Final Closing Packet - Purchase of Bay Road Partners A A I AN�
OFFICE OF THE CITY ATTORNEY, JoseSmith, City .Attorney
'Interoffice_.Memorandum
Bob P.archer
T.o: Date: June` 8, '2011
. City Clerk ..
From,:: Raul J. Agui a
Chief 'Deputy City:Attorney
'Saabject: City of Miairni Beach Purchase 'from : Bay -Road - Partners. (Sunset Harbor
:Garage Second Glosing)
'Bob-,
Enclosed +herewith. is :the closing .packet°forethe above -referenced matter.
Should.. you have an.y questions, please , do - not :hesitate to contact - me.. Please
:acknowledge your :receipt of the `above mentioned .transm -itted - to you 'ith..this Memo, jn
the zpaceproVided - below, and return signed original Memo back to me:
'Thanks
Raul
Date: Received By:
Print'N.ame':
. W � C A���i �IA�J 4 FOUR SEASON'S TOWER
,
L L g 1 5TP FLOOR
A. T T 0 R N F `; T L A ' 1441 BRIChELLAVENUE
ZviLAMi. FLORIDA 33131 -3407
4. 305.536.1112
F_ 305.536.11.16
11 itiil .TEWLA V-COM
VIA COURIER
Raul T. Aguila, Chief Deputy City. Attorney
Office bf the City Att-ornev
City of Miami. Beach
1700 Cone- ention Center Drive
4t;: Fl oor
MiamiBeach,- Florida 139
Re:'.:- City of �rpiami Bauch ,pu��r°i�ast- �fi-ow a. `r9t;z�1 �''�iriner�� ,'�E�con d Clo' in
- Purdy Commercial Condotniflium
Dear Aquila:
In connection with.the referenced transact;�� _ -vve ai`e c��cl,E�sing tl e C' using Blr��1�r for votil
f'les. Please let me know if you need -any additional docun'i— Lion.
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Closing Binder Index
Buyer: City of Miami Beach, a Florida municipal corporation
Seller: Bay' Road Partners, LLC, a - Florida limited liability company
Property: Purdy Commercial Condominium
Closing Date: December 15, 2010
1. Settlement Statement;
2. First. Amendment to Declaration of Condominium of Purdy Avenue
Commercial Condominium;
3. Cancellation of Memorandum of Lease;
4. Certificate - fro Bay Road Partners LLC;
5. Certificate from ScottRobins Companies and Bay Road Partners LLC;
6. Firpta Affidavit from Bay Road Partners LLC;
7. Funding Agreement;
8.. Post Closing Letter;
9. Owner's Title Insurance Policy
5540251.1
SETTLEMENT STATEMENT
City of Miami Beach' a Florida municipal corporation ( "City ")
Bay Road Partners, LLC, a Florida limited liability company ( "Bay Road ")
December 15, 2010
CITY BAY. ROAD
CREDITS CREDITS
Purchase Price, $ 4,500,000.00
TOTAL CREDITS 0.00 4
CASH DUE BAY ROAD FROMCITY $4;500 9 000.00 $ 4
CITY BAY ROAD
COSTS COS'T'S
COSTS AND CHARGES TO
BE DISBURSED AT CLOSING
Mortgage Payoff to City National Bank: 2,368
Construction Costs to City: 1,820,350.00
2010 Real Estate Taxes (02- 3233- 08570010) 64,270.74
to Miami -Dade County Tax Collector
2010 Real Estate Taxes (02 -3233- 085 -0020 34
'to Miami -Dade County Tax Collector
Lien Letters, Violation, Permit Searches 1
to Al Title Support Services
Attorneys Fees and Costs to Bilzin
Sumberg, et al 35
Reinstatement of Purdy Avenue Commercial 122.50 122.50
Condominium Association, Inc. to Bilzin
Sumberg; et al
Title Commitment Fee 250.00
to Chicago Title Insurance Company
Owner's Title Insurance Policy to $38,454.00 6,550.00
Tew Cardenas & Chicago Title Insurance
548771.1
Recording of First Amendment.to Declaration
to Clerk of Court 34.80 34.80
Recording of Cancellation of Memorandum
of Agreement to Clerk of Court 30.50 30.50
Recording of Cancellation of Memorandum
of Lease to Clerk of Court 26.30 26.30
'Recording of Satisfaction of Mortgage from
- City National Bank to Clerk of Court 18.50
TOTAL DEBITS: $ 38,668.10 $4,330,827.10
CITY RECAP
Cash Due from City $4,500,000.00
Plus City's Costs 38,668.10
-'Total Cash to Close from City $4,538
BAY ROAD RECAP
Cash Due Bay Road from City $4,500,000.00
Less Bay Road's Costs (- 4,330,827.10)
Bay Road's Net Proceeds $ 169,172.90
548771.1
RECEIPTS AND DISBURSEMENTS SCHEDULE
RECEIPTS BY TEW CARDENAS
From City 34,461,331.19
DISBURSEMENTS BY TEW CARDENAS
Bay Road via wire instructions attached
hereto as Exhibit A 169,172.90
. City National via wire instructions attached
hereto as Exhibit B 2,368,450.41
City via wire instructions attached hereto as
-' Exhibit C 1,820,350.00
Miami -Dade County Tax Collector 98,878.10
Tew Cardenas, et al., as agent for Chicago
Title Insurance Company (covering title
insurance) 45
Al Title Support Service 1,116.00
Bilzin Sumberg, et al 35,245.00
Clerk of Court via Tew Cardenas, et al., 201.70
Chicago Title Update Fee 250.00
TOTAL DISBURSEMENTS $4 1 538,668.10
548771.1
NOTES
1. This Settlement may be, executed in multiple counterparts, each of which shall- be deemed
to be an original and all of which shall constitute one and the same•Settlement Statement.
2. Having read, approved and agreed to the above credit and disbursement amounts and
other provisions, the undersigned parties hereby, approve each such credit: and
disbursement provisions and hereby authorize and direct Tew Cardenas, LLP to make the
disbursements set forth herein. Notwithstanding the foregoing, should City of Bay Road
discover- any error in the figures and computations set forth in this Settlement Statement,
City and Bay Road agree to adjust among themselves the payments made pursuant hereto
to compensate for any bona fide error.
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of
Florida
B y :
Dat z 20./0
ATTEST:
B
Date: - D EGE iM R(--q2- t s ":2,010
[Bay Road signature page follows]
APPROVED AS TO
FORM & LANGUAGE
FOR XECUTIQN
12. 1 5 i n
4 ,1
ttorney gate
. 548771.1
BAY ROAD PAR'T'NERS, LLC (BRP)
By: P, LLC.
By:
Scott Robins
Managing Member
X48771.1 -
EXHIBIT A
Bay Road Wire Instructions
Name on Account:
ccount: Bay Road Partners, LLC Operating Account
Routing Number: 267090455
Account Number: 0080001815
Name of Bank:: Gibraltar Private Bank .& Trust
Address: Miami Beach, Florida 33140
Telephone: (305) 468 -4144
Memo: Closing Proceeds
DEC -07 -2010 05:47PM FROM -CITY NATIONAL BANK 305- 577. -7429 T -785 P.001 /001. F -909
m ® �q$ 2S Wesc F�agler Street, Miami, FL 331 =0
" Tel: 305- 577 -7329 Fax: 305.350 - 105::: 'flk
col /area /rnncral�C /tynatio�a /, com ,
PAYOFF. STATEMENT FOR ACCOUNT /NOTE: 1526599 -1. DATE: December 7 2010
Purdy Partners LLC
C/O Scott Robins Companies,
230 5th St
Miami FL 33139 -6602
.THIS PAYOFF STATEMENT IS ISSUED PER YOUR REQUEST, FUNDS RECEIVED AF 1 ER 12:00 NOON MUST
INCLUDE INTEREST FOR EACH .ADDITIONAL. DAY AT PER DIEM SHOWN. ACCURACY OF FIGURES IS NOT
GUARANTEED, NOR WILL A MISSTATEMENT AFFECT THE RIGHTS OF CNBF TO COLLECT ALL SUMS DICE AND
PAYABLE UNDER THE TERMS OF THE' 06LIGATION. CONFIRM AMOUNT DUE PRIOR TO PAYOFF.
�. BORROWER: Purdy Partners LLC
PROPERTY:
Vac Bid 1835 Purdy`Ave;v /1 1838 Bay Rd , 1840 Bay Rd M Beach FI 33139
PAYOFF STATEMENT REOUEST FOR: December 15 2010
Current principal $2,360,488.00
Interest 6,782.19 Daily accrual of 295.0610000
Late charges 0.00
Fee:- 01 2C 590.12 2 Days.Clearance Of Funds
Total payoff $2,367;860.31
WIRING INSTRUCTIQNS; CITY NATIONAL BANK OF FLORIDA, ABA #066004367, FOR CREDIT TO
ABOVE LOAN ACCOUNT, ATTNt COLLATERAL OPERATIONS. rF FUNDSARE WIRED, DEDUCTANY
CLF.4R.4 NCF OF FUNDS RFFLFCl"ED ABOVE
IMPORTANT NOTES:
ALTHOUGH NOT INCLUDED LN. THi,5 STATEMENT. ADDITIONAL FEES, CREDITS AND DEBITS 10 ALL
BALANCES LISTED ABOVE MAYBE A DDED AT ANYTIME FROM THE ISSUE DATE OF THIS STATEMENT
AND BEYOND THE STATEMENT'S GOOD THRU DATE. ITEMS THAT MAY POSSISILY CHANGE THE
PAYOFF BALANCES INCLUDE, BUT ARE NOT LIMITED TO;
• Change in escrow credit or escrows . due, as a result of Tax Disbursements or other Scheduled or
L1n,scneduled Disbursements,
•.: E=arned Force Placed Insurance Premiums advanced from principal.'
• Scheduled or unscheduled Escrow Surplus refund to Borrower.
• Variable rare change of Note Rate.
