Certificate
Certificate
The undersigned certify unto the City of Miami Beach, a municipal corporation, as
follows:
1. Scott Robins Companies, Inc., a Florida corporation, Purdy Partners, LLC, a
Florida limited liability company, Purdy Partners ] 9l 9, LLC, a Florida limited liability company,
and 1849 Purdy Partners, LLC, a Florida limited liability company {collectively "Original
Sellers") entered into that certain Agreement with the City on or about December 16, 2008
("Agreement"}, which pertains to the land described on Exhibit A hereto (the "Land"). All
capitalized terms used herein but not defined herein shall have the meanings ascribed to them in
the Agreement.
2. Original Sellers have not assigned or convened their interest in the Land, except
for the assignment of the Tremont Option Contract to Bay Road Partners, LLC, a Florida limited
liability company ("BRP") and Bay Road Outparcel Farmers, LLC; a Florida limited liability
company ("BROPP").
3, BRP and BROPP have assumed all of the obligations under the Tremont Option
Contract and all of the obligations of Original Sellers under the Agreement with respect to the
Tremont Parcel.
4. All of Seller's Representations and Warranties set forth in Section 4 of the
Agreement are correct in every material respect as of the date hereof. Without limiting the
generality of the foregoing:
(a) Scott Robins Companies, Inc. is a Florida corporation that is majority
owned and controlled by Scott Robins;
(b) Purdy Partners, LLC, Purdy Partrrers 1919, LLC, and 1849 Purdy Partners,
LLC aze each Florida limited liability companies in which Scott Robins has at least a fifty
percent (~0%) interest and is manager or managing member; and
(c) BRP and BROPP are each Florida limited liability companies in which
Scott Robins has at least fifty percent (50%) interest and is manager or managing member.
5. BRP has assumed, and does hereby assume, all responsibility for paying
documentary stamps and surtax (and all penalties and interest), if any, that arc imposed as a
result of the execution and recordation of the Declaration of Condominium by BRP and City for
Purdy Avenue Commercial Condominitm, and BRP has agreed, and does hereby agree, to hold
City harmless with respect thereto.
This Certificate is executed in connection with the First Closing of the Agreement and is
a required delivery in connection therewith and will be relied upon by City in completing the
First Closing. This Certificate and the warranties and representations contained herein shall
survive the First Closing to the extent provided in the Agreement.
61iami_Si2:91_]
In Witness Whereof, the Undersigned have duly executed and delivered this Certificate
as of the 3l" day of March, 2009.
SCOTT ROBINS COMPANIES, INC., BAY ROAD PARTNERS, LLC
a Florida corporation a Florida limited liability company
ay Road Partners SRC, LLC
B},: _
Scott Robins, President By:
Scort Robins, Managing Mcmbtr
PURDY PARTNERS, LLC
a Florida limited liability company
By; P C LLC, Manager
By:
Scott Robins, Managing Member
BAY ROAD OtTTPARCEL PARTNERS,
LLC, a Florida limited'.iability company
gy:~ Partners SRC,
C
By:
Scott Robins, Managing Member
PURDY PARTNERS 1919, LLC
a Florida mited liability company
By: Purdy Partners ] 919 SRC, LLC,
By:
Scott Robins, Managing Member
1849 PURllY PAR'T'NERS, LLC
a Florida limited liability company
By: p SRC, LLC,
ager
By:
Scott Robins, Managing Member
Miami 52219! 1