Holland & Knight

701 Brickell Avenue, Suite 3000 I Miami, FL 33131 I T 305 .374.8500 I F 305.789. 7799 Holland &~n i g ht LLP I www.hklaw.com

Ines Marrero-Priegues 305.789.7776 [email protected]

January 21,2014

Mr. Francisco Garcia Director Planning and Zoning Department City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130

Re: TREO Douglas Station, LLC/ Application for Land Use Change and Zoning Change for a ±1.16 acre parcel located at the SIW intersection of S.W. 37 Avenue and Bird Road

Dear Mr. Garcia,

The undersigned is the legal representative of TREO Douglas Station, LLC, the Owner of a 1.39 acre parcel located at the southwestern intersection of S.W. 37th Avenue and Bird Road. The Property is comprised of 5 parcels identified as 3090 SW 37 Avenue, 3031 SW 37 Court, 3750 Bird Road, 3734 Bird Road and 3736 Bird Road. The subject property is currently developed with a one story, ±23,000 warehouse building and vacant lots that have been recently used as a parking lot. The site is located on the fringes of what once was the Coral Gables/City of Miami industrial area. This area has recently been transformed into a mixed use residential and commercial area, in close proximity to Metrorail mass transit, . US 1, and the University of Miami.

This application requests a zoning and land use change from Light Industrial to General Commercial and a zoning change from DI (Workplace) to T6-12 0 (Urban Core Zone). Section 7.1.2.8. of Miami 21 establishes the permitted successional zoning for parcels of less than 9 acres. For Transect Zone D1, the Miami 21 Code provides that the succesional zone is T6-8*

with (*) note that II [t]he Planning Department shall make a recommendation as to which Transect Zone will yield the most coherent pattern given the established zoning pattern and context in the

immediate vicinity. II The areas immediately to the south and to the west of the application property are zoned T6-12 O. Expanding the T6-12 0 Transect to the subject property is a logical extension of the established zoning pattern within the City of Miami as well as the developments to the west along Bird Road, within the City of Coral Gables.

Atlanta I Bethesda I Boston I Chicago I Fort Lauderdale I Jacksonville I Lakeland I Los Angeles I Miami I New York Northern Virginia I Orlando I Portland I San Francisco I Tallahassee I Tampa I Washington, D.C. I West Palm Beach Mr. Francisco Garcia January 21, 2014 Page 2

In addition, the Property is located within the 114 mile pedestrian shed of the Douglas Road Metrorail Station. The requested land use and zoning amendments to a land use category and transect that permit higher residential density and intensity in close proximity to the Douglas Road Metrorail Station (within less than 500 feet) is consistent with the planning and future land use policies of the City's Comprehensive Neighborhood Plan.

Policy LU-1.1.10: The City's land development regulations will encourage high density residential development and redevelopment in close proximity to Metrorail and Metromover stations. (See Transportation Policy TR-l.5.2 and Housing Policy HO-l.l.9.)

Policy TR-1.5.2: The City shall conduct appropriate land use and zoning analysis of the areas surrounding each existing and future premium transit station as such station sites are approved by Miami-Dade County or the City of Miami for development in order to determine whether appropriate land use and zoning changes should be implemented that foster the development and use of the stations while protecting adjacent neighborhoods from incompatible development (examining height, density and intensity, use and scale). Such land use and zoning changes shall include minimum and maximum density and intensity standards at the time of implementation.

A. The City shall encourage development of a wide variety of residential and non-residential land-uses and activities in nodes around rapid transit stations to produce short trips, minimize transfers, attract transit ridership, and promote transit operational and financial efficiencies. Land uses that may be approved around transit stations shall include housing, shopping, and offices in moderate to high density and intensity, complemented by compatible entertainment, cultural uses and human services in varying mixes. The particular uses that are approved in a given station area should respect the character of the nearby neighborhood, strive to serve the needs of the neighborhood, and promote balance in the range of existing and planned land uses along the subject transit line. _

B. It is the policy of the City of Miami to accommodate new development around rapid transit stations that is well designed, conducive to both pedestrian and transit use, and architecturally attractive. In recognition that many transit riders begin and end their trips as pedestrians, pedestrian accommodations shall include, as appropriate, continuous sidewalks to the transit station, small blocks and closely intersecting streets, buildings oriented to the street or other pedestrian paths, parking lots predominantly to the rear and sides of buildings, primary building entrances as close to the street or transit stop as to the parking lot, shade trees, awnings and other weather protection for pedestrians. * * * * *

G. The City of Miami seeks to increase the density of development within walking distance of rapid transit stations in a manner appropriate to the particular setting of each transit station and consistent with the policies of the MCNP that specify that existing abutting residential neighborhoods are to be protected and preserved. Mr. Francisco Garcia January 21 , 201 4 Page 3

Accordingly, land use change and rezoning of the Property to an appropriate transect with higher residential and development density is consistent with the adopted Transit Oriented Development designation for the Property in the Miami 21 Zoning Code, the General Commercial land use designation in the Future Land Use Plan of the Comprehensive Neighborhood Plan, the land use and transportation policies of the City's Comprehensive Neighborhood Plan and the transect planning principles of Miami 21.