Scheduled or unscheduled payments made to principal.
Again, you are encouraged to verify the payoff 3muntbefore remitting payment.
If THIS LOAN HAS A REVOLVING LINE FEATUrRE, upon issuance of this statement ,ail. available balanc-es will
be made unavailable until either (a) oxpirallon of this statement occurs or (b) Borrower's special request for
advanc,os during this time is approved.
r Ple2se provide Borrower's new contact iriformation, as will be needed for post payoff correspondence.
Y If reoular payments are being made via 'an ACH automatic monthly draft, the Borrower is encouraged to advise
the remitting institution of loan payoff.
You may contact Ana M. Dorregard at (305) 577 -7431 pn / (305) 350 -1063 fax /
co llate ralcontrol g6ty national. corn with any questions or concerns regarding this statement:
Exhibit
EXHIBIT C
City of Miami Beach Wire Instructions
Bank- SunTrust
Account Name: City of Miami Beach General Depository Account
- Account No.: 03600022
ABA No.: 061000104
C.-O, -bIlZin Sumbe
A?Tr0RNEYG AT 1.A'Al
Martin A. Schwartz, Esq.
Tel 305.350.2367
Fax 305.351.2255
mschwartz @bilzin.com
EXHIBIT D
For WIRING funds into our FIRM'S TRUST ACCOUNT, please
see below:
BANK: SABADELL UNITED BAN
44 West Flagler Street
Miami; Florida
ABA �No. 067009646
For Credit to: BILZIN SUMBERG BAENA PRICE &
AXELROD LLP TRUST ACCOUNT
Account No.: 0031140353
Reference: Purdy Partners /30796 /NIAS
MIAMT 2261282.1 7249634030
12 /15 /10 1:41 PM
F N 2 ICA I V F- 0 '''e- 5 4- 23'
R 275
5 P 43
�'kt_'tlRDElir 2; i °'�?►.1 ►_% ?n +:5
HARVEY RUVINP CLERK OF COURT
MIAMI-DADE COUNTY? FLORIDA
This instrument prepared by:
Martin A. Schwartz, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
200 S. Biscayne Blvd., Suite "2500
Miami, Florida 33131 -5340
(Space Above For Recorder's Use Only)
FIRST AMENDMENT TO DECLARATION OF CONDOMINIUM
OF
PURDY AVENUE COMMERCIAL CONDOMINIUM
THIS FIRST AMENDMENT TO DECLARATION OF CONDOMINIUM (this
"Amendment ") dated as of December 15, 2010, is made by BAY ROAD PARTNERS, LLC, a
Florida limited liability company, having an address at c/o Scott Robins Companies, 230 5d,
Street, Miami Beach, Florida 33139 ('BRP ") and CITY OF MIAMI BEACH, a municipal
corporation, having an address at 1700 Convention Center Drive, Miami Beach, Florida .33139
( "City "). BRP and City are collectively referred to as "Owners."
Purdy Avenue Commercial Condominium ("Condominium"), was created by the
Declaration of Condominium recorded in Official Records Book 26815, at Page 3667, in the
Public Records of Miami -Dade County, Florida. (,"Declaration").
Pursuant to Section 5.1(a)(i) of the Declaration, 1 of the Owners have the right to
amend the Declaration.
BRP and City collectively own 100% of the Units in the Condominium.
BRP and City desire to amend the Declaration to add additional property to the
Condominium to modify the legal descriptions of the Units, to modify and replace certain pages
in the legal description and survey exhibits as specifically set forth below and make certain other
changes in the Declaration.
Now,. THEREFORE, by. virtue of the authority of Owners as aforesaid, Owners amend,
the Declaration as follows:
N41AM1 2338255.4 7829330796
I . Submission of Additional Land BRP submits the property described in Exhibit A-
_1 ( "Phase 2 Property ") and all improvements erected thereon or to be erected thereon, together
with all easements, rights and appurtenances, to the condominium form of ownership and use in
the manner provided by the Florida Condominium Act, Chapter 718, Florida Statutes as it exists
on this date. BRP and City agree that the description of the Land shall be modified and expanded
so that the Land shall be the property described in Exhibit A to- this Amendment.
2. Legal Description Exhibit "A" is amended by substituting. Exhibit "A" attached to
this Amendment for Exhibit "A" in the Declaration.
3. Revision of Units BRP and City hereby amend and adjust the boundaries of the
Units so that the BRP Unit shall be the BRP Unit described in Exhibit B to this Amendment and
the City Unit shall be the City Unit described in Exhibit B to this Amendment. The City Unit shall
include all of the land below the top . surface of the slab on the first floor of the Building. The
Owners acknowledge that improvement to be constructed on the Land as contemplated by Exhibit
B have not been constructed and 'that, upon completion of such improvements, further .
modification of the description of the Unit may be required in order to reflect the as built location
of the improvements on each of the Units.
4. Surve Exhibit "B" to the Declaration is amended by substituting Exhibit "B"
attached to this Amendment for Exhibit "B" in the Declaration.
5. Common Elements The definition of Common Elements is amended to add the
following as Common Elements:
(f) any pump room with the improvements therein in the Building to be
constructed that furnishes service to both Units and /or the Common Elements.
6. Description of Condominium Section 3.1(a) - (c) are revised to read in their
entirety as follows:
(a) The BRP Unit is legally described and graphically indicated in Exhibit B
to this Amendment.
(b) The City Unit is legally described and graphically indicated in Exhibit B
to this Amendment. BRP conveys and quitclaims all of its interest in the City
Unit to City.
(c) The designation of each Unit is set forth on Exhibit "B ". Exhibit "B"
consists of a survey of the Land, a graphic description of the Units, and a plot plan
thereof. Exhibit "B" together with this Declaration identify the Common
Elements and each Unit and the relative locations and approximate dimensions.
Upon completion of the Building, the Owners will reconfigure the description of
the Units to reflect the as -built location of the City Unit and the BRP Unit.
Owners agree to file an additional amendment to the Declaration promptly after
the descriptions have been determined.
2
MIAMI 2338255.4 7829330796
7. Unit Boundaries The following shall be added to Section 3.2:
"The parametrical boundaries of each Unit shall extend to the property line of the
Land included within or adjacent to the description of each Unit on Exhibit B."
8. Easements The following paragraph is added to Section 3.3:
(j) Columns An easement to maintain support columns in the BRP Unit for
the benefit of the City Unit and in support of that portion of any Building located
on the Land above the first level as such columns are shown on Exhibit B.
9. Maintenance and Repair The third sentence of section 6.2 is amended to read as
follows:
"Except as otherwise provided, the Association- shall, make all repairs to .the ,
Common Elements, Association Property and the slab of the .first floor of the
Building."
10. Termination The following is added at the end of Section 16.
"Upon termination of the Condominium for any reason whatsoever, the easements
described in Section 3.3(b) -(j) shall continue in effect."
I L Except as expressly amended as provided in this Amendment, all of the terms and
provisions of the Declaration including, without limitation, Exhibit "C ", shall remain in full force
and effect, and are ratified and confirmed. Unless otherwise indicated, the capitalized terms used
in this Amendment have the meanings indicated in the Declaration.
Owners have caused this Amendment to be executed as of the date indicated above.
Signed, sealed and delivered CITY OF MIAMI BEACH, FLORIDA; a municipal
in. the presence of: corporation
Sign Nam
Print Name: By:
(� Print Na e:
Sign Nam 1
Print. Name q�( V C . Q �, v s ATTEST:
B y V�
Print Name:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
3
MIAMI 2338255.4 7829330796
LU _
:.
orney Data
r
STATE OF FLORIDA )
COUNTY OF MIAMI -DADE )
The foregoing First Amendment to Declaration of Condominium was acknowledged before me
this day of December, 2010 by „� as Mayor of the City of
Miami Beach, a municipal corporation of the State of Florida, on behalf of such municipal
corporation. He /She is personally known to me or has produced a Florida driver's license as
identification.
Sign Name:
Print Name: �
NOTARY PUBLIC, STATE OF FLORIDA
Print Name �. l i (, 9? , 1 ' iii i 6 - 'V
MY COMMISS�
g
P
e e
X 2 0 a #DD 832367
���frAGBCIL STR��
4
MIAMI 2338255.4 7829330796
1
i
Sign Narne: BAY - ROAD PARTNERS, LLC
Print -Name: z--
Sign Na
Print Name: A By:
Scott Robins, Manager,
STATE OF FLORIDA')
COUNTY OF MIAMI -DADS )
The foregoing First - Amendment to Declaration of Condominium was acknowledged before me
this day of December, 2010 by Scott Robins, as Manager of Bay Road Partners, .LLC, a
Florida limited liability company, on behalf of such limited liability companies. He is personally
known to me or has produced a Florida driver's license as identification.
Sign Name:
Print Name:
NOTARY PUBLIC, STATE OF FLORIDA
Print Name S S✓3T�r4 -�J �l . �f� -C�-�, 5
MY COMMISSION EXPIRES:
SEBASTIAN V. PARIS
Florida Notary.Public
Commission: DD- 82791
Expires: November 73, 2012
5
MIAMI 2338255.4 7829330796
1
EXHIBIT "
,l
PHASE 2 PROPERTY
Lots 5and 6 and the West 1/2 of Lot 7, all in Block 14, of.the ALTON BEACH REALTY COMPANY'S
PLAT OF ISLAND VIEW SUBDIVISION, as recorded in Plat. Book 6, Page 115, of the Public Records of
Miami -Dbde County, Florida.
6
MlAivll 2338255.4 7829330796
EXHIBIT "B"
SURVEY
7
MIAMI 233825.4 7829330796
ir"U'PUDY AVENUE'
COMM ERCIAL CONDOMINIUM
STATE OF FLORIDA
SS
COUNTY OF MIAMI -DADE
BEFORE ME, the undersigned authority duly authorized to administer oaths and take acknowledgments, personally
appeared DANIEL C. FORTIN, by me well known and known to me to be the person hereinafter described, who being
by me first duly cautioned and sworn, deposes and says on oath as follows, to wit:
1. That he is a duly registered and duly licensed Surveyor and Mapper authorized to practice. under the laws
of the State of . Florida.
