HomeMy WebLinkAboutBerkowitz ltr to Brian Tague
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BERKOWITZ DEVELOPMENT GROUP
VIA US MAIL
June 14,2005
Brian Tague, Esq.
Tew Cardenas Rebak
201 S. Biscayne Blvd., S-2600
Miami, FL 33131
Re: Fifth & Alton
Dear Brian:
Enclosed herewith please find a copy of the following:
1. Alan and Robert Potamkin Consent Form for me to execute the City of
Miami Beach Development Agreement.
2. Articles of Organization of A&R SOBE, LLC
3. Articles of Amendment to Articles of Organization of A&R SOBE, LLC
4. Executed Chicago Title Insurance Company Commitment Schedule A
I am not prepared to release the Operating Agreement as I do not believe that to
do so and to place the same on public record is necessary or required. I trust the enclosed
should be completely s ficient for your purposes. Ifnot, please call me as soon as
possible.
Very tru:1
AR&t
Ene.
JLB/yse
cc: Arnold A. Brown, Esq. (Via Hand Delivery wlo enc.)
G:\Document Root\Fifth & Alton\Administration\Legal-Litigation\Brian Tague transmittalltr 061405.doc
2665 SOUTH BAY SHORE DRIVE' SUITE [200·COCONUT GROVE, FLORIDA . 33133 TEL 305/854-2800' FAX 305/859·8300
Memorandum
VIA HAND DELIVERY
TO:
Alan Potamkin
Robert Potamkin
FROM:
Jeffrey L. Berkowitz
DATE:
May 27,2005
RE:
City of Miami Beach Development Agreement
Gentlemen:
Attached hereto please find a copy of the Development Agreement which has
been fully approved by the City of Miami Beach. I am prepared to execute the same on
behalf of A R & J SOBE, LLC. The Agreement is terminable at our discretion within
certain timeframes.
I believe that the Amended and Restated Operating Agreement requires your
consent for me to go forward and to execute the attached on behalf of the limited liability
company.
Please be kind enough to signify your consent in the space provided therefore
beneath my signature and to fax the document back to me as soon as possible so that I
can proceed to execute the Development Agreement.
JLB/yse
Consent is hereby granted:
RP Sobe, LLC
By:~~\?t\:L
Robert Potamkin, Manager
G:\Document Root\Fifth & Alton\Administration\Partnership\AP and RP memo re consent for Development Agreement 052705.doc
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ARTICLES OF ORGANIZATION
A&R SOBE, LLC
Each undersigned individual, being either a member or the authorized representative of a
member. hereby presents these Articles of Organization to the Department of State of the State of
Florida in accordance with Chapter 608, Florida Statutes, for the formation of a limited liability
company under the laws of the' State of Florida.
ARTICLE I
The name of the limited liability company (the "Company") is A&R SOBE, LLC.
ARTICLE II
Unless and until the Company is dissolved by the unanimous consent of the members or by
law, the Company will exist in perpetuity from the date of the filing of these Articles with the Florida
Department of State.
ARTICLE In
The mailing address and sfteet address of the Company's principal business office is: 4675
SW 74tb Street, Miami, Florida 33143.
- _._~.- . -
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. ARTICLE IV
The name of the initial registered agent and the street address of the initial registered office
are as follows:
Registered Agent
¡\ddress of Registered Office
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Wa.yne M. Pathman
Haber. Lewis &. Pathman, LLP
One Biscayne Tower, Suite 3660
2 South Biscayne Boulevard
Miami, Florida 33131
ARTICLE V
1. The m¢Inbers of the Company have the right to admit additional members trom time
to time as provided in the Regulations; and
2. The remaining members of the Company have the right to continue the business of the
Company on the death~ retirement, resignatìon~ expulsion, bankruptcy or dissolution of a member,
and any other event which terminates the continued membersbip of a member in the Company.
ARTICLE VI
The business of the Company is to be managed by a manager or managers. The names and
street addresses of the managers who are to serve as managers until the first annual meeting of
members or unti1 their successors are elected and qualify are as follows:
~
Street Address
Alan H. Potamkin.
4675' SW 74111 Stteet, Miami, Florida 33143
Robert M. Potamkin
4675 SW 74111 Str~t, Miami, Florida 33143
2
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ARTICLE vn.
The Company may exercise any powers, without limitation whatsoever, which a limited
liability company may legally exercise under the laws of the State of Florida.
