Gateway Annual Report: South Florida Real Estate Group Project Highlights

GATEWAY

ANNUAL REPORT

SOUTH FLORIDA REAL ESTATE GROUP PROJECT HIGHLIGHTS

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GATEWAY ANNUAL REPORT TABLE OF CONTENTS Case Studies................................... 1 Acquisitions and Sales.................... 4 Capital Market Transactions......... 10 Land Use and Zoning................... 24 Leasing........................................ 34 Our Team..................................... 36

olland & Knight’s South Florida Real Estate and Land Use Group is pleased to present some of our clients’ most notable projects. As we have done in previous years, we continue to reimagine the future of South Florida through our Annual Report. This year, we are particularly proud of several projects that involved our lawyers from across practice areas, including real estate, land use, tax and finance, among others, all working together as a single team with one goal — delivering value to our clients through collaboration.

Holland & Knight was named “Law Firm of the Year” for real estate law by U.S. News – Best Lawyers guide for 2017. While we are proud of this recognition, we will not pause our continuing efforts to work harder and smarter for our clients in order to deliver the highest level of client service possible. As our third Annual Report illustrates, our South Florida Real Estate professionals facilitated some of the most complex, sophisticated and transformative real estate projects undertaken in the United States during 2016. This year’s report includes unique retail, office, residential and hotel projects, as well as mixed-use developments.

The South Florida Real Estate and Land Use Group proudly presents some of our most notable 2016 transactions, and thanks our clients for the opportunity to represent them in such terrific opportunities.

Josias Dewey Miami Real Estate Practice Group Leader

Nicholas Milano Fort Lauderdale and West Palm Beach Real Estate Practice Group Leader

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CASE STUDIES XX | www.hklaw.com

The hallmark of Holland & Knight is the delivery of high-quality legal work to our clients.

Strong, strategic collaboration with our clients is integral to helping them achieve success.

The following select case studies show how we can provide you with comprehensive legal representation. Our prowess in acquisitions, permitting, zoning and building approvals, environmental issues, government advocacy and public hearings, and beyond means that your goals are achieved efficiently and effectively. www.hklaw.com | XX www.hklaw.com | 1

THE MATER ACADEMY FOUNDATION Holland & Knight assisted the Mater Academy Foundation Inc., which runs a very successful network of charter schools in Miami-Dade County, with the acquisition of an approximately 40-acre parcel in Cutler Bay and the subsequent zoning approvals for a new K-12 charter school for 1,200 students. Recently, we filed for Phase II, which will include the high school component. The school will operate as an academy with an emphasis on science, technology and math. The existing six-building compound was previously used as a boarding school for at-risk kids, but had been vacant for seven years. Our team guided the acquisition efforts, which included sensitive environmental issues (a portion of the property is a natural preserve) and ensured that the client would close on the property with remaining time to pursue the zoning approvals. Since the client is a nonprofit, it was not willing to negotiate a traditional buy/sell transaction. The zoning team secured the zoning and building approvals required in order for the school to be retrofitted and opened by August 2016.

The zoning approvals normally take about six to eight months, but the Holland & Knight team completed the process in three months. At various hearings, the team addressed the Town of Cutler Bay and Miami-Dade County concerns regarding traffic, particularly in lieu of the proximity of the school to other existing schools. Mater Academy Foundation also agreed to certain off-site improvements that will improve conditions for the entire community, not just its project. As part of the approvals, the Holland & Knight team also negotiated and agreed to let the town use certain facilities during recesses and weekends for events. Thanks to the teamwork of our transactional and land use attorneys, a new school, part of the award-winning Mater Academy system, is now available tuition-free to the Cutler Bay community. The land was sold for $8.5 million by the Ethel and W. George Kennedy Family Foundation Inc., which owned the property through a corporation called Bay Point School Properties. The Mater Academy Foundation financed the deal with a $7.44 million mortgage from Sabadell United Bank.

