Memorandum of Agreement
This instrument was prepared by:
Mmtin A. Schwam, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscayne Boulevard, Suite 2500
Miami, Florida 33131-5340
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RECORDED 04/03/2009 11:52:01
HARVE'f RUVINr CLERK OF COURT
tIIAtII-DADE CDUNTYr FLORIDA
:~TEMORANDUM OF AGREEMENT
TIIIS MEMORANDUM OF AGREEMENT ("Memorandum") dated as of March, 2009
is made by and among SCOTT ROBINS COMPAA`IES, INC., ("SRC") a Florida corporation,
1'URDY PARTNERS, LLC, a Florida limited liability company and 1849 PURll'Y
PARTNERS, LLC, a Florida limited liability company, all having an address at 230 Fifth
Street, Miami Beach, Florida 33134 (collectively, "Seller"), CITY OF MIAMI BEACFI, a
municipal corporation ("City"), having as address at 1700 Convention Center Drive, Miami
Beach, Florida 33139 and BAY ROAD PARTNERS, LLC and BAT ROAD OUTPARCEL
PARTNERS, LLC, both Florida limited liability companies having an address at 230 Fifth
Street, Mianri Beach, Florida 33139 (collectively, "Buyers").
A. Seiler and City have entered into an agreement dated December 15 and 16, 2008
("Agreement") for the sale to City of certain interests in the property described in Exhibit A
("Entire Property").
B. In accordance with the Agreement, Buyers and City have acquired interests in the
property described in Exhibit B ("Tremont Parcel").
C. The Agreement permits the City under certain conditions to acquire the interests
of Buyers in the Tremont Parcel for the price and on the terms specified in the Agreement.
D. The Agreement permits SRC or its affiliates to acquire the interest of City in the
Tremont Parcel under certain conditions for the price and on the terms specified in the
Agreement.
E. The Agreement also permits the City to acquire interests in the Entire Property
other than the Tremont Parcel under certain conditions for the price and on the terms specified in
the Agreement.
F. Seller, City and Buyers desire to provide record notice of the existence of the
Agreement.
tollAMT 17b2029.47829330796
10'
NOW THEREFORE, in consideration of the sum of S 10.00 and other good and valuable
consideration, including the conveyance of a portion of the Tremont Parcel to City, the receipt
and sufficiency of which is aclatowledged, the parties agree as follows:
1. Notice. This Memorandum constitutes notice of the Agreement, which is
incorporated into and made a part of this Memorandum by reference. This Memorandum
contains orily a summary statement of the existence of the Agreement and is not irncndcd, and
will not be construed, to affect the terms thereof. For a complete description of the terms and
conditions of the Agreement, reference should be made to the Agreement.
2. 1Vliscellaneous. This Memorandum, and any other rights and burdens set forth in
the Agreement are intended to and will run with title to, and be a burden upon, the Entire
Property-and will be binding on the parties, their successors and assigns, as owners thereof. This
Memorandum may be executed in any number of counterparts, each of which shall be deemed an
original. This Memorandum shall be governed by and in accordance with the laws of the State
of Florida. Enforcement of the terms and provisions of this Memorandum shall be at the
reasonable discretion of the aggrieved party. Any forbearance by such aggrieved party in
exercising its rights under this Memorandum or the Agreement in the event of any breach by the
other party, shall not be deemed or construed to be a waiver of the aggrieved party's rights
tktereunder.
[Signatures on following pages]
MlAbil 7762029.4 7829330796
IN WT7NESS WF1F'.REOF, the parties have caused this Memorandum to be executed as
of the day and yeaz first above written.
'WITNESSES:
SELLER:
Sign __. ~ ~ ~ ~ - - SCOTT ROBINS COMPA~ITES, INC.,
Print Name ,,, ,t 1?}. ,~~} O(a a Flnra
Sign / /~~~~~ ^'~ ~ ,
Print?Iazne ~W4"'Ki'By:
Scott Robins, President
.S'IgIl
Print N e PURDY PARTNERS, LLC
Sign
Print Name
(as to all parties signing as Seller)
By: ~aers.sFC,.lLC, Manager
By:
Scott Robins, Managing Member
1849 PURDY PARTNERS, LLC
B _v-1844 SRC, LLC
er
By:
Scott Robins, Managing Member
Ml.AMI 1762029.4 7829330796
~'VLTNE SES: CITY:
Sign ~, ~ ~ ~ CITY OF D'IIAlVII B1;ACII, IrLOI2IAA, a
Print Name - ~ municipal corporation of the State of Florida
Sign ~~ _ ~~~ _ „
Print ame r rte, By:
(As to City) ATTEST:
By: ~'U'~ ~ ~~- ~-'r„ `, [SEAL]
APPROVED AS TO
FORM & LANGUAGE
e~ FOR EXECUT{ON
3 z t. 09
mey Date
MIAMI 1762029.3 78793307964
WITNESSES: BT,YERS:
Sign ~, ~ BAY ROAD PARTNERS, LLC
Print Name G
Bv:- ~. n,..,a °^."^°..~ CRC LLC
Sign
Print Nam ~'~
By:
Sign Scott Robins, Managing Iviember
Print Name
Sign BAY ROAD OUTPARCEL PARTNERS,
Print Name LLC
{as to all parties constituting Buyers)
By d-9uSsaiceLl~r~ers SRC,
~_
By:
Scott Robins, Managing Member
STATE OF FLORIDA )
SS :
COTJNTY OF MIAMI-DADS )
The foregoing instnuneni was acknowledged before me this ~ day of
2009, by Scott Robins, as President of Scott Robins Companies, Inc., a Florida corpo ation, on
behalf of said corporation. He is personally known to me or has produced a St c of Florida.
driver's license as identification.