2. Affiant hereby certifies that the attached sketch and floor plans marked Exhibit B, together with the
wording of the First Amendment to the Declaration of Condominium, to .which this is attached, is an accurate
representation of the location and dimensions of the PROPOSED IMPROVEMENTS to the land according to the
plans and specifications, and . that there can. be determined' therefrom the identification, location,
dimensions and size of the common elements and of each. condominium unit therein. There may exist
some variance, between the proposed improvements I and the improvements -as constructed.
3. That the improvements represented hereon are proposed and have not been constructed and
must be inspected, measured,- and recertified upon "substantial" completion in accordance with the
provisions of Florida Statute 718.104
4. That the architectural plans used in the preparation of this Exhibit B, were prepared by
Arquitectonica, 801 Brickell Ave, Suite 1100, Miami, Florida, P.H..(305) 372- 1812.
5. Elevations shown hereon are relative to the National Geodetic Vertical Datum of 1929.
6. That The East 75.63 feet of Lot 5, Block 14 and the West 74.47 feet of Lot 5, Block 14
ALTON BEACH REALTY COMPANY'S PLAT OF ISLAND VIEW SUBDIVISION, according to the plat thereof, as
recorded in Plat Book 6 Page 115, of the Public Records of Miami —Dade County, Florida is equal
to and comprises of II of Lot 5, Block 1.4, without gaps or overlaps.
FURTHER A,FF(ANT,(AYETH .NAUGHT.
FORTIN, LEAV,Y, SKILES, INC., LB3653
BY — - - - - — -- - - - - --
niel C. Fortin, or e Firm
PROFESSIONAL SURVEYOR AND MAPPER LS2853
State of Florida
C6 STATE OF FLORIDA
SS
N COUNTY OF MIAMI - DADE
The foregoing instrument was acknowledged before me this December 15, 2010 by DANIEL C.
FOR TA, who is' pers nall.y .known to me a:ntd w o =did `ot Make °an od h. >
NOTARY PUBLIC— State�`of lorida'
o
OIZTIN.L S KILES IN
3 CONSULTING ENGINEERS, SURVEYORS & MAPPERS
° FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
0
180 Northeast 168th. Street / North Miami Beach, Florida. 33162
Phone: 305 -653 -4493 / Fax 305 - 651 -7152 / Email fls@flssurvey.com
r
0
0
6 0. December 15, 2010 Dwg. No. 6010 -008. Job. No. 100746
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E XHI B IT SHEET 1 OF 15
PURDY AV. ENUE
COMMERCIAL CONDOMINIUM
LEGAL DESCRIPTION: Condominium Property
All of Lots 1 and 2, Less the North four (4) feet of the East 1 /2 of said Lot 2, Block 14 —A,
ISLAND. VIEW ADDITION, according to the plat, thereof, as recorded in Plat Book 9 at Page, 144,
and together with Lots 5 through 8, Block 14, THE ALTON BEACH REALTY COMPANY'S PLAT OF
ISLAND VIEW SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6 at Page 115,
both . being recorded in the. Public Records of Miami -Dade County, Florida.
SURVEYOR'S NOTES:
= This site -lies in Section 33, Township 53 South, Range 42 East, City of Miami Beach,
Miami —Dade County, Florida.
— All documents are recorded in the Public Records of Miami —Dade County,. Florida
unless. otherwise noted.
— Lands. shown hereon were not abstracted for restrictions, easements and /or rights —of —way' of
records.
Bearings hereon are referred to a value. of N00 °00'00 "E for the East right of way
line of Purdy Avenue, and evidenced by found spike and found 3/4" iron pin.
Elevations shown hereon are relative to the National Geodetic' Vertical Datum of 1929,
based on Miami —Dade County Bench Mark No. C -100, Elevation .+ 11.06, Located at Dade
Boulevard & West Ave on Bridge over Collins Canal, being a Brass . disk in the North Corner
of the bridge.
Lands . shown hereon are located in Federal Flood. Zone AE (EL 8) based on
Federal Emergency Management Agency Flood Insurance Rate . Map Community
No. 120651,Map /Panel No. 12086CO317, Suffix L, dated September 11, 2009,
and index map revised September 1 1 , 2009.
Dimensions indicated hereon are field measured by electronic measurement,
°° unless otherwise noted.
O
- Lands shown hereon containing 43,200 square feet, or 0.992 acres, more or Less.
N
— Precision of closure 1:10,000 - Commercial Class Survey.
a.
Roof overhang not located unless otherwise shown.
v
0
'Underground improvements and /or underground encroachments not shown unless
otherwise indicated.
o The approximate location of all utilities shown hereon were determined from As— Built
0 plans and /or on —site Locations and should be verified before construction.
r
c, No claims as to ownership are made or implied.
0
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Z LEGAL DESCRIP"F ®N
SURVEY
' NOTES
EXH 1 IT SHEET 2 OF 15 4
P URDY AVENUE
COMMERC CONDOMINIUM
CANAL
35 I 34 33 ( 32 ( 3
1. 1 30 29 ( 28 I 27 26
3
W J FOUND 112 PIPS & CAP
L83653 (11/14/0
FOUND NAIL & DISK L83653 (11/14/07)
W S90 "0000•E 185.00 STREET-
_
FOUND 112' PIPE &CAP
L83653 (1/22/98)_ _
- FOUND 1/2 PIPE -FOUND 1/2 PIPE
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N90 220.00' 18TH STREET
O 8 FOUND CUT NAIL
In �,
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This site lies in Section 33,
Township 53 South, Ran e 42 East,
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City of Miami Beach, Miami -Dade County, Florida.
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EXHIBIT B S HEET 3 OF 15
I
PU Y AVENUE
COMMERC CONDOMINIUM
FOUND 314 ' IRON PIN INACCESSISie FOUND NAIL &DISK
NO I.D. (IYRAB) (T ?) ' LB3853 (12/9109) 8 1
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111 j PROTTOSED BUTEDTIq
AT GROUND LEVEL
do AS PROVIDED BY I ; J
u,, J 3 I I ARQUITECTONICA ON
I - SEPTEMBER 30, 2010
- - - - i� � _I III III LOT 1 '
WEST RIGHTT Y IL' (L ROAD d A0 DIN_ GS_I_ - - - Y - i v�l \ c � 1� 1
o O I I I I I I 6 HI GHAINUNK ` `� a 5 P'X. I V
l E _ ) II I II III I I III II I ihwCE K ; - i \ .:
` F C LE 4 III III III I I III I �I I
— ��, �II III —� _ >>I _ —> II '.� =l.000
) n =V= -
+ ++
RIGHT OF WAY LIN of �• Y l � l
stNSEr PL I, ' B 6 PAGE 115 C
a HARBOUR CIRIVE (PU Y AVENUE) UNDER zZ3
UNDER GROUND I I I w
WATER LINE II
J I , I II a L6T 8
'..'0.47 Ci LOT 5 CURB LIGHT POLE x
EAS �Z 1 1 J t'YP) ! II tl t I s N
SSGO
RIGHT OF WAY \ /� RIGHT OF r +� II ( ❑ P `
zj
F-AT PAGE 1 111 E 5 6 �'PAGE1115 I I ;. sML CORNER OF LOT 5
I ._� FENCE
'. WEST II ) t � ovEmLEAO
II 11 ( ( unun
tr A 3 1 l T o 1 ❑ASPHALT �' 35
a P.A v [ N A � E N T� II r {POOR CONDITION) �� : I RIGHT OF WAY RIGHT OF WAY
(POOR CONDITION) L � ... I� _ PL. B - PLAT BOOK B
I
O M w M( ) II I. f $ Q I PAGE 115 PAGE 115
LOT 7
AN x� ao zm z all'. �xS.w. I I! P L 7
LIMITS OF PROPOS ED
and ; 1 Y y d and �r II n° II ( 11 PARKINGCARA a I o
6 A i
\ z� 4
1 � I oU o� OSS ,1 n'.
CLD55T I 5` HIGH�C NUNK DROP POLE 5
jI
S ++ 1 -
tl
5 33 u f I SAS II {
5 / K N W � a ❑ ❑ I lOff ❑ [_ ' 'Off . I
(. �L7 x 7 —a-
O F ` I IIIIII MONITORING EL
NC w
x n
s I . $. THE A �70t+7 -EACH REALTY COMPANY'S (TYPICAL) _ - g I s++
L0 PLAT OFIPSLAND VIEW SUBDIVISION ( >d
LOT 6 l ip BOOK 8 PAGE 115 :.. (
(PO
CV - S> a ❑ ❑ II OR CONDITION) ❑ P-
II . 1I L L I - -< 3
I: p I ®�
•i � II I� - 1�•K ( �� :�
n ;
Cl.t- f�i .r, :`s iirrr!irr `•:vr;rr:i;!! irlf PROPOSED BUILDING T ]
6,q_ BUILDING LINE 015 WEST l r 7 AT GROUND LFF�_ !EL ° g -�
p ,< j AS PROVIDED$Y (�T I -
ARQUITECTONICAON �k
$ SEPTEMBER 30, 2010 ff>
;d I' 7 B�
$ 9 ; GRASS
B I
° - u #1835
I 2 STORY BUILDING LOT 5
/ i I ♦ 8 - I GARAGE FLOOR ELEVATION +19.7 � _ k
0 ,r a � 2rd FL ELEVATION +7.91 1 7 ❑ FOUND 3/4' P a
O ! (TO BE REMOVED) F T NO LD. �Y
43 4' HIGH CHAIN
.mo LINK FENCE 75.56' II fo
C9 >5 0 150. U
/r55.Ysrr / /:,
r< � r- slirri.i�rrirft,�;'S9: rrrlirrir r., errs.