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PROLOGIS Holland & Knight served as counsel to Prologis L.P., the world’s leading logistics real estate company, in connection with the development of approximately 480 gross acres of land in Miami-Dade County known as Beacon Lakes, which comprises more than 2 million square feet of existing Class-A warehouse space and more than 4 million square feet of potential development. Recently, a portion of Beacon Lakes was chosen by one of the largest Spanish-speaking television networks in the U.S. for a new television production studio and headquarters facility in Miami. In a complex deal, Prologis sold the parcel to an intermediary, which leased the land to the television network.

As legal counsel to Prologis, Holland & Knight assisted both our client and, as appropriate, the television network through the processes to secure the necessary entitlements and permits for the construction of the new studio facility. Because it is deemed a Development of Regional Impact (DRI) and due to the magnitude of Beacon Lakes, the project also had additional permitting steps related to traffic and access, the environment, and compatibility with adjacent uses that needed to be addressed and resolved. The mix and scope of uses associated with the television network studio operation required that Holland & Knight and Prologis representatives work closely with government staff to ultimately obtain a zoning and DRI interpretations and approvals of rezoning at a series of public hearings before elected and appointed officials at the local and regional levels, to allow the development and operation of the proposed television network facility. Holland & Knight attorneys worked closely with Prologis representatives and government staff to expedite the public hearing process to enable the project to stay on a sensitive timeline necessary for the television network’s operation. Similar projects can take years, but the necessary approvals were secured for the television production studio and headquarters facility in just six months.

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ACQUISITIONS AND SALES Each year we help our clients purchase, sell, lease, operate and finance billions of dollars of commercial real estate assets. In addition to standard product types, such as office, retail and industrial, we also represent clients in the acquisition and sale of specialty types, including hotels and high-end luxury condominiums.

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NORWICH AVENTURA I Holland & Knight represented Norwich Aventura I LLC in connection with the acquisition of a parcel of land located in the Aventura ParkSquare project. Our team also handled the related permitting and development for the construction of a 207room Aloft Hotel. We also represented Norwich with respect to construction financing related to the hotel with Citizens Bank, N.A. The ParkSquare plan will encompass a mixed-use project consisting of retail, office, residential and hotel space.

NORWICH AVENTURA II We represented Norwich Aventura II LLC in connection with the acquisition of a parcel of land located in Aventura Corporate Center and the related permitting and development for the construction of a 233-room AC Hotels

by Marriott. We also represented Norwich with respect to the construction financing with Wells Fargo Bank, N.A.

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FISHER ISLAND Fisher Island is a world-famous, luxury South Florida real estate development. Throughout 2016, Holland & Knight served as lead counsel to Fisher Island’s developer in connection with the development and unit sales for the high-end, luxury residential condominium Palazzo del Sol at Fisher Island, featuring 43 luxury condominium units in Phase I of the project. Construction on the tower was completed in 2016, and we represented the developer (PDS Development LLC) in connection with numerous unit closings, with sales exceeding $190 million. Unit prices range from $6.5 million to $35 million. Our client is poised to commence construction on Phase II of the project, Palazzo della Luna, in second quarter 2017.

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INFINITY REAL ESTATE We worked on the acquisition and financing of 1200 Ocean Drive in Miami Beach on behalf of Infinity Real Estate LLC, as well as the repositioning of the asset from an apartment building to a hotel with ground-floor retail.

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RAM REALTY SERVICES We represented Ram Realty Services LLC on the purchase of 60 acres in Boynton Beach. This assemblage offers a great opportunity for the modern-style Cortina apartment complex, a garden multi-housing development with lots of walkability and best-in-class onsite amenities, plus nearby restaurants and retail facilities.

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5101 RE CO Holland & Knight represented 5101 RE CO, LLC as buyer’s counsel in connection with the joint venture and acquisition of 5101-5125 Biscayne Boulevard in Miami, commonly known as “The Bayside Motel,” to be redeveloped by the Mattoni Group as a mixed-use office and retail commercial project. The property is designated as a historic building, requiring notice to a historic preservation board of the transfer.

Our client, the Mattoni Group, is the developer and owner of this project.

