CertificateCertificate
The undersigned certify unto the City of Miami Beach, a municipal corporation, as
follows:
L Scott Rubins Companies, lnc., a Florida corporation, Purdy Partners. LLC., a
Florida limited liability company, Purdy Partners 1919, LLC, a Florida limited liability company,
and 1849 Purdy Partners, LLC, a Florida limited liability tympany (collectively "Original
Sellers") entered into that certain Agreement with the City on or about December 16, ?008
("Agrccutent"). which pertains to the land dcsct'ibed on F.xhibil A hereto (the "Land"). 1V1
capitalized terms used herein but not defined hcrcin shall have the mcanines ascribed to them in
the Agrccmcnt.
"?. Uriginal Sellers have not assigned or conveyed their interest in the Land, except
for the assignment of the Tremont Uption Contract to Bay Road Partners, LLC, a Florida limited
liability company ("BRI"')and Bay Koad Outparccl Partners, L[.C, a Florida limited liability
company (`BROPP").
3. BRP has assumed all of the obligations under the'I'remont Option Contract anJ
all of the obligations of Original Scllcrs under the :~grcancnt with respect to thc'1'remont Parcel.
4. All of Seller's Representations and Warranties set forth in Scctiott 4 of the
Agreement are correct in every material respect as of the date hereof. GVithout limiting the
generality of the loregoing:
(a) Scott Robins Companies, Inc. is a Florida corlwriliun that is majority
owned and controlled by Scutt Robins;
(b} Purdy Partners, LLC, Purdy Partners 1919, LLC, and 1849 Purdy Partners,
LLC are each ['lorida limitul liability companies in which Swtt Robins has at ]east a tifry
percent (SO°-~,) interest and is manager or managing member, and
(c} BRP is a Florida limited liability company in which Scott Robins has at
least fi fly percent (50°'0) interest and is manager or managing mcrnber.
~. BRP has assumed, and does hcrcby assume, all responsibility fir paying
documentary stamps and surtax (and all penalties and interest), if any, that are imposed as a
result of the execution and recordation of the Declaration of Condominium by BKP and City for
Purdy Avenue Commercial Condominium, and BRP has agreed, and does hcrcby agree, to hold
City harmless with respect thereto.
This Certificate is executed in amncction with the First Closing of the Agrccmcnt and is
a required delivery in connection thcrc~a•ith and will be relied upon by City in completing the
First Closing. This Certificate and The warranties and representations contained hcrcin shall
sun ive the First Closing to the extent provided in the Agrccmcnt.
sz,ivi ,
In 1~l itncss \1'hereof. the L-ndcrsigned have duly executed and delivered this Certificate
as of the 31'' day of March, ?009.
SCOTT RUBIVS COMPANIES, INC.,
a Florida corporation
B}'~
Scotl Robins, President
I'IJRD1' PAR'I:Vk:KS, LLC
a Florida limited liability company
[iy: Purdy Partners SRC., LLC, Manager
Bv:
Swtt Robins, ?vanaging A4cmber
1849 PURDY' 1':1RTNERS, LLC
a Florida limited liability company
By: Purdy Partners 1 R49 SRC, LLC:,
~tanagcr
By: _
Sant Rubins, Managing Memhc7
BAY RUAD P;~RTNERS, LLC
a Florida limited liability company
Bv: l3ay Road Partners SRC, LLC
Scott Robins, Managing Member
PURllY' P;IRTNERS 1919, I.LC
a Florida limited liability company
By: Purdy Partners 1919 SRC, LLC,
Manager
Bv:
Scott Robins, Managing Member
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