Agreement with Scott Robins Companies, Inc. - 3-31-09~ooS~- ~G9 L~
TEW• CARDENAS LLP
.1 7 T O A V E Y$ A T. L A d'
x SAxl~ TA LLAHABbEE ~ WA8HIF 6'fON DC
Rebpond to: Bran Tague
Direct ~ (305) 436-8480
lrmall: B1'a'~tewlaw.com
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M'.Nrtl. PL~RIDA 33131-3{07
T 305.536.1114
P 305.336.1136
wvnv.rLwL~cW.cox
March 31, 2009
City of Miami Beach
1700 Convention Center IJrive
Miami Beach, Florida 33139
Attu: Tint Hemstrcet
Scott Robins Companies, Tnc.
Purdy ~'arRters1919 LLC
1849 Purdy Partners, LLC
Bay Road Partners, LLC
230 Fifth Street
Miami Beach, Florida 33134
Attn: Scott Robins
Re: Agreement (Ihe "Agreement's by and between City of Miami Beach ("City") and
Scott Robins Companies, Inc., Purdy Partners1919 LLC, 1849 Purdy Partners, LLC
as partially assigned to Bay Road Parincrs, LLC (all collec!ively "Seller"). All
capitalized terms used herein without being defined have the meanings ascribed to
them in the Agreement.
Ladies and Gentlemen:
W e hereby confirm our agreement to act as Escrow Agent in connection with the First
Closntg of the Agreement on the terms and conditions specified in this letter. We hereby
aclatowledge receipt of the Cancellation of Memorandum ("Cancellation") executed by City and
Seller, a copy of which is attached hereto as Exhibit A.
If the Financing Contingency is not satis5ed and the Agreement is terminated pursuant to
Section 8.1 {d) and such termination is not 1•endered void, Escrow Agent shall record the
Cancellation in the Public Records of Miami-Dade County, Florida simultaneously with the closing
that occurs pursuant to Section 8.1(d)(i)(y) or Section 8.1(d)(i)(z) of the Agreement, whichever is
applicable; provided, however, if prior to recording the Cancellation Escrow Agent receives written
notice from either City or any entity comprising Seller not to record the Cancellation, then and in
that event Escrow Agent shall continue to hold the Cancellation until such time as either:
i} City and Seller jointly instruct Escrow Agent in writing specifying what to do with
the Cancellation; or
ii) a court having jurisdiction has issued a final non-appealable order instructing
Escrow Agent what to do with the Cancellation.
Notwithstanding anything to the contrary Escrow Agent may at any tnne elect to deposit the
Cancellation with a court of competentjurisdictio:] and commence an action for intexpleader> the
costs of which will be borne equally by City and Seller. Ciip• and Seller shall reimburse Escrow
Agent for all attorneys' fees and court costs incurred by Escrow Agent i^ connection therewith.
Upon Escrow Agent's taking of any of the actions in accordance with the instructions
specified above {either (i) or (ii)) or if Escrow Agent shall commence an action for interpleader
Escrow Agent shall be released from all obligations hereunder.
a} Escrow Agent is acting as a depository only and is not responsible or liable in any
manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument
deposited with ii or any notice or demand given to it or for the form of execution of such
instrument, notice or demand, or for the identification, authority or rights of any person executing,
depositing or giving the same or for the terms and conditions of any instrument, putsuaai to which
the parties may act.
b) P,scrow Agent shall not have any duties or responsibilities, except those set forth in
this );screw Agreement and shall not incur any liability in acting upon any signature, notice,
demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent io
be genuine. Escrow Agent may assume that any person purporting to give it any notice on behalf
of any party in accordance with the provisions hereof has been duly authorized to do so, or u
otherwise acting or failing to act under this Escrow Agreement excep[ in the case of Escrow
Agent's gross negligence or willful misconduct.
Without limiting the generality of any of the foregoing, Escrow Agent shall not be
liable for any loss or damage resulting from the following:
(1) 'l'he effect of the transaction underlying this escrow or of any element
of that transaction, including without limitation, the financial status or insolvency of any
outer party, and any misrepresentationrnade by any other party.
(2) Any legal effect, insufficiency, or undesirability of any instrument
deposited with or delivered by Escrow Agent or exchanged by the parties hereunder,
whether or not Escrow Agent prepared such instrument.
(3) Tae default, error, action or omission of any pazty to the escrow.
(4) Escrow Agent's compliance with any legal process, subpoena, writs,
order, judgments and decree of any court whether issued with or without jurisdiction and
whether or not consequently vacated, modified; set aside or reversed.
c) The terms and provisions of this Escrow Agreement shall create no right in any
person, firm or corporation other than the parties hereto and rhea respective successors and
permitted assigns and no Hurd party shall have the right to enforce or benefit from the terms hereof.
d) Escrow Agent has executed this Escrow Agreement for the sole purpose of agreeing
to act as escrow agent in accordance with the terms of this Escrow Agreement and the terms of the
Agreement.
e) This escrow agreement may be signed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one original document.