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CAPITAL MARKET TRANSACTIONS 10 | www.hklaw.com

Our South Florida real estate lawyers advise lenders, developers and equity investors on a full range of real estate-related capital market transactions across all commercial product types, including hotels, casinos and shopping centers. Whether our clients need assistance with conventional senior mortgage loan financing on stabilized multi-family property, multi-party joint venture agreements requiring complex waterfalls to address diverse product types in several states or anything in between, our lawyers have the experience and acumen necessary to deliver sage and practical advice. www.hklaw.com | 11

SOUTHGATE TOWERS We represented a Fortune 50 life insurance company in connection with the $115 million refinancing of Southgate Towers on West Avenue in the South Beach neighborhood of Miami Beach. The property includes two 14-story apartment towers with a total of 495 units as well as The Shoppes at West Avenue, a 21,035-square-foot retail center, and a 700-space parking deck.

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TD BANK Holland & Knight represented lead lender TD Bank, N.A. in connection with $90 million in new financing for Brickell Holdings LLC for a Miami tower. The financing is for the 40-story Brickell World Plaza at 600 Brickell Avenue, and the new loan pushes the total mortgage at the property, which has nearly 615,000 rentable square feet, to $140 million. Kirwin Norris PA served as counsel for Brickell Holdings.

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RIVERVIEW APARTMENTS Holland & Knight represented Ocean Bank in a loan to borrower Riverview One, LLC, to finance the development and construction of a proposed eight-story, 100-unit apartment building to be known as Riverview Apartments in Miami-Dade County on a property that contains 30,000 square feet of land. Upon completion, it will consist of one apartment building with units ranging in size from 685 square feet to 972 square feet.

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MIDTOWN 8 We represented a Miami investor in the sale of the Midtown 8 development site to Atlanta-based Wood Partner LLC. The $25 million sale will result in a 28-story, 387-unit building on a two-acre site. The new project, Midtown Opportunities Vib LLC, will include close to 30,000 square feet of commercial space, of which our client retained ownership.

The commercial space will be conveyed to the seller upon completion of construction of the intended mixed-use project.

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ALLURE BOCA RATON Holland & Knight represented the lender in a loan to finance the acquisition and construction of a proposed 282-unit apartment complex, to be known as Allure Boca Raton, at the southeast corner of Congress Avenue and Clint Moore Road in Boca Raton. The project contains more than 14 acres of land and, upon completion, will consist of five apartment buildings with units ranging from approximately 822 square feet to 1,637 square feet.

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OCEAN BANK We represented client Ocean Bank, the lender, in a loan to borrowers 35 Oak US 5, Inc. and Bilnia Incorporated, to acquire a multi-tenant retail shopping center known as The Plaza at Coral Springs in Broward County. The more than 10-acre, 460,000-square foot property has 92,968 square feet of improvements, including 20 tenant retail stores and two outparcel buildings. The loan was also secured by 1) a neighborhood shopping center, The Family Mart Shopping Center, which contains 8 acres, or roughly 350,000 square feet of land with 69,355 square feet of improvements; and 2) a strip center in Miramar, which contains nearly 3 acres, or 125,000 square feet of land with 22,519 square feet of improvements.

We worked on a construction loan for Wilton Walk Townhomes by representing the lender, Ocean Bank, in a loan to finance the construction of a trio of three-story buildings to contain 14 additional “for rent� residential townhouse units in Wilton Manors. The property has approximately 40,000 square feet of land.

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We represented the lender, Ocean Bank, in a multimillion-dollar loan for a renewal and modification of an existing loan at the bank, secured by a first mortgage on a recently completed, 128-room Courtyard by Marriott hotel within the Abacoa community in Palm Beach County.

420 LINCOLN ROAD We represented Ocean Bank in the $70 million refinance of the landmarked 256,729-square-foot, mixed-use building at 420 Lincoln Road in Miami Beach that features tenants such as Zara, McDonald’s and Starbucks. The property is owned by 420 Lincoln Road Associates, Ltd., and controlled by Paul Cejas, a former U.S. ambassador to Belgium and the head of PLC Investments Inc.