The Applicant propose to develop the site with a mixed use residential building of approximately 181 units, approximately 24,900 square feet of ground floor retail uses in a twelve (12) story building with 1 level of below grade parking. Plans are close to completion. We look forward to submitting them to the Planning Department for their review in the coming weeks and prior to consideration of the requests of this application by the Planning Zoning and Appeals Board.

Based on the foregoing, we respectfully request the favorable review and recommendation by the Planning Director. Should you have any questions regarding the foregoing, please do not hesitate to contact me at (305) 789-7776 or email [email protected].

Respectfully submitted by,

HOLLAND & KNIGHT LLP q~H- Ines Marrero-Priegues

C,OMP,REHENSIVE PLAN APPLICATION , .. ~ 1 /', RE '/ " ~"~."~ ~ I ' PLAN CE/~" r ' l .; i ",;. '.' '~ " . .1-. NING DEPARTi~ .

* ,~, I I • ,'I ~LANNING AND ZONING DEPARTMENT, HEARING BOAR ~~ ~jfi1T ~ON tEN I nd fd eo 444 SW 2 Avenue, 3 Floor. Miami, Florida 33130 • Telephone 305~ €- ~ 0 flJ1 6: 36 ~ . •. www.miamigov.com/hearing boards l~ r

Welcome to the City of Miami! This application is intended to serve as a guide in assisting you with our public hearing process. Please feel free to contact us, should you have any questions.

There is no deadline to submit this application as it is presented semi-annually to the Planning, Zoning and Appeals Board and the City Commission. The application submittal date is the date stamped by Hearing Boards' staff on this page. The responses to this application must be typed and signed in black ink. All pertinent and accurate information/documentation; i.e., the plans, reports, exhibits, shall be presented at the time of filing, in addition to the paid receipt. The applicant is responsible for the accuracy of the information contained in the application and all supporting materials. Should you wish, you could bring the materials to our office for review prior to submittal to ensure completeness.

You will be responsible, if needed, to bring an interpreter for the English language to any presentation before city boards, committees and the city commission. A valid power of attorney will be required if neither applicant or legal counsel representing the applicant execute the application or desire to make a presentation before city boards, committees and the city commission. All documents, reports, studies, exhibits (8Y2x11") or other materials submitted during this process will be kept as part of the record. Any documents offered to the Planning, Zoning and Appeals Board and the City Commission, which have not been provided fifteen (15) days before the meeting as part of the agenda materials will be entered into the record at the discretion of the aforementioned Board and Commission.

ORDINANCE NO. 11469, CODIFIED IN CHAPTER 2, ARTICLE VI OF THE CITY CODE STATES THAT ANY PERSON WHO RECEIVES COMPENSATION, REMUNERATION OR EXPENSES FOR CONDUCTING LOBBYING ACTIVITIES TO REGISTER AS A LOBBYIST WITH THE CITY CLERK, PRIOR TO ENGAGING IN LOBBYING ACTIVITIES BEFORE CITY STAFF, BOARDS, COMMITTEES AND THE CITY COMMISSION. A COPY OF SAID ORDINANCE IS AVAILABLE IN THE OFFICE OF THE CITY CLERK (MIAMI CITY HALL), LOCATED AT 3500 PAN AMERICAN DRIVE, MIAMI, FLORIDA, 33133.

Ordinance No. 12918 states that each person or entity requesting approval, relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees regarding any issue, shall disclose at the commencement (or continuance) of the public hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, for an agreement to support or withhold objection to the requested approval, relief or action. The Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit included in this package must be submitted with the application. The applicant must, at the commencement of any public hearing on the issue, if there is any disclosure to report, read the disclosure into the record. Also, the applicant must supplement the affidavit if there is any new information or additional information to disclose.

Copies of City Commission resolutions and ordinances can be obtained at our website through the "Legislative Hub", or for certified copies, contact the City Clerk's Office at 305-250-5360. , ,- 'Pleas..e .refer to ~ection 62-31 of the Miami City Code for Comprehensive Plan information.

i ~ , ,t: f" ' -: .,

, 1. Applicant(s): Ihes Marrero-Priegues, Esq.,authorized legal representative for TREO Douglas Station, LLC, a Florida limited liability company

. \ 2. Subject property address(es) and folio number(s): ): 3750, 3734, 3736 Bird Road; 3031 SW 37 Court; and 3090 SW 37 Avenue! 01-4117-003-1770; 1760;1750;1780; and 1820

3. Present designation(s): ____-'L:!i.::1g~ht~l.!..!n~du~s~t~ria~I ______4. Future designatio~(s) : ____~R~e~s~tr~ic~t~ed~C~o~m~m~e~r~c~ia~1 ______~

5. If the requested Land Use is approved, will a Rezoning be requested for consistency with the Zoning Atlas, per F.S. 163.3184(3)(e)? YES If yes, please contact Planning at 305-416-1400.

6. Has the designation of this property been changed in the last year? If so, when? .:..:N~O:.-.-___

7. Do you own any other property within 200 feet of the subject property? NO If yes, has the property been granted a Land Use Change within the last year? ---=-N.:.:.,:!A'-'--___

8. One (1) original, two (2) 11x17" copies and one (1) 8Y2x11 copy of the survey of the property prepared by a State of Florida registered land surveyor within six (6) months from the date of the application.

