Resolutions & Unanimous Written Consentfir] ~- 3G ~ ~
RESOLUTIO?vS
UNANIMOUS WRIT"I'Er CONSENT
OF ALL MEMBERS OF
BAY ROAD Y.ARTNERS, LLC
A FLORIDA LIMITEb LIABILITY COMPANY
The undersigned, being all of the members of BAY ROAD PARTNERS, LLC, a Florida limited liability
company (the "Company") hereby adopt the following resolutions by written consent:
WHEREAS, the undersigned PURDY PARTNERS, LLC, a Florida limited liability company and 1849
PIIRDY PARTNERS, LLC, a Florida limited liability company, aze the only Members of the Company, and
in furtherance thereof have entered into the Operating Agreement of the Company;
WIIEREAS, the Company was formed effective March 18, 2009 pursuant to Articles of Organization Sled
vrith the Secretary of State of Florida;
WHEREAS, the Company is a Managez managed company;
WHEREAS, SCOTT ROBINS and PHILIP LEVINE, are the only Manager ofthe Company; and
WHEREAS, the Company has been formed to acquire a fee interest and improve certain real property located
in ~4ianti Beach, Miami-Dade County, Florida as more patticulazly described on Exhibit "A" attached hereto ,
and in furtherance thereof desires to (a) purchase a 35% undivided interest ira the Property as Tenant irt.
Coaunon with the City of Miami Beach for such amount pursuant to the terms and conditions of that Certain
Agreement of Sale and Purchase of Real Property (as amended; the "Contract"} by and originally between Scott
Robins Companies, Inc. as Buyer, and Edwin and Grace Gonzalez, as Seller, (b) enter into various agreements
("MB Agreements") with the City of Miami Beach related to the Contract and the Property, including, without
]imitation a Declaration of Condominium (the "Declazation") pertaining to the Property and other agreements
related to the future use and development of and restrictions on the Property, (c) enter into a Lease with its
wholly owned subsidiazy, Bay Road Outparcel Partners, LLC ("BROP'~ to lease certain real property owmed by
BROP located adjacent to the Property at 1916 Bay Road, Miami Beach, FL {the "Building'), (d) enter into a
Lease fot the Property, and sublease for the Building with Tremont Towing, Inc., (e) enter into subleases with
additional subtenants for the Building, and (f) to execute all other documents and agreements contemplated by
the Contract, the MB Agreements, the Declaration, the Leases and Subleases, and other documents and
agreements in the normal operation oP the Company and its ownership of the Property and lease of the
Building, (the Contract, Iv'1B Agreements, Declaration, Lease, Subleases and all such additional documents,
collectively, the "Company Documents"), all on terms as the Manager shall deterntine;
NOW, THEREFORE, BE TT RESOLVED, that SCOTT ROBINS and PH1L1P T FVII~'E, as Managers of the
Company, each in their individual capacity acting siagulazly, be, and they hereby are authorized and
empowered to take all such further action and to execute and deliver al] such fiuther agreements, instruments
and other documents in the name and on behalf of the Company, including the execution and delivery of al]
documents to be executed by the Company and/or to consummate the purchase, fmancing, insurance, closing
and operation of the Property (and/or any leasehold interesE therein) and the Building, if any, including but not
limited to applications, notes, agreements, mortgages, security agreements, affidavits, deeds of conveyance,
leases, certificates, instructions, financing statements, guaranties, assignments, indemnities, closing statements,
notices, the Company Documents and/or other documents (the "Transaction Documents") {all of which are to be
in such form and substance as Manager, may deem necessary or desirable, the execution thereof by the Manager
Written Consent of All Members Bay Road PaYu~eis LLC l
to be conclusive evidence of the approval of the form and substance thereof by the Company) and to do any and
all other things that any such member; in its sole discretion, may deem necessary or desirable to effectuate the
intcui, and to pay any and all such expenses and taxes, as shall be deemed to be necessary, proper or advisable
in order to fully carry out the intent and accomplish the purposes of the foregoing resolutions and the
transactions contemplated therein;
RF.SOLVEA, that the taking of any action or the execution and delivery of any document authorized by the
foregoing resolutions, and each of them, in the name and on behalf of the Company, be deemed, and it hereby is
authorized and empowered to be deemed, conclusive proof of the approval thereof;
RESOLVED, that the authorities hereby conferred shall be deemed retroactive, and any and all acts authorized
herein that were performed prior to the passage of these resolutions by the Tvlanager on behalf of the Company
be, and they hereby are, approved, ratified and conformed in all respects.