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SAGE HOSPITALITY Our team handled the construction loan to Sage Hospitality LLC by representing Ocean Bank on a future advance loan that modified an existing loan to finance the construction of a proposed 76-room expansion of a Holiday Inn Express property in Fort Lauderdale. Upon completion, the property will contain a total of 148 hotel rooms and a large conference room, parking garage and pool.

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CITY NATIONAL BANK OF FLORIDA We represented City National Bank of Florida Inc. in connection with a $25 million loan to finance the construction of a condominium building containing 33 for-sale residential units with a total of approximately 66,879 square feet of saleable residential condominium units, approximately 58,000 square feet of rental office space and approximately 7,825 square feet of rental ground floor retail space on property located in Coral Gables.

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JPMORGAN CHASE BANK Holland & Knight represented JPMorgan Chase Bank, N.A. in connection with a $213.5 million loan to finance the construction of an expansion of the existing Aventura Mall Retail Shopping Center, consisting of approximately 212,827 additional rentable square feet on three levels, a six-level parking structure containing approximately 1,589 parking spaces and related amenities located in Aventura.

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HSBC BANK USA Holland & Knight represented HSBC Bank USA in connection with a $66.5 million loan to finance the development of a 188-acre parcel of property in North Miami. The property will be used for the construction of 4,390 condominium/rental apartments, 1,500,000 square feet of commercial, office and/or retail space, as well as parks and open spaces.

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LAND USE AND ZONING | www.hklaw.com 24XX| www.hklaw.com

Holland & Knight has extensive knowledge in all aspects of land use and environmental law, from zoning and entitlements to acquisitions and project development, as well as compliance assessments and environmental impact reports. Our attorneys and professionals have experience addressing issues related to water quality, due diligence, entitlements, wetlands, historic preservation, health and safety, hazardous materials, biotechnology, insurance and litigation. www.hklaw.com www.hklaw.com| XX | 25

FCI RESIDENTIAL Holland & Knight represented FCI Residential Corp., a subsidiary of Florida Crystals Corp., in the approval of the first project in the Village of Palmetto Bay’s new Downtown Urban Village zoning district. The project, located off of U.S. Route 1 in a suburban area, consists of 271 apartments and 7,000 square feet of retail on approximately 4 acres directly across the street from Village Hall, and will serve as a catalyst for Palmetto Bay’s vision of transforming the corridor into an urban, walkable community.

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OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY

CITY OF HIALEAH Our land use attorneys worked closely with the City of Hialeah in drafting and implementing new development standards and regulations for a high-density corridor adjacent to the Metrorail and Tri-Rail stations on the east side of the city.

After implementation of the standards, Holland & Knight secured approvals for firm client Landaq, Inc. on the first project in the newly created district. The project consists of an eight-story, 74-unit building on less than one acre, with enhanced pedestrian connectivity to the adjacent mass transit stations. The approved site plan also incorporates public recreational elements in the form of a plaza that will foster a greater sense of community and increase green space in an urban setting that is currently commercial.

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CITY OF MIAMI DOWNTOWN DEVELOPMENT AUTHORITY Holland & Knight was selected in 2014 by the City of Miami Downtown Development Authority and the City of Miami to process the third phase of the City of Miami Downtown Development of Regional Impact (DDRI). This process involved assembling a team of experts and establishing a development program for Miami’s downtown until 2026. Since 2014, our team has reviewed the program, which includes the anticipated development of 18,000 residential units, 2.5 million square feet of offices, 2,000 hotel rooms and more.

After two years of processing an application that is reviewed by about 20 state, regional and local agencies, final approval is anticipated for Fall 2017. The review addressed one of the city’s most significant issues — the provision of affordable/ workforce housing opportunities. Other major issues included potential sealevel rise and climate change, provision of a much-needed elementary school downtown, and provision and accessibility to transit/transportation. The program’s results will have a significant impact on the development of southeast Florida over the next decade.