9. A clear and legible copy of the recorded warranty deed and tax forms of the most current year showing the present owner(s) and legal description of the property to match the legal description on the survey.

10. A clear and legible copy of the subject property address(es) and legal description(s) on a separate sheet, labeled as "Exhibit A", to match with the current survey's legal description.

11. At least two photographs showing the entire property showing land and improvements.

12. Copy of the lobbyist registration processed by the Office of the City Clerk, if applicable.

13. Affidavit of Authority to Act and the Disclosure of Ownership of all owner-and contract purchasers, if applicable-of the subject property.

14. For all corporations and partnerships indicated: a) Articles of Incorporation; b) Certificate from Tallahassee showing good standing, less than one (1) year old; c) Corporate Resolution or a Power of Attorney signed by the secretary of the Corporation authorizing the person who signed the application to do so; d) Non-profit organizations: A list of Board of Directors less than one (1) year old.

15. Certified list of owners of real estate within 500 feet of the subject property.

16. Original Disclosure of Consideration Provided or Committed for Agreement to Support or Withhold Objection Affidavit.

17. Original Public School Concurrency Management System Entered Requirements form.

18. The subject property(ies) cannot have any open code enforcement/lien violations.

Rev. 07-2013 2 APPLICATION

19. What-is the acr~age of the project/property site? 1.16 acres (50,447 square feet)

\ 20. Wh ~ t ,is the purpose of this application/nature of proposed use? Mixed Use Residential I' h..cS .;::\ s~'.~~~

21. Is the property within the boundaries of a historic site, historic district or archeological zone? Please contact the Planning and Zoning Department on the 3rd Floor for information. NO

22. Is the property within the boundaries of an Environmental Preservation District? Please contact the Planning and Zoning Department on the 3rd Floor for information. NO

23. Is the property within the Coastal High Hazard Area (CHHA)? Please contact the Planning and Zoning Department on the 3rd Floor for information and further instructions. __...:...N.:....;:O"--- ___

24. What would be the anticipated duration of the presentation in front of the: o Planning, Zoning and Appeals Board 30 mins. and/or 0 City Commission 30 minutes

25. Cost of processing according to Section 62-22 of the Miami City Code*:

a. Application to Amend the Comprehensive Neighborhood Plan per acre $ 5,000.00 (10,000) b. Advertising $ 1,500.00 ( 1,500) c. School Concurrency Processing $ 150.00 ( 150) d. Mail notice fee per notice $ 4.50 ( 630) e. Meeting package mailing fee per package $ 6,00 ( 72)

*Fees over $25, 000. 00, shall be paid in the form of a certified check, cashier's check, or money order.

Address 701 Brickell Avenue. Suite 3300 Miami, FL 3331 Name

Telephone 305789-7776 E-mail ines. [email protected]

STATE OF FLORIDA -- COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this 2.1.J:i day of v(kl1Lt...L4l 20 If ' by T)f/J Marrero#> e(','t!.~/LfJ., £~,.' r who is a(n) individual/partner/agentlcorporation of a(n) individual/partnership/corporation, He/She is personally known to me or who has produced ____ as identification and who did (did not) take a~ ~~

(Stamp) ~ ,,-;,:.'ifo."1 ~k-" SIUBY FlEITES {2 ""f.\ My COMMISSION # EE 875841 ~i .. ' .. ~~ EXPI RES: April 16, 2017 ·'/f,.cf~I~~~~ · Bonded Thru Notary Public Underwriters

Rev, 07-2013 3 .... , .,< AFFIDAVIT OF AUTHORITY TO ACT

Before me this day, the undersigned personally appeared Ines Marrero-Priegues., Holland & Knight. LLp· , who being by me first deposes and says:

1. That she is the legal representative of the owner, submitting the public hearing application as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as listed on the foregoing pages.

2. That all owners who he/she represents, if any, have given his/her full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the foregoing petition, 0 including or 0 not including responses to day to day staff inquires.

3. That the foregoing and following pages are part of this affidavit and contain the current names, mailing addresses, telephone numbers and legal descriptions of the real property of which he/she is the owner or legal representative.

4. That the facts, as represented in the application and documents submitted in conjunction with this affidavit, are true and correct.

Further Affiant sayeth not.

Ines Marrero-Priegues, Esq. Holland & Knight, LLP

Applicant(s) Name

STATE OF FLORIDA -- COUNTY OF MIAMI-DADE

The foregoing was acknowledged before me~s ;1.1.1:1 day of V~ 20 lei , by ~ Harrt.rP - l2""u.t,, ~, CS f. who is a(~dual/partner/agentlcorporation of fF r a(n) individual/partnership/corporation. He/She is personally known to me or ,tIho has produced ____ as identification and who did (did not) take an oath. - ~. ~4

SIUBY FLEITES MY COMMISSION # EE B75841 EXPIRES: April 16,2P.17 Bonded Thru NolaIY Publiii~ rs

Rev. 07-2013 4 APPLICATION

DISCLOSURE OF OWNERSHIP

. \ 1. List the ,owner(s) of the subject property and percentage of ownership. Note: The Miami City Code reqi.Jlres .disclosure of all parties having a financial interest, either direct or indirect, with respect to a presentation, request or petition. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their address(es) and proportionate interest are required. Please supply additional lists, if necessary.