O H FOUND SPIKE
d NO I.D. (1219/09) ELECTRIC PANEL ! i
BUILDING CORNER 1 STORY BUILDING r
... (0.07'W, 124'5) -/ ' 2STORY BUILDING GRAPHIC SCALE
(D .. FOUND NAIL 8 D FLOOR ELEVATION +155 - FLOOR ELEVATION +157
ELEVATION L (? LOT 4 ; 2nd FLOOR ELEVATION INACCESSIBLE
NOTE:. O 20 40 80
f.
p � 8' VYNNESS CORNEA
Ex isting Survey, improvements
within the site to be removed.
TOPOGRAPHICAL IN FEET )
z
T, 1 inch = 40 ft.
O -
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V
EXH
I BIT B SHEET 4 OFI 5
-
PURDY AVENUE
DOMINIUI
• _ �
COMME �CON .
Jh_1 U
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i I
II S� \� \� . I I N
-
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I �0 p 17.5 35 70
\ III ( IN FEET )
1 inch 35 ft.
III i r II
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2, \ .I I S
II I
All improvements are proposed and
II a II i -- subject to change without notice.
� I
j III • I l Z �I I
III =� I o II All areas below the finish floor are
IIII a the Common Element, unless
otherwise noted.
Jill 0 I rl I
III' J L - --
li II I I i LEGEND:
u � a III I
_J I i ; COMMON ELEMENT
jil —
II I li
o ii I I� r BRP UNIT
(See Legal Description on
M ' J) - III - - Sheets 11 & 12)
I JI
3 lkT x - I it i CITY UNIT
II .I -NI I (See Legal Description on
\ II i 0 III I Sheets 14 & 15)
LII -
r�
\ 9 II
z - GROUNTU L
v
� PLAT
XI IT L SHEET 5 F 1
P U RD Y A
CO MMERCIAL CONDOMINIUM
3, • .. � e 1� El IR 1 �r`�
' r"' t a
; GENERATOR
;I s r
if 111
I LOBBY 9 � � 9 � if !! II ¢ LI I!
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fir 38
i I I Ci X79 37
t 1l ! i
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71 50
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{ 83 _ _
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G 84 - -_�- _ -_ GRAPHIC SCALE
I I L ly -_ 32
85 73 fl ( I 52 _ ;�_ Il I{ Il
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74 E JI 30
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I
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i
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2
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. I = � > �� i l i NOTES:
o 1 i ii 1' - _ _ ___ _3 I! All `improvements are .proposed and
r If a I� subject to change without notice.
F -, !,
5
1 °� °� s �, 7 a 9 r, 10= __== - -__ - _ �� �. - II All improvements at this level are
i� - i I art of the City nit
h 9 it i
9 !I fl Gi m" LOBBY ELE�. 1 1 p y
if 4 !I N i 19 11 p if L -� OFFICE
if T I'
1l- I � STAf R 2
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F L O GIN , P EXHIBIT 6 OF 15
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P
AVENUE
IAL
C ®l�1VIEC C ONDOMINIUM
STAIRI -NfI� - - -- --
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lb,
it d1 Oi I� Ili Iil t it 1; I
ll LEVI i ,LOBBY ° Ii a E N g Ii ; I.
L _� 64 Lt! 63 � 62 U_ 61 60 r_ � 59 � 58 -1, 57 -� 56 o 55 t' �
_ r
109. i
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l 110
_u �= Y. - — 52 F #
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112 �� = =� - - -�
g8 �)'I L 66
6 113 I = = �d,� 49 A ll.
89 67
_. _1
® 114 I = =- 48
._ U GRAPHIC SCALE
1 9 68
— — — 0 _ _ -- —
° I `LEI=
G . a 0 17.5 35 70
1t 115 47 -
a 2 _
Iti = 116 i 91g�= Il�il�� -69 46 ?i(
_ � ' ' i_: ( IN FEET
92 _ P U 7 0
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l ___= 11 _� $�l� i _
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Ih 118 44
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yy �l
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-- - -� z
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1J = - -_= I 106 L - -84
d � Il 11
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107 �I��� 3
12 a"' s
311 01 -- tG�,
108 11 LiItL 86_°
29 x F�
1' F NOTES:
o id — _ 15 27 , All improvements are proposed and
_ al subject to change without notice.
All improvements at this level are
17 F 18 19 20ii 21 f 22 its 23 ; P 24 7T 25 1,1 p
3 i> 66 art of the City Unit.
d LOBBY I1ELEVI t p
'_ I ii id n II II l qi 4h Stl
—
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o
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FL"01x
PLAN'
EXHIBIT SMEET 7 OF 1
PLT Y' AVENZIE`
COMMERCIAL CONDOMINIUM
IP b'1i� r � �9� 9d NI!
I Its I I U I 1
• (�; f �uh �1i I! Ip n ,; q 1111 Ir 1y 1111 F .I�
N IIjELEV!.
`tI LOBBYI 64 63L 62 61r� 60n 59 589 57 J 56 55 1
54 _ t9
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w ;I I _J 1
up 52 - tj
I ' _ �, � 51 7 �,
x I I I 66� 67� I 68� 1, 691! � - (� +"I I �C
70
50 n
— WAL L__== ____ = - - -- 49.
L .....ffi � 1
_ = l_ _= 7 2
48 GRAPHIC SCALE
'LE_
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-
74 Cz
" -� 9iI�P.
46
_ 9 !I
I I 75 _- € ( IN FEET ).
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44 a
M 77
(�
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4 V _ Fa} 104 I l P 79
:
103 = � �I J ®— 80
itJ
102 ___ _ �_ — 8
J 3 ` - - ° —� _ _ —_� 31 j
� —= 101 — _��� — 82 O
I 100 t! � t; 83 _
9 84
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14
�3 _ = _ tc _ _� NOTES:
-
o f 0 15 27 a I' All improvements are proposed and
subject to change without notice.
M 1
LL a -- - (( All improvements at this level are
3 1 - = = —= �0 17 1,1, 1811; 19n' 20q1 211M, 22 1f 23 rli 24 rF 25 X 26 r F -"� —
o N p N 1 r I(� N h !I i R I! I lit h q,toBBY ELEV f �j part of the City Unit.
• I
— �I , .
�� `� 1 I fiI 14 Id �� t I �3 4d il� ui N +I ' •
1 8�
—
0
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RIT ET F 15
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NOTE
l ( Ali+ 1. ELEVATIONS REFER TO (N. G. V. D.)
NATIONAL GEODETICVERTICAL DATUM.
, �ftk i 2. NOT TO SCALE
i
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(If Of
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L VAS' l EXHIBIT SHEET OF 15
PU Y AVE"WE
COMMERCIAL COND OMINIUM
CANAL
\ 35 1 34 33 1 32 1 31 1 30 1 .29 1 28 1 27 1 26 1
m 36. I I 15- 1
FOUND 1/2' PIft & CAP-
.- LB3653 (11/14/07) \'� '
-FOUND NA DISK LB3653 (11/14/07)
W S90'00'00•E ,�.� STREET
- FOUND 112" PIPE to CAR
Z LB3653 (1/22/95)
- W FOUND 112 PIP E -� `FOUND 1/2 PIPE
6 5
Q — 37 — z$ 5 ° -- z
V 38* LU 4 44 Q .7 4 LU
Q 3 8 13- 3 Q
m - 39 — 0 p 2 m 9 2 Cl)
40 10
Q_
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11 g 14 7 .:. 0 8 1 7
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-
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10 0 4 11 4
3 q 12 1 3
2 — T — T — 2 —
9 -- 13 1 14 �- - --
1 1
v -
1n
o WO 00'00•E 220.00' 18TH STREET
8
O \FOUND CUT NAIL
N -
This site lies in Section 33, Township 53 South, Range 42 East,
o
City of Miami Beach, Miami -Dade County, Florida.
0
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m
(.� N
3
Q
0
Scale: 1' = 200'
o '
z R UNIT
L A TI® TC EXH SHEE 10 O 1
PURDY AVENUE"
.
COMMERCIAL CONDOMINIUM
LEGAL DESCRIPTION: BRP Unit
A portion of Lots 1 and 2, Block 14 A, ISLAND VIEW ADDITION, according to the plat thereof, as recorded in Plat
Book 9 at Page 144, and together with a portion of Lots 5 through 8, _Block 14, THE ALTON BEACH REALTY -
COMPANY'S PLAT OF ISLAND VIEW SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6 at Page
115, both Plats being recorded in the Public Records of Miami -Dade County, Florida, being more particularly
described as follows:'
Begin at the Southwest corner of said Lot 5, Block 14, THE ALTON BEACH REALTY COMPANY'S PLAT OF ISLAND
VIEW SUBDIVISION, also being a point on the East right of . way line of Sunset Harbour Drive also known as Purdy
Avenue per said Plats; thence N 00 °00'00" E along said West Line of said Lots 5 through 8, Block 14 and Lots 1
and 2, Block ` 14 A for 267.00 feet to Reference Point 'A'; thence S 90'00'00" E for 31.83 feet; thence S
00'00'00" W for 108.33 feet; thence S 90'00'00" E for 26.33 feet; thence N 00 °00'00" E for 32.76 feet; thence
S 90 °00'00" E for 10.17 feet; .thence N 00 °00'00" E for 6.82 feet; thence S 90'00'00" E for 7.67 feet; thence
N 00'00'00" E for 20.00 feet; thence N 90'00'00" W for 17.83 feet; thence N 00'00'00" E for 12.08 feet to a
point of curvature concave to the Southeast; thence Northeasterly along a 10.67 foot radius curve leading to the
right through a central angle of 90 °00'00" for an arc distance of 16.76 feet to a point of tangency; thence
S 90'00'00 E for 81.17 feet to a point on the East Line of said Lot 2, Block 14 A; thence S 00'00'00" -W
along said East -line of Lots 1 and 2, Block 14 A for 22.75 feet; thence N 90'00'00" W for 3.25 feet; thence
-S 00 °00'00" W for 2.26 feet; thence N 90'00'00" W for 7.33 feet; thence N 00'00'00" E for 2.26 feet; thence
N 90'00'00" W for 6.75 feet; thence S 00 °00'00" W for 2.26 feet; thence. N 90 °00 W for. 8.00 feet; thence
N 00'100'00" E for 2.26 feet; thence N 90 °00'00" W for 16.83 feet; thence S 00 °00'00" W for 26.82 feet; .thence
S 90'00'00" E for 42.17 feet to a point of said East line of Lot 1, Block 14 A; thence S 00 °00'00" W along
said East line of Lots 1, Block 14 A and Lots 5 through 8, Block 14 for 172.43 feet; -thence N 90'00'00 "' W for
22.33. feet; thence S 00'00'00" W for 9.17 feet; thence N 90'00'00". W for 9.67 feet; thence S 00 °0000" W for
9.83 feet; thence N 90'00'00" W along the South line of said Lot 5, Block 14 for 118.00 feet ' to the Point of
Beginning.