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PEMBROKE LAKES MALL Holland & Knight represented the owners of Pembroke Lakes Mall in obtaining approvals for the redevelopment of a portion of the existing Sears space for a nine-screen AMC movie theater. The approval included amendments to the Pembroke Lakes Regional Center Development of Regional Impact site plan and approval of a comprehensive sign program for the mall.

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OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY

SATORI We represented Lennar Homes in connection with the zoning and subdivision approvals for Satori, a 482-unit Lennar Homes community that sits on a 160-acre parcel in Miami Lakes.

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GLOBAL CITY DEVELOPMENT We represented Global City Development and its Canadian partner Podium Developments Corp., in connection with the zoning approvals and all transactional work for a 15-story university housing project containing nearly 1,000 beds across from Florida International University. We are currently working on Phase II of the development.

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SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT Holland & Knight represented the Southeast Overtown / Park West Community Redevelopment Agency in connection with a negotiation of a development agreement for the construction of 90 affordable rental units being supported by a $10 million grant from the community redevelopment agency. The grant to the developer supplemented other affordable housing, tax-exempt funding sources for the development of the St. John Plaza affordable housing project located in the Overtown area of Miami.

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Holland & Knight represented the Southeast Overtown / Park West Community Redevelopment Agency in connection with the negotiation of an interlocal agency agreement by and among the Southeast Overtown / Park West Community Redevelopment Agency, the City of Miami and the South Florida Regional Transportation Authority (SFRTA) to provide approximately $18 million of funding to be utilized by the SFRTA to pay a portion of the cost for the construction of a Tri-Rail train platform at the Miami Central Station, connecting the Tri-Rail Downtown Miami Link to the All Aboard Florida Brightline Railroad Station and the Miami-Dade County Metrorail Station.

Holland & Knight represents the Southeast Overtown / Park West Community Redevelopment Agency in connection with the negotiation of an economic incentive agreement with P&G Investors LLC for the construction of the convention center hotel to be developed in downtown Miami, which is anticipated to contain approximately 1,700 hotel rooms and a 600,000-square-foot convention center.

The Southeast Overtown / Park West Community Redevelopment Agency will be providing incremental tax revenue generated from the project that is anticipated to be approximately $6 million per year beginning in January 2020. It is expected that the convention center hotel will be a linchpin of development in the area.

Holland & Knight represented the Southeast Overtown / Park West Community Redevelopment Agency in connection with the negotiation of an economic incentive agreement with the developers of the Miami Worldcenter project that is anticipated, when fully developed, to provide approximately $17 million of tax increment funds annually to stimulate economic development within the Park West area of Miami.

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LEASING Our experienced commercial real estate leasing and retail leasing attorneys possess a wide range of industry insight and actively assist clients in achieving their capital investment goals. We advise clients on how best to navigate and negotiate the full spectrum of corporate real estate issues, including the development, use, acquisition, disposition, management, construction and operation of commercial real estate assets.

We routinely handle projects from all product types, including office, industrial, flex, retail and mixed-use, involving both single site projects and large portfolios. We represent both landlords and tenants, and lease several million square feet of space annually throughout the U.S. 34 | www.hklaw.com

MIAMI-OPA LOCKA EXECUTIVE AIRPORT Holland & Knight represented an affiliate of Foundry Commercial LLC in negotiating a joint venture with a subsidiary of the Carrie Meek Foundation Inc. to develop approximately 120 acres of commercial and aviation land at Miami-Opa Locka Executive Airport under the terms of a long-term development lease agreement with Miami-Dade County. Holland & Knight was successful in negotiating an amendment to the existing development lease agreement to make the economic terms competitive and modify the development time frame for the project.

The agreement could involve a minimum of $110 million for construction of improvements on the leasehold estate approximately within the next eight years.