Owner's Name(es) TREO Douglas Station LLC, a Florida limited liability company

Percentage of Ownership 100% (Please refer to Disclosure of Interest addendum)

Subject Property Address(es) 3750, 3734, 3736 Bird Road; 3031 SW 37 Court; and 3090 SW 37 Avenue

2. List all street address(es) and legal description(s) of any property located within 500 feet of the subject property owned by any and all parties listed in question #1 above. Please supply additional lists, if necessary.

Street Address(es): Legal Description(s):

NONE N/A

Ines Marrero-Priegues, Esq. Holland & Knight, LLP

Owner(s) or Attorney Name

STATE OF FLORIDA -- COUNTY OF MIAMI-DADE

The foregoing was acknowledged before me this --""":>.L...:7"T'""- 20 1st , by , - who is a(n) (ndividual/partner/agentlcorporation of a ) individual/partnership/corporation. He/She is personally known to me or who has produced ______as identification and who did (did not) take an oath.

(Stamp) ~Sign ture ~~

SIUBY FLEITES MY COMMISSION # EE 875841 EXPIRES: April 16, 2017 Bonded Thru Notary Public Underwriters

Rev. 07-2013 5 LEGAL DESCRIPTION

Lots 6, 7 and 8, Block 9, less the North 20.00 feet for Street, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida; AND

Lots 9, 10 and 11, Block 9 less the North 20.00 feet for Street, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida; AND

Lots 12, 16, 17, 18, J9, 20, 21, 22, 23 and 24, Block 9, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida; AND

LESS the South 10 feet of Lots 23 and 24; LESS the West 10 feet of Lots 12, 16,17,20,21 and 24 and LESS the East 20 feet of Lots 18, 19, 22 and 23, all in Block 9, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida.

Parcel Identification Number: 01-4117-003-1820; 01-4117-003-1760; 01-4117-003-1770; 01- 4117-003-1780; 01-4117-003-1780; 01-4117-003-1750.

#27235279 vI Disclosure of Interest TREO Douglas Station

TREO Douglas Station, LLC, a Florida limited liability company

Managing Member Percentage Interest

The TREO Group, LLC 20%

Members Percentage Interest

ARN Investments Group, LLC 5.2936%

Carlos & Yvette Ortega 1.3234%

Eduardo & Aradelys Garcia 1.3234%

Emilio and Haymet Sauma 7.9404%

Francisco Diaz 2.6468%

Ivy Properties, Inc 1.3234%

Jose & Jessica Villar 0.9264%

Luis & Marta Lemes 5.2936%

Luis A. Aldariz Salazar 6.6170%

Orlando A. Gomez Enterprises 3.3085%

Samkle Investments, LLC 44.0033%

Total 100% Disclosure of Interest TREO Douglas Station

ARN Investments Group, LLC Nancy Ramos Mata 50% Alfonso Ramos 50%

Ivy Properties, Inc

Otto 1. Boudet-Murias 100%

Orlando A. Gomez Enterprises Ana Garcia Irrevocable Family Trust (42.00%) Eduardo J Garcia Jr (l3.75%) Orlando F Garcia (13.75%) Alexa I Garcia ( 5.00%) Erica M Garcia ( 5.00%) Orlando A. Garcia ( 5.00%) Eduardo E Garcia ( 5.00%) Paola E Garcia ( 5.00%) Alexa I Garcia Trust ( 1.10%) Erica M Garcia Trust ( 1.10%) Orlando A. Garcia Trust ( 1.10%) Eduardo E Garcia Trust ( 1.10%) Paola E Garcia Trust ( 1.10%) 100% Samkle Investments, LLC S. Klein Family Partnership, a Florida 100% EK Family Trust (50.0%) BKJK Trust (25.0%) NK Family Trust (12.5%) RK Family Trust (12.5%) 100% ! - - -- : ~ ~ 6

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Applicant Fields Information

Application Type Public Hearing Application Sub-Type Land Use-+ Re'Z..ON1'" 6 Application Name * TREO Douglas Station, LLC Application Phone * 305-448-7092 Application Email * oboudet@ treogroup.com Application Address *

Contact Fields Information

Contact Name * Ines Marrero-Priegues Contact Phone * 305-789-7776 Contact Email * [email protected] Local Govt. Name City of Miami Local Govt. Phone 305-416-1400 Local Govt. Email [email protected] ami.n.us Local Govt. App. Number (OFFICIAL USE ONLY)

Property Fields Information

Master Folio Number * 01 -4117-003-1820; 1750;1760; 1770; 1780 Additional Folio Number Total Acreage * 1.16 Proposed Land Use/Zoning * T6-12 I R.e'!lt.y"tecl Commeyc. ,'A I Single-Family Detached Units * Single-Family Attached Units (Duplex) * Multi-Family Units * 181 Total # of Units * 181 Redevelopment Information (MUSPs) - Re-development applications are for those vacant sites for which a local govemment has provided vested rights; or for an already improved property which does not have to be re-platted as deemed by the local government. The number of units to be input into the eMS is the net difference between the existing vested number of units and the newly proposed number of units. Example: an existing 20-unit structure will be torn down for redevelopment. The newly proposed development calls for 40 total units. Local government shall input 20 units in the eMS (net difference between the 20 units vested less the newly proposed 4 units).