Mifuni 322169 1
Additionally, facsimile signatures on counterparts of this escrow agreement aze hereby authorized
and shall be acknowledged as if such facsimile signatures were an original execution.
f) Escrow Agent is legal counsel to City. In the event of any litigation between City
and Seller, Escrow Agent shall be entitled to represent City, and Seller hereby waives the right to
file any objection thereto arising from this letter or Escrow Agent's services hereunder.
g) Notice shall be effective upon receipt if delivered to the parties at the addresses set
forth above.
if you agree with the terms and provisions of this Escrow Agreement, please acknowledge
your agreement by executing in the space provided below and returning a copy of this letter to the
undersigned via facsimile.
Verytruly yours,
Tague
fior the Firm
SELLER:
SCOTT ROBNS COMPA_*1IES, INC.,
a Florida corporation
By:
Scott Robins, President
PURAX PARTNERS, LLC
a Florida limited liability company
By: Purdy Partners SRC, LLC, Manager
By:
Scott Robins, Mansging Member
(Signaturta• corsiinue nn the following pager
'Il;w ColtnEt+ns LLP 5227 G9
Four Susoas'fowac, :St6 Floor, 1441 Brickell Awouc, N5:noi, Florida 33131-34W • 305-536-1:12 -
Additionally, facsimile signatures on counterparts of this escrow agreement are hereby authorized
and shall be aclcnow>ledged as if'such facsimile signatures were an original execution.
fl Escrow Agent is legal counsel to City. In the event of any litigation between City
and Seller, Escrow Agent shall be entitled to represent City, and Seller hereby waives the right to
file any objection thereto arising from this letter or Escrow Agent's services hereunder.
g} Notice shall be effective upon receipt if delivered to the parties at the addresses set
Forth above.
If you agree with the terms and provisions of this Escrow Agreement, please acknowledge
your agreement by executing in tfie space provided below and returning a copy of this letter to the
undersigned via facsirile.
Very truly yours,
Brian Tague
For the Firm
SELLER:
SCOTT ROBINS COMPANIES, I.VC.,
a on a corpora ton
By:
Scott Robins, President
PURDY PARTNERS, LLC
a Florida limited liability company
C, Manager
By:
Scott Robins, Managing Member
[Signa[ures coniinee on Ure;o?lowing page]
Miami 522169 1
(Stgrtatures continued from previous page)
PURDY PARTIV)/RS 2919, LLC
a Florida limited liability company
By: Purdy Partners 1919 SRC, LLC,
By:
Scott Robins, Managing Member
1849 PURDX PARTNERS, LLC
a 1'lorida limited liability company
By: Purd ers 1849 SRC, LLC,
By:
Scott Robins, Managing Member
SAY ROAD PAR'2'IVE;ItS, LLC
a Florida limited liability company
ay o artners C, LLC
By:
Scott Robins, Managing Member
CITY:
CITY O)k ML4MI B1;ACH, FLORIDA, a
mwiicipa] corporation of the State of Florida
ATTEST:
Miami 522169 t
(SSgnatures continued from previous page)
APPROVED AS TO
FORM 8< LANGUAGE
tk FORE CUTION
3 zt+ oil
tt mey ate
PL'RDY PARTNL+'RS 1919, LLC
a Florida limited liability company
By: Purdy Pazh3ers 1919 SRC, LLC,
Manager
By: .
Scott Robins, Ivianaging Member
1849 PURDY PARTNERS, LLC
a Florida limitcd liability company
By: Purdy Partners 1849 SRC, LLC,
Manager
By:
Scott Robins, Managing Member
BAY RUAD PARTi~'ERS, LLC
a Florida limited liability company
By: 13ay Road Partners SRC, LLC
By:
Scott Robins, Managing VSember
CIT'I':
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Floridz
By:
ATTEST:
By: ~ ~ SEAL]
Tsw CnxDet+ns LLP 5321 G9 ]
Font Season 7owey 15t1t Floor, 1441 33rickell Avecuc, Miami, Plo*ida 33131-3407.305-5361112 -
This document prepared by
and when recorded return to
Marlin A. Schwat~, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscayne Boulevard, Suite 2500
Miami, FL 33131
CANCELLATION OF MEMORANDUM OF AGREEMENT
A Memorandum of Agreement ("Memorandum"} between SCOTT ROBIl~tS
COMPANIES, IA'C., PURllY PARTNERS, LLC and 1849 PLiRDY PARTNERS, I.I:C, BAY
ROAD PARTNERS, LLC and BAY ROAD OUTPARCEL PARTNERS, LLC (collectively
"Seller's all having an address at 230 Fifth Strcct, Miami Beach, Florida 33139 and CITY OF
MI_AMI BEACH ("Purchaser"), having an address at 1700 Convention Center Drive, Miami
Beach, Florida 33139, dated as of March J 2009, was recopied in Official Records Book
Page ,Public Records, Miami-Dade County, Florida, in order that third
parties should have notice of the rights and obligations of Seller end Purchaser pursuant to a
certain.unrecorded Agreement ("Agreement") between Seller and Purchaser, dated December 23,
2008, for the purchase and sale of an interest in the property described in Exhibit A ("Property'.