ARTICLE vm
The Company may indemnify any manager, member, officer, employee or agent of the
Company to the fullest extent pennitted by Florida law.
IN WITNESS WHEREOF, the undersigned authorized representative of the Company has
hereunto executed these Articles of Organization this 29th day of December 1998. -
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ArticIes of Otgani.7atiaJ. oE
A & R s::m, II..C
ACCEPTANCE·OF REGISTERED AGENT
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACÇEPT SERVICE OF PROCESS
FOR THE ABOVE STATED LIMITED LIABILITY COMPANY AT THE PLACE DESIGNATED --
IN THIS CERTIFICATE. I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT
AND AGREE TO ACT IN TIllS CAPAÇITY. I FUR'J'HER AGREE TO CQMPLY 'WITH THE
PROVISIONS OF ALL- STA,!UTES RELATING TO, THE PRÇ>PER AND COMPLETE
PERFORMANCE OF MY DUTIES, AND I 'AM PAMILIAR '"WITH - AND ACCEPT THE
OBLIGATIONS OF MY POSITIOr-J AS REGISTERED AGENT.
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AFFIDAVIT OF MEMBERSHIP AND CONTRIBUTIONS
OF
A&R SODE, LLC
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STATE OF FLORIDA )
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COUNTY OYMIAm~-nADE - )
BEFORE ME, the undersigned, persõna1ly appeared Alan H. Potamkin, Manager of A&R
SOBB, LLC, being the limited liability company being formed hereunder, who. upon being duly
sworn, hereby attests to the following. to the best of his knowledge and belief:
1. Alan H, Potamkin is a Manager of A&R SOBR, LLC. the limited liability company
being fonned hereby, and is delivering this affidavit in such capacity.
2. A&R SOBE~ LLC,-ís å Iftnited liability company which has afleast one (1) member.
3. The total amount of cash to be contributed by all of the members is $350,000,00.
4. The description and agreed upon value of property contributed by the members of
property other than cash is as foI1ows: None,
5. The amount anticipated to be contributed by the members is $350,000.00 (as set forth
above).
FURTHER AFFIANT SA YETH NOT.
Under penalties of perjury, I declare that I have read the foregoing and that the facts alleged
. are true to the best of my kDowledge and belief.
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COUNTY OF MIAMI-DADE
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STATE OF FLORIDA
The foregoing instrument was acknowledged before me this 29111 day of December, 1998, by
Alan H. Potamkin, as Manager of A&R SOBE, LLC, being the limited liability company being
fonned hereunder. He is personally known to the undersigned or has produced a Florida Driver's
license as identification and did take an oath.
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Notary Public, State of Florida
Print Name: £. /J-[EJt ~bt:.7(
My Commission Expires:
9FfIC[AL NOT. YS,EAL
EALEXANDER
NOl'.ARYPtJBUCSTATEOP FLoRIDA
COMMSSION NO. CC658846 ,
MY COMMISSION 'EXP. :Y 15 001
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December 31, 1998
CAPITAL CONNECTION
.......... -. --,....
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__-FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
SUBJECT: A&R SOBE, LLC
Ref. Number: W98000029350
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We have received your document for A&R SOBE, LLC and your check(s) totaling
$337.50. However, the enclosed document has not been filed and is being
returned for the following correction(s):
Section 608.407(1}(e), Florida Statutes, requires the articles of organization to
set forth the right, if given, of the members to admit additional members and the
terms and conditions of the admissions. Reference to the operating
agreement/regulations is not sufficient.
Please retum your document, along with a copy of this letter, within 60 days or
your filing wiU be considered abandoned.
If you have any questions concerning the filing ~f your document, please call
(8S0) 487-6967.
Michelle Hodges
Document Specialist Letter Number: 198A00061234
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Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32814
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YL:.I: No.82'( ,01/20 '05 12:42
ID:BILZIN,SUMBERG
FAX:3053747593
PAGE
3/ 3
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FIRST:
ARTICLES OF AMENDMENT
to
ARTICLES OF ORGANIZATION
, of
A &lJt SOBE, LLC
(8 Florida Jimited Iiaøi1itv company) (the "Comn8nv")
The Articles of Organization of the Company were 'filed with the Florida
Department of State, Division of Corporations, on January 5, 1999.