Required Fields for Application * '-follQ,,'\ ~ k~I'S"'1., LL P T"~5 M~rrLto - PY"t l,e~, 4,. Owner(s)-/Attomey/Applicant Na e "I - STATE OF FLORIDA COUNTY OF MIAMI-DADE

T~ foregoing was 20 I ~ , by __~ ~~~~~UU~~~~~~~~~~~~ ______who is a(n) individuallpartner/agent/corporation of a(n) individual/partnership/corporation. He/She is personally known to me or who has produced ______as identification and who did (did not) take an oath. ,

(Stamp) SIUBY FLEITES MYCO MMISSION # EE 875841 EXPIRES: April 16, 2017 Bonded Thru NOtary Public Underwriters CFN: 20130870474 BOOK 28894 PAGE 36 DATE:11/01/2013 10:23:07 AM DEED DOC 34,200.00 SURTAX 25,650.00 HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY

Prepared by and return to: Linda Worton Jackson SALAZARJACKSON,LLP Two S. Biscayne Blvd., Suite 3760 Coconut Grove, FL 33133 Purchase Price: $5,700,000 Documentary Stamps: $__

______[Space Above This Line For Recording DataJ ______Special Warranty Deed

This Special Warranty Deed made this 3c1'-- day of October, 2013 between Helen B. Bentley Family Health Center, Inc., a Florida nonprofit corporation, whose post office address is 3090 S.W. 37th Avenue, Coconut Grove, FL 33133, grantor, and TREO Douglas Station LLC, a Florida limited liability company whose post office address is 2950 S.W. 27th Avenue, Suite 300, Miami, FL 33133, grantee:

(Whenever used herein the terms grantor and grantee include all the parties to this instrument and the heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, trusts and trustees)

Witnesseth, that said grantor, for and in consideration of the sum TEN AND NOfl 00 DOLLARS ($10.00) and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Miami-Dade County, Florida, to-wit:

Lots 12, 16, 17, 18, ]9, 20, 21, 22, 23 and 24, Block 9, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida; AND

LESS the South 10 feet of Lots 23 and 24; LESS the West 10 feet of Lots 12, 16, 17,20,21 and 24 and LESS the East 20 feet of Lots 18, 19, 22 and 23, all in Block 9, REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, according to the Plat thereof, as recorded in Plat Book 2, at Page 85, of the Public Records of Miami-Dade County, Florida.

Parcel Identification Number: 01-4117-003-]820; 01-4117-003-1760; 01-4117-003-1770; 01- 4117-003-1780; 01-4117-003-1780; 01-4117-003-1750.

Subject to the permitted exceptions set forth on Exhibit A attached hereto, without the intent to reimpose same. CFN: 20130870474 BOOK 28894 PAGE 37

Together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.

To Have and to Hold, the same in fee simple forever.

And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under grantors.

In Witness Whereof, grantor has hereunto set grantor's hand and seal the day and year first above written.

Signed, sealed and delivered in our presence:

Helen B. Bentley Family Health Center, Inc., . a Florida not for profit corporation

BY'~Its: President

(Corporate Seal)

State of Florida County of Miami-Dade

The foregoing instrument was acknowledged before me this 30"f1.... day of October, 2013 by Dr. Caleb A. Davis, as President of Helen B. Bentley Family Health Center, Inc., a Florida not for profit corporation, who [ ] is perso y known or [ v1 has produced a driver's license as identification. - ~ ~/,~ [Notary Seal] Printed Name: !llr -/lAarc..t.//..t. L-€~ ~.fr? 1J'~ '''-MARCElLE LEE •• ~. •~ Notary PubUc - SIJt. 01 FIori4a My Commission Expires: J[.,m-i!. ~ S- I Z 0 Ir \"- ,.i My Comm. Expires Jun 25. 2017 ••:,: 0, "o>;:~" CommiSSion" FF 3107' ', .. """ Bofldtij Through Natrona ' ~ " , < . . CFN: 20130870474 BOOK 28894 PAGE 38

EXHIBIT A PERMITTED EXCEPTIONS

I. Taxes and assessments for the year 20 13 and subsequent years, which are not yet due and payable.

2. All matters contained on the Plat of REALTY SECURITIES CORPORATION'S PLAT OF COCOANUT GROVE, as recorded in Plat Book 2, Page 85, of the Public Records of Miami-Dade County, Florida.

3. Building restrictions in Deed Book 3652, Page 367, of the Public Records of Miami-Dade County, Florida.

4. Covenant Running with the Land recorded in Official Records Book 10371, Page 1960, as affected by affidavit in Official Records Book 10548, Page 1310, of the Public Records of Miami-Dade County, Florida.