Purchaser and Seller agree that the Memorandum shall be deemed cancelled and
terminated.
[Signature pages follow]
MIAMI 1764667.3 7829330796
III WITNESS WZiEREOF, this Cancellation of Memorandum of Agreement has been
executed as of this ~ day of , 24_.
'V6TTNESSES:
Sign
PrintName'~C:i~'Y ~ l fi0 Ct
Sign
Print Name y
(As to all p 'es constituting Seller)
SELLER:
SCOTT ROBINS COMPANIES, INC.,
rgtsratias------
By:
Scott Robins, President
PURDY PARTNERS, LLC
Scott Robins, Managing Member
By: uers,SB_C_ LLC, Manager
By:
1849 PURDY PARTNERS, LLC
By: Purd Partners 1844 SRC, LLC
er
By:
Scott Robins, Managing Member
C
By:
Scott Robins, Mauager
B TNERS,
LLC
Bp:
Scott Robins, Manager
!.41.4ffl 1764667.3 78293307962
WITTv ES: _ CITY:
Sign ~ Il~~~ CITY OF MIAMI BEACH, FLORIDA, a
Print T3ame n~ A- ~ i 6~ municipal corporation of State of Florida
i
Sim By:
Printi\~ame r ~ir~
AT'TES
{As to City)
By: ~1. ~ [SEALI
APPROVED AS TO
FORM & LANGUAGE
eE FO CU3'fON
3 ~~ v9
ity ey D
MLVvII 1764667.2 1829? 3079 fi 3
STATE OF FLORIDA }
} SS:
COUNTY OF MIA1vII-DADS )
The foregoing instrument was acknowledged before me this _
2009, by Scott Robins, as President of Scott Robins Companies, Inc.,
behalf of said corporation. He is personally known to me or has pry
driver's license as identification.
Sign Name:
Print Name:
My Commission Facpires: . O'
STATE OF FLORIDA )
SS:
COUIv'TY OF MIAMI-DADS )
The foregoLng instrument was acknowledged before me this _ LS~'day of
2009, by Scott Robins, as Managing Member of Purdy Partners SRC, LLC, Mana
Partners, LLC, a Florida limited liability company, on behalf of said limited liabilit
My Commssion Expires:
.Sign I~ ame:
Print Name:
STATF, OF FI..ORIDA ) 1{ &i°i°TbNR7tltl'~°°=`==ss
SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this ls'i' day of ,
2009, by Scott Robins, as Manager of Bay Road Partners, LLC, a Florida limit liability
company, on behalf of said limited liability companies. He is personally o tom or has
produced a State of Florida driver's license as identification.
Sign Name:
Print Name: _ ____ ~2-
My Commission Expires: ARY P LIC
Serial No. (none, ifblank};
w~Rre+ascrt~ARrtf~ ll~
[NOT. Icy co>halssiar t co szn; s
EXRRES AISrth 28.2010
baAM111646673 78293107964
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI-bADF )
The foregoing instnunent was acknowledged before me this ~ day of
2009, by Scott Robins, as Manager of Bay Road Outparcel Partners, LLC, a Flori limited
liability company, on behalf of said limited liability cornpanies. [Ie is personally known a or
ha_c produced a State of Florida driver's license as identification.
Sign Name: ~ /
Print Name: __ ~+ avc '~
My Cornmission Expires: NO~ LIC
Serial No. (none, if blank):
~•: ,_ idYCOMMISSICN 40'DR17 ~..~
E%PIRE3: Msttn 2S, 2Ljp !;
Bcn3,OhuPkMN~nfluYOC~u .,
lwti=
MSAMI 1764657.3 ?82933C79G5
STATE OF FLORIDA )
SS:
COUNTY OF MIA1vII-DADE )
The foregoing was acknowledged before me this a~~ day of Mazch, 2009 by Matti Fl.
Bower, as Mayor of the City of Miami Beach, a municipal corporation of the Stale of Florida, on
behalf of such municipal corporation. She is personally known to me or has produced a Florida
driver's license as identification.
Sign Name:~..~/f~
Print Name: en r~ ~ ti
NOTARY P LTC, STATR OF FLORIDA
Print dame: e r r y ,/y ¢ r rr~s~ ~~ Z
My Cotnmission Expires: Mar 3, 20l/
° I~lav IlEnriuaoEz
;n MYCGtaId~5St0A'a, DO626373
_ EX%AES: kay 3, ~ 1
BolbOTMINOWy RCk Unynnkn
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EXHII3I'1' A
Leal Description
PARCEL 1:
Lou 5, 6, 7 and 8 of Block 14 of ALT01\ REACH REALTY COMPA1vY'S PLAT OF ISLAND
VILW SLBDMSION, as recorded in Plat Book 6, Page 115, of the Public Records of Miami -
Dade County, Florida.
PARCEL 2:
Lots 1 and 2 of Block 14A, less the North 4 feet of the East 112 of Lot 2, of ISLAND VIEW
ADDITION, as recorded in Plat Book 9, Page 144, of the Public Records of Miami -Dade
County, Florida.
MIAMI :764667.3 7829330796