Sign Name:
Print Name: .,.. a '`-~
My Commission Expires: OTARY PUBLIC
Serial No. (non , if blank):
NOTARY SEAL]
lll~~~ ~~~ MAHi1N A SCrIWPHIZ
~: IAY COAIM6SION l DD 624331
EYPIPE& lAarch 26, 2010
2C.NW Thiu i~'JUid IieuN.YPQY'47
MIAMI 1762029.4 7829310796
STATE OF FLORIDA
SS:
COUNTY OF MIA.vll-DARE )
The foregoing instrument was acknowledged before me this s4- day of
2009, by Scott Robins, as Managing Member of Purdy Partners SRC, LLC, Manag f Purdy
Partners, LLC, a Florida limited liability company, on behalf of said li lied li hi ' companies.
He is personally known to me or has produced a State of Flor' dr' _e/ ~ ' e identification.
Sign Name: C/
Print Name: '_-~
My Commission Expires: NOTARY PUBLIC
Serial No. (none, if blank): - __
"WI SM ............. _ _
STATE OP FLORIDA )
SS:
COU:~'TY OF MIAMI-UADE )
The foregoing instrwment was acknowledged before me this ~~~` day of
2009, by Scott Robins, as Managing Member of Purdy Partners 1849 SRC, LLC, M ager of
1849 Purdy Parbaers, LLC, a Florida limited liability company, on behalf of said limited liabi ' -
companies. He.is personally known to me or has produced a State of Flo 'da driv is li se as
identification.
Sign Name:
Print Name: _... ~ -Gti. 2.-
My Commission Expires: VOTARY PUBLIC
Serial No. {none, if blank):
STATE OF FT,ORIDA )
)SS
COTN1'Y OF ML4A-n-DARE )
The foregoing instrument was acknow
2009, by Scott Robins, as Managing Member c
liability company, Manager of Bay Road Parn
behalf of such limited liability companies, who
driver's license as identification.
My commission expires:
;•~;~ , ~
w~I ~ 16Y OJIMitSSIGN4DD 524331
EtP1RES: Gaic:~28, c'V10
amugThu PtlvAlra+on%RpYW'
MIAMI 1762029.4 7829330796
STATE OF FLORIDA )
}SS
COLTI~dTY OF MIAMI-DARE )
The foregoing instrurtlent was acknowledged before me thSs ~S_~21ay of ,
2009, by Scott Robins, as Managing Member of Bay Road Outparcel Partners S ,LLC,
Manager of Bay Road Otrtparcel Partners, LLC, a Florida limited liability company, on behalf of
such limited liability companies, who is personally 'n t me r wh has produced a driver's
license as identification.
to 1 -State of Flori
~I~lrt.~t n rO. So.(awwt!~" ~~
Print Ka
My commission expires:
t:Ys M4HIINABCHW~
,w a AIY COMIYSSAN6DD 524331
' EXP4lES: Memn 2b, "mi0
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MIAn~II 1762029.4 7829330796
STATE OF FLORIDA )
} SS:
CUI:NTY OF MIAMI-DADS )
The foregoing was acknowledged before me this ~ ~ ~ day of March, 2009 by Matti H.
Bower, as Mayor of the City of Miami Beach, a municipal corporation of the State of Florida, oa
behalf of such municipal corporation. She is persorally known to me or has produced a Florida
driver's license as identification.
Sign Vame:
Print Name: e Y
NUTARY PL~LIC, STATE OF FLO~A
Print Name: a r r y ''Ngr1 e g
My Commission Expires:lrtar 3, ~~/~
s22ast i
EXIiIBIT "A„
ENT'I12E PROPERTY
PARCEL l:
Lots 5, 6, 7 and 8 of Block 14 of ALTOI; BEACH RCALTY COMPANY`S PLAT OF 1SLAA-D
VIEW SUBDIVISION, as recorded in Plai Book 6, Page 115, of the Public Records of bliami -
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 VIEF~'
ADDITION, as recorded in Plat Book 9, Page 144, of the Public Records of Miami -Dade
County, Florida.
MIAMI 1762029.4 7829330796
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LAST FAGS
EXHIBIT "B"
TI2)~1V1ONT PARCEL
The East 1/2 of Lot ~ and All of Lot 8, Block 14 of the ALTON BEACH REALTY
COMPANY'S PLAT OF ISLAND VIEW SUBDIVISION, as recorded in Ptat Book 6, Page 115,
of the Public Records of Miami-Dade County, Florida, and the East I/2 of Lot 3 and all of Lots 1
and 2, Block 14A, of ISLAND VIEW ADDITION, as recorded in Plat Book 9, Pagc 144, of the
Public Records of Miami-Dade County, Florida.
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323/09
MIAMI 1162029.4 7829330796