The following amendments to the Articles of Organization were adopted by the
Company as of December 31, 2004:
H05000014569 3
SECOND:
1. Article I is hereby amended to read in its entirety as follows:
The name of the limited Jiability company (the
"Company") is AR & J SOBE, LLC.
2. Article II is hereby amended to read in its entirety as follows:
The tenn of the Company shall continue until December
31. 2053, unless sooner terminated in accordance with the
Company's operating agreement or upon the happening of
any event causing dissolution of a limited liability company
under the Florida Limited Liability Company Act.
3. Article III is hereby amended to read in its entirety as follows:
The mailing address and street address of the Company's
principal business office is clo Berkowitz Development
Group, 2665 South Bayshore Drive, Suite 1200, Coconut
Grove, Florida 33133,
4. Article VI is hereby amended to read in its entirety as follows:
The day-to-day business oftbe Company is to be managed by a manager
or managers. The name and street address of the manager of the
Company, who sbaH serve as such until its removal, are as follows:
Berkowitz Limited Partnership
c/o Berkowitz Deve)opment Group
2665 Soutb Bayshore Drive - Suite 1200
Coconut Çkove. Florida 33133
Dated: As of December 31. 2004
Is! BBNJAMIN SUCKBWER
Benjamin Suckewer, Esq., an Authorized R~resentative
of AP Sobe, LLC. a member of the Company
File No~ 14686-58
IMANNY! 38S682v4 1/13120056;2]:00 PM
H05000014569 3
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1 certify the attached is a true and correct copy of Certificate of ~
Amendment, filed on January 19, 2005, to the Articles of Organization for ~
A & R SOBE, LLC which changed its name to AR & J SOBE, LLC, a Florida ~
limited liability oompany, as shown by the reoords of this offioe. ~
This certificate is issued in accordance with aUdit~
Statutes, and authentioated by the code noted below~
document number of this limited liability company is L99000000037. ~
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Authentication Code: 005AO'0003748-0120PS-L99000000037-1/1 '
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Given under my hand and ,the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
~wentieth day of January, 2005
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CHICAGO TITLE INSURANCE COMPANY
COMMITMENT
SCHEDULE A
Office File #71982-17084 (CTIC pro forma 300402151)
Commitment No.: 71982-17084
Effective Date: May 16, 2005 at 11:00 p.m.
1.
Policy or Policies to be issued:
A;LTA LOAN POLICY [10-17-92 With Florida
Modifications] .
Proposed Insured: D,S, Century Bank
Amount: $1,500,000.00
ALTA OWNER'S POLICY, [Form B - 10-17-92
With Florida Modifications]. Amount: $
Proposed Insured:
2. The estate or interest in the land described or referred to in this Commitment and
covered herein is a fee simple, and the title thereto is at the effective date hereof
vested in: A, R & J Sobe, LLC
3. The land is described as follows:
Lot 1 through 16 in Block 104, of OCEAN BEACH; FLORIDA, ADDITION NO.
3, according to the plat thereof as recorded in Plat Book 2, Page 81, of the Public
Records ofMiarn.i - Dade County, Florida less the South 10 feet of the East 50
feet of Lot 8 and less the South 10 feet ofthe West 50 feet of the East 100 feet of
Lot 8 and less the South 10 feet of Lot 9 in Block 104 of Ocean Beach;
AND
That certain 20 foot wide alley, bounded on the east by the west boundary of
Lots 1 through 8, Block 104, Ocean Beach Florida AdditIon No, 3 according to
the plat thereof as recorded in Plat Book 2, Page 81 of the Public Records of
, Miami-Dade Còunty, Florida; bounded on the westby the east line of Lots 9
through 16, of said Block 104; bounded on the north by the north line of Lot 1 of
said Block 104 projected westerly; and bounded on the sòuth by the north line of
the south 10 feet of Lot 8 of said Block 104 projected westerly
NOTE:This Commitment consists of insert pages labeled Schedule A, Schedule B-
Section 1, and Schedule B-Section 2, This Commitment is of no force and effect unless
all schedules are included, along with any Rider pages incorporated by reference in the
insert pages.
MIAMI 896564.17198217084
\
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CHICAGO TITLE INSURANCE COMPANY
COMMITMENT CONTINUED.,......,...,..........