5. Covenant Running with the Land recorded in Officil1l Records Book 11813, Page 606, of the Public Records of Miami-Dade County, Florida.

6. Agreement for Water and Sanitary Sewage Facilities recorded in Official Records Book 16908, Page 2777, ofthe Public Records of Miami-Dade County, Florida.

7. Unity of Title recorded in Official Records Book 17093, Page 3620, of the Public Records of Miami-Dade County, Florida. CFN: 20130870474 BOOK 28894 PAGE 39

SECRETARY'SCERTDnCATE AND INCUMBENCY CERTIFICATE

The undersigned, as Secretary of HELEN B. BENTLEY FAMILY HEALTH CENTER, INC. (the "Corporation"), does hereby certify that:

1. Attached hereto as Exhibit A is a true, correct and complete copy of the Articles of Incorporation of the Corporation which is, as of the date hereof, in full force and effect. No amendment to or restatement of the Corporation's Articles of Incorporation has been filed since the date set forth thereon and no action has been taken by the Corporation in contemplation of the filing of any amendment to or restatement of the Corporation's Articles of Incorporation.

2. Attached hereto as Exhibit B is a true, correct and complete copy of the Bylaws of the Corporation which are, as of the date hereof, in full force and effect. No amendment to or restatement of the Corporation's Bylaws has been made since the date set forth thereon and no action has been taken by the Corporation in contemplation of any amendment to or restatement of the Corporation's Bylaws.

3. Attached hereto as Exhibit C is a copy of the good standing certificate of the Corporation issued by the Secretary of State of the State of Florida.

4. The Corporation does not have members. Rather, the Corporation is managed by a Board of Directors. The following persons have been duly elected and qualified as, and on this date are, all of the members of the Board of Directors of the Corporation:

Dr. Caleb A. Davis, Zondra James-Fountain, Barbara B. Jordan, Norman P. Range, Gene S. Tinnie, Pinky Sands, Annie Baker and Vivian Gonzalez Diaz. The ninth director resigned and has not been replaced.

5. Attached hereto as Exhibit D is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the Corporation at a meeting held on September 12, 2013 authorizing the sale of substantially all of the assets of the Corporation to satisfy the liabilities of the Corporation. Such resolutions are the only resolutions adopted by the Board of Directors of the Corporation with respect to such transaction and have not been amended, modified, revoked or rescinded as of the date hereof and remain in full force and effect. Such resolutions have been adopted in conformity with the Articles of Incorporation, Bylaws and other organizational documents of the Corporation. CFN: 20130870474 BOOK 28894 PAGE 40

6. The person named below has been duly elected and qualified as, and on this date is, the acting President of the Corporation authorized to sign on behalf of the Corporation the conveyance documents described in the resolutions and set forth opposite his name is his genuine signature.

President:

IN WITNESS WHEREOF, I have hereunto set my hand this _ day of October, 2013.

Barbara B. Jordan, Secretary

2 CFN: 20130870474 BOOK 28894 PAGE 41

President:

Name: Dr. Caleb A. Davis

IN WITNESS WHEREOF, I have hereunto set my hand thib day of October, 2013.

2 CFN: 20130870474 BOOK 28894 PAGE 42

Exhibit" A"

Articles of Incorporation

Intentionally Deleted CFN: 20130870474 BOOK 28894 PAGE 43

Bylaw:; INTENTIONALLY DELETED CFN: 20130870474 BOOK 28894 PAGE 44

Exhibit" D"

Resolutions

BE [T RESOL YED that it is in the best interest of the Corporation to enter into that certain Agreement for Sale and Purchase of Real Property dated September 17, 2013, as amended (the "Purchase Agreement") for the sale of that certain real property and related assets located at 3090 S.W. 37th Avenue, Coconut Grove, Florida 33133 (.:ollectively, the "Pro~l!Y") for the sum of $5,700,000 (the "Transaction "); and

BE IT FURTHER RESOLVED that Dr. Caleb A. Davis, the President of the Corporation, be arid is hereby authorized and directed to execute and deliver on behalf of the Corporation any and all documents required in connection with the Transaction, including, without limitation, that certain: (a) Spedal Warranty Deed, (b) Bill of Sale, (c) Owner's Title Affidavit, (d) FlRPT A Non Foreign Affidavit, (e) Assignment of Development Rights, (f) Closing Statement, and (g) such other oocuments as may be necessary or desirable to effect the Transaction (collectively, the "Trimsaction Documents"), each in the form approved by the President of the Corporation, slich approval to b~ conclusively evidenced by the execution thereof: and

BE IT FURTHER RESOLVED, that· the President of the Corporation be, and hereby is, authorized and empowered to do and to perfonn, or cause to be done and performed, all such other acts, deeds and things, and to make, execute and deliver, or cau-se to be made, executed and delivered the Transaction Documents and all such other agreements, undertakings, documents, instruments or certificates in the name, and on behalf, of the Corporation, as the President may deem necessary or appropriate to effectuate or carry out fuUy the purpose and intent of the foregoing resolutions and to be in the best interest of the Corporation (as conclusively evidenced by the taking of such action or the execution and delivery of such agreements, undenakings, documents, instruments or certificates, as the case may be, by or under the direction of him), and that all acts, deeds and things heretofore done or performed by the proper officer of the Corporation in connection with the Transaction be, and hereby are, approved, ratified and con finned in all respects; and

