First Amendment to AgreementFIRST ANIENllMEN'i' 'I'O AGREEMENT
THIS FIRST ANIENll~1EN'I "i'O A(GKEL•'lv1Ei\1' ("Atendment") dated \~tarch 30,
2009 is csccutcd by and bcrivicen SCO'1"1' ROBINS COAiPA>\~ES, INC:., a Florida corporation
("SKC"). Pl:Klll' PARTNERS, LLC', a Florida limited liability company, and 1849 PiJRDY
1'r1R'I'NERS, LLC:, a Florida limited liability annpam• (collectively, "Seller"), BAY ROAD
P:~RTNERS, LLC:, a Florida limited liability company ("BRP"), RAY ROAD OiJTPARCF.L
P:',RTNGRS, LLC, a Florida limited liability company ("Outpareel"), PURDY PARTNERS
1919, I:LC, a Florida limited liability company ("1919"), and CITY OF AIIAAII BEACH, a
municipal corporation ("Cih~").
RF.CITAI.S
A. Seller, 1919 and Cih entered into an agreement dated December l5 and l6, 2008
("Agreement") for the acquisition by City of propet~ty described in the Aereement;
R. The Agreement indicated that SRC' had an option to acquire premises referred to
as the 1'rcmont Parcel. SRC. exercised its option to acquire the Tremont Parcel vtd agreed to
acquire the Tremont Parcel.
C. SKC's rights to acquire the Tremont Parcel were assigned to BRP and BRP
assumed SRCs lights and obligations under the Agreement with respect to the Tremont Parcel.
D. 1919 was hr<ulvertently included as a seller in the Agreement but does not ow•n
any ol'the I:and constituting the Project.
L. Seller desires to provide for partial assigmments of the purchase agreement
("Tremont Purchase Agreement") resulting Irom the exercise of the option under the Tremont
Option Contract.
F. BRP and City intend to cater into a declaration of condominium {"T7eclaralion")
with respect to that portion of the Tremont Parcel {"Tremont ~~lain Parcel") that does not include
the SRC Tremont Parcel.
G. The capitalized teens used in this Amendment and not otherwise defined shall
have the meaning indicated in the Agreement.
NOI~', THF.RF.FORF, the parties have agreed to modify and supplement the Agreement
as described below.
1. Release of 1919. The Agreement is moditlcd by removing 1919 as a Seller. 1919
is released and relieved of all obligations and liability under the Agreement as if 1919 were never
a party to the Agreement.
2. BRP Assumption and Rcnrescntations. BRP assumes all of the obligations of
Seller contained in the Agrectncnt with respect to the Tremont Parcel. BRP joins in the
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representations and toarrantics of Scllcr contained in Section 4 of the Agreement as if BRP were
named as Scllcr in the Agreement. BRP represents and warrants that it is a Florida limited
liabilin• company in which Scott Robins indirectly holds a 50°/n equity interest and in which Scott
Robins is a manager. SRC acknowledges that the foregoing assumption does not release SRC
T'rom any of its obligations under the Agreement.
3. Partial :1ssignments of Tremont Purchase Attreemenl. On or bcforc the hirst
Closing, BRP agrees arrange fir the City to acquire a 65% interest in the 1Ycmont ~9ain Parcel.
On or bcforc the Pirst Closure. BRP agrees to partially assign to Outparcel its tights under the
Tremont Purchase agreement to acquire the SRC Tremont Parcel.
4. Declaration of Condominium. At the Fu•st Closing siuniltaneously with dre
acquisition of title by City and BRP to the Tremont \•fain Parcel, City and BRP agree to enter
into the Declaration in limn acceptable to City and BRP uudcr which the Cit` will hold a unit on
the Tremont Again Parcel cauntcucing on the air rights above an elevation of 20.8 feet to an
elevation of 500 feet and BRP will hold a unit tiOnr ground level to an elevation of 20.8 1cet.
Following the Second Closing and the completion of as-built plots for the Yrojcct. Citt~ and BRP
will enter into an amendment to the Declaration to (i) adjust the dimensions of each of their units
on the lvtain Tremont Parcel su they are consistent with the description of the ownership interests
in the Yrojcct indicated iu the plans approved by the City fat• a 458 space garage per the Design
Review Board Pile To. 21861 and the Planning Board File No. I R96 and (ii) expand the size of
the utrils created by the Declaration over the halance of the Land.
~. Failure of Financinf': ContinQencv. In the event the Pinvtcing Contingency is
not satislicd and the Agreement is terminated, BRP and City agree to enter into a termination of
the condominium created by the Declaration. In addition, if Seller has elected to convey to Cily
the Tremont Parcel in accordance with Section 8.l(d)(i)(4) of the Agrcctnettt, BRC and
Outparccl shall convey their respoctivc interests in the "Tremont. Parcel to City.
G. Amcndmcnt to Declaration. The parties agree that the Dccl.•tration of
Condominium xvill be amended following the Second Closing to reflect the reconfiguration of
the Units, the addition of additional property to the condominium and such additional changes as
the Parties may agree upon.
7. Counterparts. '!'his agreement may be executed in hvo or more counterparts,
each of.vhich shall be deemed an original, but all ol'which xa•ill constitute the same instrument.
8. Full Force and Effect. Gxccpt as specifically modified by this Amcndmcnt, the
Agreement shall remain umnodified and in ILII fitrce and etli;ct.
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(.SigncNares appear on next paged
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IN ~T~•'iTNF.SS ~4'Hi:RF()I~, [he parties have caused this :amendment to he executed on
the date(s) hereinafter set fofKh.
SeLLLx:
SCO'1'1' ROBINS COVIP:~NiF.S, INC.,
a Florida cofporation
Bv:
Scott Robins, President
PllRDY PAR"CNERS, LLC
By: Purdy Partners SRC; LLC, Manager
Scott Robins. Managing Member
1849 PURDY PAK1'NI:RS, LLC
By: Purdy Partners 1849 SRC, LLC,
Manager
By:
Scott Robins, Managing Member
Date:
BRP:
BAY ROAD PARTNERS, LLC
Scot Robins, ~lanagcr
(Tlac renxrrnder njpage rnlentinnallc (efr Afankf
(Signanrrrc amlhara on ei;xt puy;eJ
!.f 1:1A~11 1 T?QiGA ?8'.9330796
Y01 PM
OUTP.4RCF.L.:
13AT KOAD OUTP:1RCEL PARTNEKS,
LLC
Jay:
Scott Kobins. Manager
1919:
PLIRDY PAK'1'NEKS 1919, LLC
Ry: Purdy Partners 1919 SRC, T.T.C,
tvlanager
13v:
Scott Kobins, y'tanaging Member
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clTV:
CITY OF 11IIAi~i1 BT;ACH, Fi.O1ZIllA, a
municipal corporation of the State of Florida
i
t3y:
A'I'TF.ST:
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APPROVED A3 TO
FORM & LANGUAGE
Il FOR CUTION
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