AND
a0 Commence at said Reference Point 'A', being a point on the - East right of way line of Sunset Harbour Drive also
known as Purdy Avenue per ISLAND VIEW ADDITION PLAT, thense N 00'00'00" E along said West line of said Lot
2, Block 14 -A for 6.83 feet; thence N - 90'00'00" E for 32.00 feet to the Point , of Beginning; ^thence
N N 00'00'00 E for 11.50 feet; thence N 90'00'00" E for 20.75 feet; thence S 00 °00'00" W for 4.43 feet; thence
S 57 °15'34 W for 13.06 feet; thence S 90'00'00" W for 9.76 feet to the Point of Beginning.
The above described perimetrical boundaries lies between elevation +5.0 feet and :elevation +21.8 feet (bottom of
0
slab) relative to the National Geodetic Vertical Datum of 1929.
0
0
0
m
0
0
o
o
z RP UNIT
LEGAL ECRIPT
EXHIBIT B SHEET 11 OF 15
j .
PURDY AVENUE
COMMERCIAL CON . D OMINIUM
Q .
J S00 0 00 1 00 "W
Y �
0 0 2.26'
mw
N Z N90 0 00'00 "W N00 0 00'00 "E
I 35' 35' ! POINT OF BEGINNING 16.83' 2.26'
3 LOT 3 I
I cO— L4Z7 Z� Q — Noo°00'00"E N90 0 00'00 "W
L2 \\00 6 L =16.76 0 2.26' 3.25'
I POINT OF L7 R =10.67 0 o N90 °00'00 "W S00 °00'00 "W
COMMENCEMENT �� \ 0 =90 °0000° W m I 8.00' 2.26'
REFERENCE POINT A \ ISLAND VIEW ADDITION 71 c
\ _ LOT 2 PLAT 800K 9 PAt3E 144 o
S90 ` a Z
31.83' \\ M S90 °00'00 "E 81.17' 6 a N90 0 00'00 "W N90 °00'00 "W
00 W \ 90a 0'QO "iN \\ o 6.75' 7.33'
0
I T °
00 \ 7.8 ' \ \ 0 0 N DETAIL ..A..
o
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L11 0
\ ° o
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o 0, N SEE DETAIL "A"
N .o �\ S9.0 °00'00 "E
C w \ LINE TABLE
a o � ® LINE LENGTH BEARING
. z \ \\ \NQ c0 100 3 L1 . 6.83' N00 00'00 "E
o W LOTS �, °f 0 0 L2 32.00'. N90'00'00 "E
\ \� ' 0 \ \ ° = L3 11.50' N00'00'00 "E
¢ \\ `\1 o L4 20.75' N90'00'00 ° E
ILL
I Q U 90�ga'QO" \ S 900OQ'0.0 "\ w �. v L5 ' 4.43' S00'00'00 "W
W \ \ 6` X1. \ 3 J Q I m L6 13.06' S57'15'34 "W
a o \ L7 9.76' S90'00'00 "W
\ J \
I o \ \ `N00 °00'00 0 00 , '00"E,
a o \ \ \ � �6�82`\ \� �
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35 35
\, `�¢ so ooao�w �� I
N90 0 00'00 "W 118.00' I-
POINT OF BEGINNING I
o I SOUTHWEST CORNER OF
I LOT 5, BLOCK 1 LOT GRAPHIC SCALE
m
� L -- p 25 50 100
3
o -
o I ( IN FEET )
L I 1 inch = 50 ft.
0
0
Z
P UNIT
SKETIC DES I ION EXHO IT SHEET 12 OF 1
PURDY AVENUE
CO MMER CI AL. C NDOM IUM
CANAL
• L I I I I I I,
\ 35 I 34 33 1 32 .I 31 1 30 1 29 I 28 I 27 1 26 1
I
< 36 N • I I 15- 1 1 I 1 1
FOUND 1/2" P11- "I CAP-.
L93653 (11/14/0.)
� -FOUND NAIL & DISK L93653 (11/14/07)
w S90 *00'00*E 185- STREET
FOUND 112" PIPE & CAR -
LB3653 (1/22/ \ -
W FOUND 1 PIP FOUND 1/2 'PIPE '
6 5
37 D 5 a � _—
Q - -- Z°
>° — 4 14 �0 — 7 — 4 — >
� 38 � >
- -- Q 3 8 13- 3
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40
$ 10 1
8
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N90 *00'00"E M.001 18TH STREET
_2 8 FOUND CUT NAIL
N
This site lies in Section 33, Township 53 South, Range 42 East,
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City of Miami Beach, Mianu - Dade County, Florida.
0
0
m
N
o NOTE:
See Sheets 6 through 8 for
2nd through. 5th Floor Levels
o Scale: 1" = 200'
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Z
FIRS""
LEV EL. CITE UNIT
C
S`&L XH I IT B ATI SHEET-13 OF 1
NEW
P U ruY V E N�.TE
COMMERCIAL CONDOMINI
LEGAL DESCRIPTION: City Unit
PARCEL 1
A portion of Lots 1 and 2, Block 14 A, ISLAND VIEW ADDITION, according to the plat thereof, as- recorded in Plat
Book 9 at Page 144, and together with a portion of Lots 7 and 8, Block 14, THE ALTON BEACH. REALTY.
COMPANY'S PLAT OF ISLAND VIEW SUBDIVISION, according to the plat thereof, as : recorded in Plat Book 6 at Page
115,. both being recorded in the Public Records of Miami -Dade County, Florida, being more particularly described
as follows:
Commence at the Southwest corner of said Lot 5, Block 14, THE ALTON . BEACH REALTY COMPANY'S PLAT OF ISLAND
VIEW SUBDIVISION, also being a point on the East right 'of way line of Sunset Harbour Drive also known as Purdy
Avenue per said Plats; thence N 00'00'00" E along said East right of way line and West line of said Lots 5
through 8, Block 14 and I Lots 1 and 2, Block 14 A for 267.00 feet to the Point of Beginning of the hereinafter
described Parcel 1; thence continue N 00'00'00" E for 23.00 feet;' thence N 90'00'00" E for 75.00 feet; thence
S 00 °00'00" E for 4.00 feet;. thence S 90'00'00" E for 75.00 feet to a point on the East line of said Lot 2,
Block 14 A; thence S 00'00'00" W along said Lot 2, Block 14 A for 45.00 feet; thence N. 90'00'00" W for 81.17
feet fo a point of curvature; thence along a 10.67 foot' radius curve leading to the left through a central angle
of 90'00'00" for an arc distance of 16.76 feet to a point of tangency; thence S 00'00'00" W for 71.67 feet;
thence N 90'00'00" W for 26.33 feet' thence N 00 °00'00" E for 108.33 feet; thence N' 90 °00'00 W for 31.83 feet
to the . Point of Beginning.
LESS AND EXCEPT
Commence at the Point of Beginning of the hereinafter described Parcel 1; being a point on the East right of- way
line of . Sunset Harbour Drive also known as Purdy Avenue per ISLAND. VIEW ADDITION PLAT thense N 00'00'00" E
along said West line of said Lot 2, Block 14 —A for 6.83 feet; thence N 90 °00'00" E . for 32.00 feet to the Point
of Beginning; ,thence N 00 °00'00" E for 11.50 feet; thence N 90 °00'00" E for 20.75 feet; thence
S 00 °00'00" W- for 4.43 feet;* thence S 57'15'34" W for 13.06 feet; thence 'S 90'00'0 W for 9.76 feet to the
Point of Beginning
Provided, however, Parcel. 1 is only the portion thereof lying below elevation +21.8 feet (second floor bottom of
slab) and above elevation +5 feet (first floor bottom slab), relative to the National Geodetic Vertical Datum of
1929.
PARCEL -2
A portion of Lot 5, Block 14, THE ALTON BEACH REALTY COMPANY'5 PLAT OF ISLAND VIEW SUBDIVISION, according
to the plat thereof, as recorded in Plat Book 6 at Page. 115, as recorded in the Public Records of Miami —Dade
o
County,. Florida, being more . particularly described as follows:
eo' Commence at the Southwest corner of said Lot 5, Block 14, THE ALTON BEACH REALTY COMPANY'S PLAT OF ISLAND
o VIEW SUBDIVISION', also being a point on the East right of way line of Sunset Harbour. Drive also known, as Purdy
Avenue per said Plats; thence N 90'00'00" E along the South line of said Lot 5, Block 2 for 118.00 feet to the
N Point of Beginning of the hereinafter described Parcel 2; thence N 00 °00'00" E for 9.83 feet; thence
N 90'00'00" E for 9.67 feet; thence N 00 °00'00" E for 9.17 feet; thence N 90 °00'00 "' E for 22.33 feet to a point
on the East line of said Lot 5, Block 14; thence S 00'00'00" W along said Lot 5, Block 14 for 19.00 feet to the
Southeast corner of said Lot 5, Block 2; thence S 90'00'00" W along the said South line of Lot 5, Block 2 for
32.00 feet to the Point of Beginning.