Commitment No, 71982-17084
File No. 71982-17084
COMMITMENTSCHEDULEB
Section 1
REQUIREMENTS
The following are the requirements to be complied with:
1, Instruments necessary to create the estate or interest to be insured must be
properly executed, delivered and duly filed of record:
(a) Satisfactory Mortgage and Note to the proposed loan insured
2. Payment of the full consideration to, or for the account of, the grantors or
mortgagors.
3. Payment of all taxes, charges, assessments, levied and assessed against subject
premises, which are due and payable,
4. Satisfactory evidence of the existence, good standing and authority of the current
owner.
5. Satisfactory affidavit or other proof regarding:
(a) Mechanics' liens,
(b) Parties in possession,
(c) Pending and certified liens,
(d) Waste, water and sewer charges,
(e) Survey matters.
6, Satisfactory disposition of Final Judgment for $428 plus interest against Potamkin
Chevrolet, Inc., recorded in Official Records Book 16752, Page 2548, of the Public
Records of Miami-Dade County, FIQrida.
\73190\10087\ # 527349 v 1
6/13/05 9:54 AM
MIAMI 896564.1 7198217084
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT CONTINUED"...,............,.."
Commitment No. 71982-17084
File No. 71982-17084
SCHEDULE B
Section 2
(EXCEPTIONS)
Schedule B of the policy or policies to be issued will contain exceptions to the following
matters unless the same are disposed of to the satisfaction of the Company:
I, Defects, liens, encumbrances, adverse claims or other matters, if any, created, first
appearing in the public records or attaching subsequent to the effective date hereof but
prior to the date the proposed insured acquires for value of record the estate or interest or
mortgage thereon covered by this Commitment.
2. Standard Exceptions:
(a) Rights or claims of parties in possession not shown by the public records.
(b) Easements, or claims of easements, not shown by the public records.
(c) Encroachments, overlaps, boundary line disputes, or other matters which
would be disclosed by an accurate survey and inspection of the premises.
(d) Any lien, or right to a lien, for service, labor, or material heretofore or
hereafter furnished, imposed by law and not shown by the public records,
(e) Taxes or special assessments which are not shown as existing liens by the
public records.
(f) Any claim that any portion of said lands are sovereignty lands of the State
of Florida, including submerged, filled or artificially exposed lands and lands accreted to
such lands.
(g) Taxes and assessments for the year 2005 and subsequent years.
Standard exceptions (a) - (f), but not (g), are deleted.
3. Covenants, conditions and restrictions as set forth in the Special Warranty Deed
recorded in Official Records Book 12745, Page 3829, ofthe Public Records of Miami-
Dade County, Florida,
4. The effects of Orders recorded in Official Records Book 16293, Page 506, and in
Official Records Book 22847, Page 3528, both of the Public Records ofMian1Ï-Dade
County, Florida. Any Florida form 9 title insurance coverage shall be inapplicable to this
item.
5. Reservations for oil, gas, mineral, metal, phosphate and petroleum contained in
Deed recorded in Deed Book 162, Page 398, of the Public Records of Miami-Dade
County, Florida. Note: the right of entry and exploration has been released pursuant to
FS Section 270.11.
\73190\10087\ # 527349 y 1
6/13/05 9:54 AM
MIAMI 896564,1 7198217084
·
CHICAGO TITLE INSURANCE COMPANY
COMMITMENT CONTINUED..,.....,.........,.."
Commitment No, 71982-17084
File No. 71982-17084
6, Covenants, conditions and restrictions, including a right of reverter, set forth in
unrecorded Vacation Agreement referenced in unrecorded City of Miami Beach
Resolution 2005-25827, as to the alley between Lot 1-8 and Lots 9-16,
7. The rights of all public utility and cable companies having a franchise in the area
to maintain existing facilities in the alley between Lot 1-8 and Lots 9-16, including those
facilities reflected in the survey described in item 9 below, .
8. Covenants, conditions and restrictions set forth in unrecorded Development
Agreement between the City of Miami Beach and the fee owner.
9. Potential right of way in the south 10 feet of the west 50 feet oflot 8,
approximately .9 foot encroachment of building at the southeast comer ofthe subject
property outside the east boundary of the subject property, and approximately .2 foot
encroachment of chain link fence along the east boundaries of Lots 1, 2 and 3 outside the
east boundary of the subject property, all as reflected on survey prepared by Weidener
Surveying and Mapping, P.A. under project no. 1628F, last revised 1/23/2004.
¡:
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MIAMI 896564,1 7198217084