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OUR

TEAM FORT LAUDERDALE PARTNERS Irwin Fayne 954.468.7895 irwin.fayne@hklaw.com

Judith Kreitzer 954.468.7859 judi.kreitzer@hklaw.com

Janna Lhota 954.468.7841 janna.lhota@hklaw.com

Jonathan Marcus 954.468.7924 jon.marcus@hklaw.com

Allison McCarthy 954.468.7851 allison.mccarthy@hklaw.com

Nicholas Milano 954.468.7804 nick.milano@hklaw.com

Stephen Moss 954.468.7857 stephen.moss@hklaw.com

Debbie Orshefsky 954.468.7871 debbie.orshefsky@hklaw.com

ASSOCIATES Alexandra Briesemeister 954.468.7987 alexandra.briesemeister @hklaw.com

Herman R. Lipkis 954.468.7825 herman.lipkis@hklaw.com

STAFF ATTORNEYS Christine Anchia Crousillat 954.468.7892 christine.crousillat@hklaw.com

Gayle Miller 954.468.7983 gayle.miller@hklaw.com

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Danny Ferguson 954.468.7844 danny.ferguson@hklaw.com

Amber Goethel 954.468.7848 amber.goethel@hklaw.com

MIAMI PARTNERS Mark Aronson 305.789.7657 mark.aronson@hklaw.com

Hugo Arza 305.789.7783 hugo.arza@hklaw.com

William Bloom 305.789.7712 william.bloom@hklaw.com

Miguel De Grandy 305.789.7535 miguel.degrandy@hklaw.com

Vivian de las Cuevas-Diaz 305.789.7452 vivian.cuevas@hklaw.com

Josias Dewey 305.789.7746 joe.dewey@hklaw.com

Javier Fernandez 305.789.7659 javier.fernandez@hklaw.com

Joseph Goldstein 305.789.7782 joseph.goldstein@hklaw.com

John Halula 305.789.7796 john.halula@hklaw.com

Alan Samuel Krischer 305.789.7758 alan.krischer@hklaw.com

Ines Marrero-Priegues 305.789.7776 ines.marrero@hklaw.com

Juan Mayol Jr. 305.789.7787 juan.mayol@hklaw.com

Richard Perez 305.789.7630 richard.perez@hklaw.com

Tracy Rachel Slavens 305.789.7642 tracy.slavens@hklaw.com

Robert Smith 305.789.7749 robert.smith@hklaw.com

Ilana Strickon 305.789.7444 ilana.strickon@hklaw.com

Melissa Turra 904.798.5457 missy.turra@hklaw.com

Gavin Williams 305.789.7637 gavin.williams@hklaw.com

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OUR

TEAM MIAMI (CONT’D) SENIOR COUNSELS Isabel Diaz 305.789.7477 isabel.diaz@hklaw.com

Gloria Velazquez 305.789.7407 gloria.velazquez@hklaw.com

ASSOCIATES Elena Aidova 305.789.7766 elena.aidova@hklaw.com

Shawn Amuial 305.789.7591 shawn.amuial@hklaw.com

Alejandro Arias 305.789.7446 alejandro.arias@hklaw.com

Tomas Castellanos 305.789.7476 tomas.castellanos@hklaw.com

Jorge Escobar 305.789.7521 jorge.escobar@hklaw.com

Pedro Gassant 305.789.7430 pedro.gassant@hklaw.com

Daniel Hanlon 305.789.7593 daniel.hanlon@hklaw.com

Jessica Hoch 407.244.1138 jessica.hoch@hklaw.com

Brett Holland 305.789.7777 brett.holland@hklaw.com

Herman R. Lipkis 954.468.7825 herman.lipkis@hklaw.com

Vanessa Madrid 305.789.7453 vanessa.madrid@hklaw.com

Rebecca Mendez 305.789.7464 rebecca.mendez@hklaw.com

Elena Otero 305.789.7437 elena.otero@hklaw.com

Samir Suresh Patel 305.789.7629 samir.patel@hklaw.com

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STAFF ATTORNEY Amanda Naldjieff 305.789.7462 amanda.naldjieff@hklaw.com

LAND USE PLANNERS Mercy Arce 305.349.2178 mercy.arce@hklaw.com

Michael Freire 305.789.7792 michael.freire@hklaw.com

Alberto Torres 305.789.7744 alberto.torres@hklaw.com

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