BE IT FURTHER RESOL YEO, that the cash due to Seller set forth in the Closing Statement be delivered to Salazar Jackson Trust Account. --_ ._.... _ _._------

CFN: 20130870474 BOOK 28894 PAGE 45

CERTIFICATION

The undersigned, being all of the members of the Board of Directors of Helen B. Bentley Family Health Center, Inc., a Florida not for profit corporation (the "Corporation"), hereby certify that the resolutions attached to the Secretary Certificate as Exhibit "D" were duly adopted at a meeting of the Board of Directors on September 13, 2013 and there have been no modifications, additions or amendments thereto as of the date hereof. Further, the undersigned hereby certify that no agreements, documents or instruments of any nature or type whatsoever operate to prohibit, preclude, or in any way whatsoever restrict or limit the Corporation's ability to enter into and perform the terms or conditions of that certain Purchase Agreement by and between the Corporation and TREO Douglas Station, LLC, a Florida limited liability company. Further, the undersigned hereby certify that all provisions in the Articles of Incorporation and By-Laws pertaining to the conveyance of the real property have been met.

Dated: October ~O , 2013

Witness: ~d ~ Print Name: Be ,ar 'Iyfl./Jt'6vr/l Dr.

Wime~~PrintNa: ~c ~

Witness: ------Print Name: Barbara B. Jordan ---~------

Witness: ------Print Name: ------

Witness: ------Print Name: ------Zondra James-Fountain

Witness: ------Print Name: ------.------._ ------._------

CFN: 20130870~74 BOOK 28894 PAGE 46

CERTIFICATION

The undersigned, being all of the members of the Board of Directors of Helen B. Bentley Family Health Center, Inc., a Florida not for profit corporation (the "Corporation"), hereby certify that the resolutions attached to the Secretary Certificate as Exhibit "0" were duly adopted at a meeting of the Board of Directors on September 13, 2013 and there have been no modifications, additions or amendments thereto as of the date hereof. Further, the undersigned hereby certify that no agreements, documents or instruments of any nature or type whatsoever operate to prohibit, preclude, or in any way whatsoever restrict or limit the Corporation's ability to enter into and perform the.terms or conditions of that certain Purchase Agreement by and between the Corporation and TREO Douglas Station, LLC, a Florida limited liability company. Further, the undersigned hereby certify that all provisions in the Articles of Incorporation and By-Laws pertaining to the conveyance of the real property have been met.

Dated: October~, 2013

Witness: ------Print Name: ------Dr. Caleb A. Davis

Witness: ------Print Name: ------

Witness: ~ kvA Print Name: t::: \ i?a o"t!~ (; .sc--~'C ..... B:.roaraB.JOrdan~

Witness: Print N am-e-: ---+:.------:Or--Pr-~...,.,..-:--.,.../• ""5"""-----

Witness: ______Print Name: ------Zondra James-Fountain Witness: ------Print Name: ------CFN: 20130870474 BOOK 28894 PAGE 47

CERTIFICATION

Witness: ------Print Name: Dr. Caleb A. Davis

Witness: ------Print Name: ------

Witness: Print Name:------______Barbara B. Jordan

Witness: ;1a/~~ Print Nam-e-: --~~7.!""7--:;-:-'-. -;r--,r-, ~r;r;/.. ~=--

Witness: Print Name: W>4r Witness: ------Print Name: ------CFN: 20130870474 BOOK 28894 PAGE 48

Witness: Print N am-e-: ....~ -=r-:r:~-s.---:r--~-,,--.2:;--

Witness: ------PrintName: ______Gene S. Tinnie

Witness: ______Print Name: ______

Witness: ------Print Name: ------Pinky Sands

Witness: ______Print Name: ______

Witness: ______Print Name: ______Annie Baker

Witness: ------Print Name: ------Witness: ------Print Name: ------Vivian Gonzalez Diaz

Witness: Print Name:----~------______CFN: 20130870474 BOOK 28894 PAGE 49

Witness: ------Print Name: ------Norman P. Range

Witness: ------Print Name: ------

Witness: Print N am;;e:--: -:(L;;~.t;;,~~I1_~..=, /)::;:/It'~1 ::;t;-::;:..y;::;z:;c::--. =~~~

Witness: ------Print Name: ------Pinky Sands

Witness: Print Name: ------

Witness: ------Print Name: ------Annie Baker

Witness: ------Print Name: ------

Witness: ------Print Name: ------Vivian Gonzalez Diaz

Witness: ------Print Name: ------CFN: 20130870474 BOOK 28894 PAGE 50

Witness: ------Print Name: ------Nonnan P. Range

Witness: ------Print Name: ------

Witness: ------Print Name : ------Gene S. Tinnie

Witness: ------PrmtN~ : ~

Witness: ~~4.,-/f) J/~ ~~_ Print Nam~ ~J.kfk/4 Pin y Sand :;:~~~d~

Witness: ------Print Name: ------Annie Baker

Witness: ------Print Name: ------Witness: ------Print Name: ------Vivian Gonzalez Diaz

Witness: ------Print Name: ------CFN: 20130870474 BOOK 28894 PAGE 51

Witness: ------Print Nrune: ______NormanP. Range

Witness: ______Print Nrune: ______

Witness: ______Print Nrune: ______Gene S. Tinnie

Witness: ______Print Nrune: ______~ ___

Witness: ------Print Nrune: ------Pinky Sands

Witness: Print Nrune:------______

./! ; ... .'

