHERJ'v!AN 1 am the memher or authorized representative submitting 1hese A11icles of Organization and aft1nn that !he facts stated herein are true. I run a\\1are that false infonnation submitted in a document to the Deparnncnt of Stnte constitutes a third as provided forin s.817.155, F.S. I understand the reqmrement to file an annual een 1st ru1d May 1st in the calendar year foilov.ting fbmuttion ofthe LLC and every year eafter to mail "active" status. ""' 329 RESOLUTION TO BE SUBMITTED 330 THIS PAGE INTENTIONALLY LEFT BLANK 331