Phis Written Consent may be executed in any number of counterparts, each of which shall be deemed an
original for all purposes and all of which together shall constitute one and the same Written Consent.
[SIGNATURE PAGE FOLI.OWSJ
Written Consent of All Mert'bers Bay Roai Partners 11C 2
The undersigned, being all of the members of the Company, have executed this Written Consent as of the 31st
day of March, 2009.
MEMBERS:
PURDX P
By: Scott er
~
~_
Scott Robins, Man r
By: Philip Levine, Ma
-1' ne, M&aager
Ry: Par
e nd hlana cr
Bv_:
Scott Robins, Ma~tagmg Member
By: Purdy Partners PL,
Member and Maa --
By:
P ip % te, Managing Member
1849 PIIRDY P -
By: S obi
Scott Robins ' g r
By: Philip Levine . r
ovine, Manager
By: P _~_
e pager
By:
Scott Robins, Managing Member
By: Purdy Partners 1849 PL,
rlember and Man
Bv:
Pirfli e, ?vianaging Member
Written Consent of All MemheB Bay Road Partners LLC 3
Bv:
~=
STATE OF FLORIDA ) `/ /
COiJNTY OF MIAMI-DARE ) ,~'///
The foregoing instrument was acknowledged before me this 3 day of March, 2009, by Scott Robins as: (i)
Manager of Purdy Partners, LLC; (ii) Manager 1849 Purdy Partners, LLC; (iii) Manager of Bay Road Partners,
LLC; (iv) Managing Member of Purdy Partners 1849 SRC, LLC; and (v) Managing Member of Purdy Partners
1849 SRC, LLC, on behalf of such companies. He is personally known to me.
Sign Name:
Print Name:
My Coinnvssion Expires: NOT.~1T2
STA'1'1; OP FLORIDA
Serial No. (none, ilf blank): [NOTARI<L SEAL]
,~,y, ~, cN,4aLES rt RArNEA
5:~ 61Y COIAIAI6510N A DD 71659f
EXPIAES:56plgt4wr 17, 2011
p ~ amOey i~rr 4oleyAi0RUM91rvn1M
STATE OF FLORIDA )
COUNTY OF' MLAMI-DADS )
The foregoing instrument was acknowledged before me this 31st day of March, 2009, by Philip Levine as: (i)
Manager of Purdy Partners, I.LC; (ii) Manager 1849 Purdy Partrrers, LLC; (iii) Manager of Bay Road ParRiers,
LLC; (iv) Managing Member of Purdy Partners 1849 PL, LLC; and (v) Managing Member of Purdy Partners
1849 PI.., LLC, on behalf of such companies. He is personally known to me.
Sign Name:
Print Name:
My Commission Expires: N01 ARY
STATE OF FLORIDA
Serial No. (none, if blank): [NOTARIAL SEAL]
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Wri`ten Consent of AI Memoer6 Bay Road Partners LLC 4
EX$IBIT "A"
LEGAL DESCRIPTION
Leal Description of ProQerty
All of Lot 1 and Lot 2, Less the North four (4) feet of the East 1/2 of said Lot 2, Block 14-A,
ISLAh-D VIEW ADDITION, according to the plat thereof, as recorded in Plat Book 9 at
Page 144, and together with the East 1/2 of Lot 7 and all of Lot 8, Block 14, THE ALTON
BEACH REALTY COMPANY'S PLAT OF ISLAND VIEW SUBDIVISION, according to
the plat thereof, as recorded i>Et Plat Book 6 at Page 115, both being recorded in the Pablic
Records of Miami-Dade County, Florida.
Legal Description of Buildine (Leasehold Interest)
The East 1/2 of Lot 3, and the North four (4) feet of the East i/2 of Lot 2, Block I4-A,
ISLAIV'D VIEW ADDITION, according to the plat thereof, as recorded in Plat Book 9 at
Page 144, of the Public Records of Miami-Dade County, Florida.
Written Consent aF All Membars Bay Road Partners LLC 5