°. Provided, however, Parcel 2 is only the portion thereof dying below elevation +21.8 feet (bottom of slab) relative,
to the National Geodetic Vertical Datum of 1929.
o- PARCEL 3
o All of Lots 1 and 2, Less the North four (4) feet of the East 1/2 of said Lot 2, Block 14 —A, ISLAND VIEW'
ADDITION, according to the plat thereof, as recorded in Plat Book 9 at Page 144, and all of Lots 5 through 8,
m Block 14, THE ALTON BEACH REALTY COMPANY PLAT OF ISLAND VIEW SUBDIVISION, according to the plat thereof,
as recorded in Plat Book 6 at Page 115, both being recorded in the Public Records of .Miami —Dade County,
Florida.
Provided, however, Parcel 3 is only the portion thereof lying above elevation ±21.8 feet (second' floor bottom of
slab) and below elevation +5 feet (first floor bottom slab), relative to the National Geodetic Vertical Datum of
a 1929.
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IAL C OND OMINIUM C lVII�E C
35' 35' I POINT OF Soo °00'00 "E
BEGINNING LOT 3 4.00'
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BEGINNING '
I PARCEL 1 N90 °00'00 " 81 .17'
35' 35'
jm L= 16.76
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o 'M A =90 0 00'00"
> LOT 1
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LINE TABLE
o C \ LINE LENGTH BEARING
I \ / < ° a L1 6.83' N00'00'00 "E
® 0 (� LO T 8 o °� L2 32.00' N90'00'00 "E
m Q \ / 6@ L3 11.50' N00'00'00 "E
I \ 4 L 20.75' N90'00 00"E
Q I �" N90 000'00 "W x 0 L5 4.43' S00 "W
_ w \ 26.33' �� w J L6 13.06' S57'1 5'34 "W
�, o \� 3 L7, 9.76' S90'00'00 "W
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\ 0 D PLAT BOOK 6 PAGE 115 0 9\
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a LOT 5 \ S00 0 00 1 00 111
o L 5,, BLOCK 14 N00 °00'00 "E / 19.00' I
9.83 SOUTHEAST CORNER
F LOT 5, BLOCK 14
V N90 0 00'00 "E 118.00' N90 0 00'00 "W
32.00'
o - I POINT OF COMMENCEMENT POINT OF BEGINNIN
D, SOUTHWEST CORNER OF .LOT4 PARCEL 2 .
GRAPHIC SCALE LOT 5, BLOCK 14
0 25 50 - 100 I
3
o —
o (. IN FEET) I
�. 1 inch = 50 ft.
I I
o NOTE:
° See Sheets 6 through 8 for
z CITY UNIT FIRST LEVEL 2nd through 5th Floor Levels
�. T
S'r
TC OFTUL CRIPT 1
EXHI IT SHEET 15 OF 15
- - r: s 2 '*' [s r 4 : a:f 4 . 3 16; C' r 1
RECORDED !2r`17r °`LI_Iiil ts?��2���
HARVEY RUVI1`1F CLERK OF �::0 }11;`T
{ri1 C'II --DARE � 1.7UH { 't' F l-i-1rlF� DA
This document prepared by
and when recorded return to:
Martin A. Schwartz, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
200 South Biscayne Boulevard', Suite 2500
Miami, FL 33131
Space above this line for Recorder's use only
CANCELLATION OF MEMORANDUM OF LEASE
A Memorandum of Lease and Notice of Non - Responsibility ( "Memorandum ") between
BAY ROAD PARTNERS, . LLC, a Florida limited ].lability company ( "Landlord ") having an
address at .230 Fifth Street, Miami Beach, Florida 33139 and TREMONT TOWING,. INC., a
Florida corporation ( "Tenant "), having an address at 1916 Bay Road, Miami Beach, Florida
3 313 9, dated as of March 31, 2009, was recorded in Official Records Book 26815, Page 3 73 6,
Public Records, Miami -Dade County, Florida, in order that third parties should -have notice of
the rights and obligations of Landlord and Tenant pursuant to a certain unrecorded lease
between Landlord_ and Tenant, dated as of March 31, 2009, for the lease of in the property
described in Exhibit A.
Tenant and Landlord agree that the Memorandum shall be deemed cancelled and
terminated.
[Signature pages follow]
MIAMI 2365776.1 7829330796
Thus Cancellation of Memorandum of Lease has been executed as of this day of
December, 2010.
WITNESSES: LANDLORD:
BAY ROAD PARTNERS, LLC, a Florida
Sign limited liability company
Print Name
By�, artner .SR. LLC, a Florida
Sign lim' ility com way,-Manager
Print Name b vrq
By.
Scott Robins, Managing Member
MIAMI 2365776.1 78293307962
2
e
WITNESSES: 'TENANT:
TREMONT TOWING, INC., a Florida
Pant "Marne" ���, �C�1 - corporation
Sip By:
Print Name V Edwin onzalez, President
MIAMI 2365776.1 78293307963
3
STATE OF FLORIDA )
SS
COUNTY OF MIAMI -DADS )
The foregoing instrument was, acknowledged before me this 8 day of December,
2010, by Scott Robins, as Managing Member of Purdy Partners SRC, LLC, .a Florida limited
liability company as ' Manager of Bay Road Partners,. LLC, a Florida limited liability company,
-on behalf of said limited liability companies. He is personally known to me or has produced a
State of Florida driver's license as identification.
Sign Name:
Print Name:✓ /1
My Commission Expires: NOTARY PUBLIC
Serial No._ (none, if blank):
[NOTARY SEAL]
.� }''
`fyi N VI lJ t,
" 2C! 1 F
1 r
MIAMI 2365776.1 78293307964
4
i
STATE OF FLORIDA )
SS
COUNTY OF MIAMI -DADS )
The foregoing instrument was acknowledged before me this day of December, 2010.
by Edwin Gonzalez as President of Tremont Towing, Inc., a Florida corporation, on behalf of
such corporation, who is personally known to me or who has .produced a driver's license as
identification.
Notary Public -S e of Florida
Print Name
My commission expires:
c r
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' i J 1 2�Y t i't�t i i'::( i 7 «- .w.....,....m.••vu"m.7
MIAMI 2365776.1 78293307965
_ 5
CERTIFICATE FOR BAY LOAD PARTNERS, LLC
The undersigned, as manager of Bay Road Partners, LLC, a Florida limited
liability company (the "Company "), certifies the following.
1. Attached to this Certificate as Exhibit "A" is a true and correct copy of the
Articles of Formation of the Company ( "Articles "). There have been no amendments or
modifications of the Articles except pursuant to the Articles of Merger recorded in
Official Records Book 27514, Page 3026, Public Records, Miami -Dade County, Florida
( "Merger Documents ") and the Articles, as amended by the Merger Documents, are
unmodified and in full force and effect on the date of this Certificate.
2. Attached to this Certificate as Exhibit "B" is, a true and correct copy of the
Operating Agreement of the Company ( "Operating Agreement "). There have been no
= amendments or modifications to the. Operating Agreement except for the change in
members effected by the Merger Documents and the Operating Agreement is unmodified
and in full force and effect.
3. The Company has not been dissolved and remains in full force and effect
as of the date of this Certificate.
Dated: December ; 201.0.
Scott Robins
MIAMI 2367471.1 7829330796
12/9/10 1:21 PM
EXHIBIT "Alf
ARTICLES
A
MIAMI 23674 -71.1 7829330796
12/9/10 1:21 PM
z
Cen!pedco
py
Z certify the attached is a true and correct copy of the Articles of Organization of BAY ROAD
PARTNERS, LLC, a limited liability company organized under the laws of the state of Florida,
filed electronically on March 24, 2009 effective March 18, 2009, as shown by the records of this
office
I further certify that this is an electronically transmitted certificate authorized by section 15.16,
Florida Statutes, and authenticated by the code noted below.
The document number of this limited liability company is L09000028353.
Authentication Code: 090324092812-600146956586#1
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
Twenty Fourth day of March, 2009
Ri tr 6 r�Luttttt
we ,sF. ctretarp of ,bta
Electronic Articles of Organization L09000028353
For FILED 8 :00 AM
March 24 2009
Florida Limited Liability Company Sec. Of State
shawkes
Article I
The name of the Limited Liability Company is -
BAY ROAD PARTNERS, LLC
Article II
` lae street address of the principal -office of the-Limited Liability Company is:
230 5TH STREET
MIAMI BEACH, FL. US 33139
The mailing address of the Limited Liability Company is:
230 5TH STREET
MIAMI BEACH, FL. 33139
Article III
The purpose for which this Limited Liability Company is organized is:
ANY AND ALL LAWFUL BUSINESS.
Article IV
The name and Florida street address of the registered agent is:
CHARLES RATNER, P.A.
214 BRA.Z,ILIAN AVENUE,
SUITE #200
PALM BEACH, FL. 33480
Having been named as registered agent and to accept service of process
for the above stated limited liability company at the place designated
in this certificate, I hereby accept the appointment as registered. agent
and agree to act in this capacity. I further agree to comply with the
provisions of all statutes relating to the proper and complete performance
of niy duties, and I am familiar with and accept the obligations of my
position as registered agent.
Registered Agent Signature; CHARLES H. R.ATNER,
Article V L09000028353
in members /mana ers are:
FILED 8:00 A M
The name and address of managing g g � March 24 2009
Title: MGR Sec. Of Stife
SCOTT ROBINS shawkes
230 5TH STREET
MIAMI BEACH, FL. 33139 US
Title: MGR
PHILIP LEVINE
230 5TH STREET
MIAMI BEACI - I, FL. 33139 US
A
The effective date for this Limited Liability Company shall be:
03/18/2009
Signature of member or an authorized representative of a member
Signature: CHARLES H. RATNER, ATTORNEY
r
EXHIBIT "B"
OPERA'T'ING AGREEMENT
MIAMI 2367471.1 7829330796
12!9/10 1:21 PM
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED O S
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AMENDED, OR ANY STATE SECURITIES ACT PURSUANT TO APPLICABLE, EXEMPTIONS.
WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT I BE SOLD, PLEDGED,
HYPO'I HECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO
COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH 'TRANSFER
OR THE SUBMISSION TO THE MEMBERS OF THE COMPANY OF SUCH OTHER EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY TO THE EFFECT THAT ANY SUCH
TRANSFER WILL NOT BE IN. VIOLATION OF THE SECURITIES ACT: OF 1933, AS AMENDED, O
APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER. ADDITIONALLY, ANY SALE OR OTTER TRANSFER OF THESE SECURITIES
S UBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS LIMITED LIABILITY
COMPANY AGREEMENT.
OPERATING AGREEMENT
(Manager Managed)
BAY ROAD PARTNERS, LLC
A Florida Limited Liability Company
THIS OPERATING AGREEMENT is dated as of the 18 day of March 2009 by'and among PURDY
PARTNERS, LLC, a Florida limited liability company and 18.49 PURDY PARTNERS, LLC a Florida limited
liability company, and those other persons,.if any, who from time-to time become parties to or are otherwise
bound by this Agreement as provided herein.
PURDY PARTNERS, LLC,. and 1849 PURDY PARTNERS, LLC, desiring to form a ,limited liability
company for the purposes set forth ,in this Agreement, hereby agrees as follows:.
ARTICLE 1
DEFINED TERMS
1.1 " means the Florida Limited Liability Company Act, as amended from time to time
1.2 " AdJosted Capital A ccount Balance" means, with respect to each Member, such Member's Capital
Account balance maintained in accordance with this Agreement, as of the -end of the relevant fiscal year of the
Company, after giving effect to the following adjustments:
(a} Credit to such Capital Account of such . Member's share of minimum gain determined in
accordance with Regulations Sections 'l .7Q4- 2(g)(1) and 1.704- 2(i)(5); and
. (b) Debit to such Capital Account of the items described in Regulations Section 1.704-
1(b)(2)(ii)(d)(4), (5) and (6).
The foregoing definition of "Adjusted Cap.ital Account Balance" is intended to comply with the provisions of
'Regulations Sections 1.704- 1(b)(2)(ii)(d) and 1.704 -2, and shall be interpreted consistently therewith.
1.3 " Affiliate " means, with respect to any Person, any other person that, directly or indirectly,
controls, is under common control with, or is controlled by that Person. For purposes of this definition, "control
(including, with correlative meaning, the terms "controlled by" and "under common control with "), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the
direction of the management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.
1.4 , " Agreement ' means this Operating Agreement of BAY ROAD PARTNERS, LLC, and all
amendments thereto.
1.5 " Articles " means the Articles of Organization of BAY ROAD PARTNERS, LLC, as amended
frorn time to time, as filed in accordance with the Act.'
1 .
OPERATING AGREEMENT -Bay Road Partners LLC (Manager Managed Any Lawful Purpose)
9
1.6 " Capital Account means, with respect to each Member, the Capital Account maintained for such
Member in accordance with the following provisions:
(a) To each Member's Capital Account there shall be credited such Member's Capital Contributions,
such Member's distributive share of Profits and the amount of any Company liabilities assumed by ,such Member
- or which are secured by any property distributed to such Member by the Company.
(b) To each Member's Capital Account there shall be debited the amount of cash and the Gross Ass e
Value of any property distributed to such Member pursuant to any provision of this Agreement, and such
Member's distributive share of Losses.
(c), In the event all or a. portion of a Member's Membership Interest is transferred, in accordance with'
the -terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred Membership Interest.
(d) In determining the amount of any liability for purposes of the foregoing subparagraph (a), there
shall betaken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.
The foregoing provisions and the other provisions, of this Agreement relating to the maintenance of
.Capital Accounts. are intended to comply with Regulations Sections 1.704 -1(b) and. 1.7.04-2, and shall. be
interpreted and applied in a manner consistent with such Regulations. In the event the Manager shall reasonably
determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto,
are computed in order to comply with such Regulations, the Manager may make such modification; provided that
such modification is not likely to have a material effect on the' amount distributed to any Member pursuant to
Article 10 hereof upon the liquidation of the.Company.
1.7 " Capital Contributions means the aggregate amount of cash and Gross Asset Value of property
(less the amount of indebtedness, if any, of such Member which is assumed by the Company and /or the amount of
indebtedness, if any, to which such property is subject, as of the date of contribution, without regard tot l e
provisions of Code Section 7701(g)) contributed by a Member to the capital of the Company.
1.8 " Cash Flow means, for. any period, the amount by . which '(a) the gross cash receipts of the
Company from any source for such period (including, but not limited to, Capital Contributions, loans,
distributions received by the Company in respect of any stock, partnership interest or other equity interest owned
by the Company,, and proceeds from the sale, financing, refinancing or other disposition of all or any portion of ,
the Company property), exceed (b) the sum of (i) the aggregate, cash disbursements for,such period (including, but
not limited to, Company administrative costs, reimbursements paid to the Manager in respect of his day -to -day
management activities hereunder, principal and interest payable on. Company debt and capital expenditures), and
(ii) amounts previously set aside.as reserves as determined. by the.Manager in his discretion.
1.9 " Code " means the Internal Revenue Code of 1986, as amended (or any corresponding provision
of succeeding law).
1.10 " Company " means the limited liability company known as BAY ROAD PARTNERS, LLC, as
m
said Company may from time to time be constituted.
1. l 1 " Consent " means the prior written consent or approval of a Person to do the act or thing for which
the consent or. approval is solicited, or the act of granting such consent or approval as the context may require.
1.12 " Depreciation " means, for each fiscal year or other period, an amount equal to the depreciation
amortization or other cost recovery deduction allowable with respect to an asset for such year or other period,
except that if the Gross Asset Value of an asset differs from- its adjusted basis for federal income tax purposes at
the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income .tax depreciation, amortization or other cost recovery
deduction for such year or other period bears to such beginning adjusted tax basis; provided however that if the
federal income tax depreciation, amortization or other cost recovery deduction from such year or other period is
zero; Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable
method selected by the Manager.
1.13 - " Gross Asset Value means, with respect to any asset, the asset's adjusted basis for federal
income tax purposes, except as follows:
2
r�rr+r. ♦ TII.I /� A /In 1 A Ll. i'T T�,..� Ti .. ..A T) - . -i Aitnnor�n`l !1 n�l'� a�.i f�i� n)lt't'�(�CP�
(a} The initial Gross. Asset Value, of any asset contributed by a Member to the Company shall be the
gross fair market value of such asset, as determined by the contributing Member and the Managers;
(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross
fair `market. values, as reasonably determined by the Manager, as of the following times: (i) the acquisition of an.
additional interest in the Company by any new or existing Member in exchange for more than a de minimis
capital contribution; (ii) the distribution by the Company to a Member of more than ,a de- minimis amount of
Company assets, including money, as consideration for an interest in the Company; and (iii) the liquidation of the
provided Company within the meaning of Regulations Section 1.704 ii ")(g)' p d , however that adjustments .
pursuant to the preceding clauses (i) and (ii) shall be made only if the Manager reasonably determines that such
adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the
Company;
(c} The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair
market value of such asset on the date of distribution; and
(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any
adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only
to: the extent that such adjustments are taken into account in determining Capital Accounts pursuant to
Regulations Section 1.704- 1(b)(2)(iv)(m) and the definition of "Capital Account" herein,
If the Gross Asset Value of an asset has been, determined or adjusted pursuant to any of the foregoing
subparagraphs (a), (b) or (d) of this Section, such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.
1.14 " Manager " means the Person or Persons designated or appointed as Manager pursuant to this
Agreement, and any other Person who becomes a successor or additional Manager of the Company pursuant to
this Agreement. There may be more than one Manager. The terms "Manager" shall mean any Manager.
1.15 " Member " means any Person who is designated as a Member on Exhibit "A" to this Agreement at
the time of reference thereto and who is acting in such Person's capacity as a Member of the Company and any
other Persons who from time to time become parties to or are otherwise bound by this Agreement as Members.
1.16 " Membership Interest means the entire ownership interest _(which may be expressed as a
percentage) of a Member in the Company at any particular time, including the right of such Member to any and
all benefits to which a Member may be entitled pursuant'to this Agreement and under the Act, together with all
obligations of such Member to comply with the terms and provisions of this Agreement and the Act.
1.17 " Notice " means a writing, containing the information required. by this Agreement to be
communicated to any Person, and given or delivered in accordance with the requirements of this Agreement.
1,18 " Person " means any individual, partnership, limited liability company, corporation, trust, estate or
other entity: .
1.19 " Profits " and " Losses " means, for each fiscal year or other period, an amount equal to the
Company's taxable income or loss for such year or period, determined in accordance with Code. Section 703(a)
(for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
(a) Any income of - the Company that is exempt from federal income tax and not otherwise taken into
account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;
(b) Any expenditures. of the Company described in Code Section 705(a)(2)(B), or treated as Code
Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704- 1(b)(2)(iv)(i), and not otherwise taken
into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable
income -or loss;
(c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (b)
or (d) of Section 1.13 hereof, the amount of such adjustment shall be taken into account as gain or loss from the
disposition of such asset for purposes of computing Profits or Losses;
3 ..
flI>GT) ATT1�1( �rT?��nnR1.IT_Rav Rnar� n r}nPl'C r 1 C W1 in:ioar rvlanaiowi Anv 1 awful P11rnnefl
(d) Gann or loss resulting from any disposition of property with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the
property disposed of notwithstanding. that the adjusted tax basis of such property differs from its Gross Asset
Value; and
(e) Depreciation shall be taken into account for such fiscal year or other period in computing such
taxable income or loss, in lieu of the depreciation, amortization and other cost recovery deductions that otherwise
may be taken into account in the absence of Section 1
1.20 " Purchase Option Event means any one or more of the events or conditions described in Section
10 1(a)
"1:21 " Regulations " means the United States Treasury Regulations, as amended from time to time.