/ \

Witness: ------Print Name: ------Vivian Gonzalez Diaz

Witness: PrintNrune:------______CFN: 201 30870474 BOOK 28894 PAGE 52

Wime~: ______PrintNrume: ______Norman P. Range

Wimess: ------Print Name: ------

Wimess: ------Print Name: ------Gene S. Tinnie

Wimess: ______PrintName: ______

Wimess: ------Print Name: ------Pinky Sands

Wimess: ______PrintName: ______

Wimess: ------Print Name: ------Annie Baker

Wimess: Prillt Name:------~------~ ------

Wimess: ~M~~------."\.-----'.r.:-~ Print Name: ~"~~cr~~~~~ Vivian Gonzalez Oiaz CITY OFMIAMI DISCLOSURE OF CONSIDERATION PROVIDED OR COMMITTED FOR AGREEMENT TO SUPPORT OR WITHHOLD OBJECTION

The City of Miami requires any person or entity requesting approval relief or other action from the City Commission or any of its boards, authorities, agencies, councils or committees, to disclose at the commencement (or continuance) of the hearing(s) on the issue, any consideration provided or committed, directly or on its behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action. "Consideration" includes any gift, payment, contribution, donation, fee, commission, promise or grant of any money, property, service, credit or financial assistance of any kind or value, whether direct or implied, or any promise or agreement to provide any of the foregoing in the future.

Individuals retained or employed by a principal as a lobbyist as defined in Sec. 2-653, and appearing before the City Commission or any of its boards, authorities, agencies, councils or committees solely in the capacity of a lobbyist and not as the applicant, or owners' legal representative are not required to fill out this form.

NAME: Ines Marrero-Priegues (First Name) (Middle) (Last Name)

HOME ADDRESS: Holland & Knight, LLP (Address Line 1)

701 Brickell Avenue, Suite 3300 (Address Line 2)

CITY: Miami STATE: Florida ZIP: 33131

HOME PHONE: ( 3 0 5 ) 789 - 7776 CELL PHONE: FAX:

EMAIL: [email protected]

BUSSINESS or APPLICANT or ENTITY NAME TREO ~Douglas Station, _LLC

BUSINESS ADDRESS: 2950 SW 27 Avenue, Suite 300 (Address Line 1) Miami, FL 33133

(Address Line 2)

1. Please describe the issue for which you are seeking approval, relief or other action from the City Commission, board, authority, agency, council, or committee.

Rezoning ~nd land use Change

2. Has any consideration been provided or committed, directly or on your behalf, to any entity or person for an agreement to support or withhold objection to the requested approval, relief or action?

DYES ~NO

If your answer to Question 2 is No, do not answer questions 3, 4 & 5 proceed to read and execute the Acknowledgment. If your answer to Question 2 is Yes, please answer questions 3, 4 & 5 and read and execute the Acknowledgement.

Doc. No.:86543 3. Please provide the name, address and phone number of the person(s) or entities to whom consideration has been provided or committed. Name Address Pbone# a.

* Additional names can be placed on a separate page attached to this fonn.

4. Please describe the nature of the consideration.

none

5. Describe what is being requested in exchange for the consideration.

none

ACKNOWLEDGEMENT OF COMPLIANCE

I hereby acknowledge that it is unlawful to employ any device, scheme or artifice to circumvent the disclosure requirements of Ordinance 12918 and such circumvention shall be deemed a violation of the Ordinance; and that in addition to the criminal or civil penalties that may be imposed under the City Code, upon determination by the City Commission that the foregoing disclosure requirement was not fully and timely satisfied the following may occur:

1. the application or order, as applicable, shall be deemed void withouti"urther force or effect; and 2. no application from any person or entity for the same issue shall be reviewed or considered by the applicable board(s) until expiration of a period of one year after the nullification of the application or order.

PERSON SUBMITTING DISCLOSURE: _____r:=-rt-#-_~~___;r-=a.-....~'i;:;;;;;.~ "T Slg$,.flAMc-== 0,7'k-p=...::=-. ______Ines Marrero-Priegues, Esq. Print Name

Sworn to and subscribed bef ore me this 2 J ~ instrument was acknowledged before me by ______as identification andl or is personally known to m

SIUBY FlEITES STATE OF FLORIDA MY COMMISSION # EE 875841 CITY OF MIAMI EXPIRES: April 16, 20H MY COMMISzrO~ . EXPIRES: I{.jr" 11 shtl3Y ELElre.S Print Name Enclosure(s) Page 2 Doc . No.: 86543