ARTICLE 2
THE COMPANY
2.1 Formation and Name The Members agree to the formation of a limited liability company under
the name BAY ROAD PARTNERS, LLC pursuant to the provisions of the Act and this Agreement and have
caused the Articles to be prepared, executed and filed with the Secretary of State of the State of Florida.
2.2 Purpose, The Company has been organized to engage in the transaction of any and all lawful
businesses or activities which a limited liability company may carry on under the Act and the laws of any, other
jurisdiction in which the Company is so engaged.
2.3 red Place of Business The principal and registered place of business of the
Company shall be 230 5` Street, Miami Beach, FL .33139; or such other place or places as the Members shall
from time to time select by Notice to the Manager.
2A Registered Agent The Company's registered agent shall be the Person designated by the
Manager from time to time to serve in that capacity in accordance with the terms of the Act. The initial Registers
Agent is Charles Ratner, P.A., 214 Brazilian Avenue, Suite 200, Palm Beach, FL 33480
2.5 Qualification in Additional Jurisdictions The Manager is authorized to qualify the Company to
do business in any jurisdiction in which such qualification is deemed by the Manager as necessary or desirable in
carrying out the Company's business, and pursuant thereto, to appoint a registered agent and to establish a
registered office in such jurisdiction, and to cause the Company to operate in such jurisdiction 'Linder another
name selected by the Manager, in compliance with the assumed naive statute of such jurisdiction, if the Company
is not allowed under the laws of such jurisdiction to operate under the name BAY ROAD PARTNERS, LLC.
ARTICLE 3
CONTRIBUTIONS BY THE MEMBERS
3.1 Initial Capital of the Company Contemporaneously with the execution of this Agreement, each
of the Members shall make an initial Capital Contribution to the Company of the cash and /or property set forth on.
Exhibit "A" hereto. In exchange therefor, each Member shall receive a Membership Interest equal to the
percentage of the aggregate Membership Interests of the Company set forth on Exhibit A hereto.
3.2 No Additional Capital Contributions No Member shall be required to make an additional Capital
Contribution to the Company.
3.3 Limitation on Withdrawal of Capital Except as expressly provided in this Agreement, no
Member (a) shall have the right to withdraw or receive any return on such Member's contributions or a claim to
any Company capital prior to termination of the Company pursuant to Article 10 hereof, (b) shall have any right
to demand and receive property other than cash in return for such Member's contributions, or (c) shall be liable to
any other Member for the return of such Member's contributions to the Company, or any portion thereof (except
as otherwise expressly required under the Act), it being expressly understood that such return shall be made solely
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from Company assets.
ARTICLIE 4
CAPITAL ACCOUNTS; PROFITS AND LOSSES; DISTRIBU
4.1 Capital Accounts The Company shall establish and maintain a Capital Account for each
Member.
4.2 Allocation of Profits and Losses
(a) Profits Profits of the Company shall, be allocated among the Members as follows:
(i} First, to each Member pro rata and in proportion to the cumulative Losses, if any, allocated to
such Member pursuant to Section 4.2(b)(ii) hereof until the cumulative Profits allocated to such Member under
this Section 4.2(a)(i) equals the cumulative Losses allocated to such Member under Section 4.2(b)(ii) hereof,
. Then, the. balance, if any, to the Members in accordance with their respective Membership
Interests.
(b) Losses Losses of the Company shall be allocated to the Members as follows;
(i) First, to. the Members in accordance with their, respective Membership Interests; provided
however that no Member shall be allocated Losses in excess of his or r - her Adjusted Capital Account.Balance,
determined immediately prior to allocation provided for in this Section 4.2 (b)(i ); and
.(ii) Then, to the extent any Losses allocated to a Member pursuant-to Section 4.2(b)(i) would, but for
the proviso contained therein, exceed a Member's Adjusted Capital Account Balance, such Losses shall be
allocated first to the other Members. in" proportion to, and to the extent of, their respective Adjusted Capital
Account Balances, and then to any Member guaranteeing debt of the Company, making loans to the Company-or
otherwise having liability for Company debt, in proportion to the debt guaranteed, the loans made or the amount
of such liability.
4.3 Reallocation by Manager The allocation of Profits and Losses in Section 4.2 is intended.to have
substantial economic effect within, the meaning.of Regulations Section 1.7 1(b)(2) or be in accordance with the
Members' interests in the Company within the meaning of Regulations Section 1.704- 1(b)(4), If subsequent.
events (including, but not limited to, nonrecourse borrowing by the Company or a loan by a Member to the
Company) cause, in the reasonable opinion of the Manager, the Section 4.2 allocations to have neither substantial
economic effect nor be in accordance with the Members' interests in the Company, the Manager may (a) allocate
the income,. gain, loss, deduction and credit of the Company so that such allocations are in accordance with the
Members' Membership Interests; or (b) make such other modifications to this Agreement (including, but not
limited to, the addition of minimum gain chargeback, qualified income offset and other special allocation
provisions specified in Regulations Sections 1.704 -2 or 1.704 -1(b)) that are necessary in the reasonable opinion of
the. Manager to. cause such allocations to have substantial economic effect within the meaning of Regulations
Section 1.704 -1 (b)(2 ),
4.4 Tax Allocations Except as otherwise provided in this Agreement, all- items of income, gain, loss
and deduction shall be allocated, for federal and state' income tax purposes, among the Members in the same
manner as the corresponding items of income, gain, loss and deduction are allocated for purposes of maintaining
the Capital Account of each of the Members..
4.5 Section 704(c). Allocations In accoidance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the
Company shall solely for tax purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross
Asset Value, including, but not limited to, special allocations to a contributing Member that are required under
Code Section 704(c) to be made upon distribution of such property to any of the noncontributing Members. In the
event the Gross Asset Value of any property of the Company is adjusted pursuant to subparagraph (b) of Section
1 . 13, subsequent allocations of income, gain, loss and deduction with respect to such property shall take account
of any variation between the adjusted basis of such property for federal income tax purposes and its Grass Asset
Value in. the same. manner as under Code Section 704(c) and the Regulations thereunder. Any electrons or other
decisions relating to. such allocations shall be made by the. Manager in any manner that reasonably reflects, the.
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purpose and intention of this Agreement. Allocations pursuant to this Section 4.5 . are solely -for purposes of
federal, state and local taxes and shall not affect, or. in any way be-taken -taken into account in computing, a Member's
Capital Account or share of Profits �or Losses, other items or distributions pursuant to any provision of this
..Agreement..
4 .6 Amounts and Timing of Distribution of Cash Flow If the Manager. determines in his discretion
that Cash Flow (or any portion thereof) is available for distribution'and that such Cash Flow (or portion thereof)
should' -be distributed to the Members, such Cash Flow (or portion thereof) shall be distributed by the Company to
theMembers in accordance with their respective Membership Interests.
4.7 Distributions on Liquidation Notwithstanding anything to the contrary in this Article 4, if a sale;
refinancing or other disposition is incident to or results in the liquidation of the Company, any Cash Flow realized
therefrom shall be allocated and distributed in accordance with the terms of Article 10.
ARTICLE 5
MANAGEMENT
5.1, Initial Managers The management of the Company's business shall be vested in two C'
Managers unless a greater number of 'Managers shall be fixed from time to time by action of the Members. The
- initial Managers shall be SCOTT ROBINS and PHILIP LEVINE. No Manager shall take any action in
connection with the Company without the . unanimous written consent of the Members or pursuant to a signed
direction letter from all Members. Any Manager not designated: in this Agreement shall be appointed by the
affirmative vote of the Members. A Manager shall hold office until his death, removal, or resignation. Any
Manager who is also a Member may interchangedly use the title "Manager" or "Managing Member"
5.2 Management Authority
(a) Except as otherwise authorized, in this Agreement, all management decisions of the Company
(including, without limitation, any actions or votes taken by or on behalf of the Company in respect of any equity
interest held by , the Company in another entity) shall be made by the Managers, who shall be responsible for the
conduct of the 'business of the Company, subject to the .provisions of this Agreement and the Act. The Managers
shall have all - of the rights, ,powers, duties and obligations of managers as provided in the Act, and as otherwise
provided by law, and any action taken by the Managers, not otherwise in violation of the Act or this Agreement,
shall constitute the act of and serve to bind the Company. As used in this Agreement, the term "Manager" shall
mean each singular Manager and the plural Co- Managers, as logically applicable. The signature of only one
'Manager shall be sufficient to bind the Company, and each Manager may take any action without the joint
approval of the other provided that the Manager shall not act without the consent of the Members.
(b) Without in any manner limiting the grant of authority to the Manager pursuant to Section:5.2(a),
•except as otherwise provided in this Agreement, the Manager shall have the broadest possible authority to manage
the business and affairs of the Company, including, without limitation, the power and authority to perform any
and all. of the following on behalf of the Company:
(i) To.acquire property from any Person (whether or not such Person is affiliated or connected with
the Manager or any Member);
To borrow money for the Company from banks, other lending institutions, Members or their
Affiliates, all on such terms as the Manager determines, and i connection therewith, to hypothecate, grant
security interests in and otherwise encumber the assets of the Company to repay such borrowed sums;
(iii) To purchase liability and other insurance to protect the Company's property and business;
'(iv) To hold and own and /or lease real and personal property ;in the name of the Company;
(v) To invest Company fund's in any investment determined appropriate by the Manager;
(vi) To sell or otherwise dispose of all or any portion of any property of the Company;
(vii) To authorize any employee or agent of the Company to execute on behalf of the Company all
instruments and documents, - including, without limitation, checks, drafts, notes and other negotiable_ instruments,
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mortgages or deeds of trusts, financing statements and documents providing for the acquisition, disposition or
mortgage of property of the Company; F
(viii) To employ accountants, legal counsel, managing agents or other experts to - perform services for
the Company (whether or not affiliated or "connected with the Manager or a Member);
(ix) To make any and all determinations with" respect to the manner in which the Company votes any
stock interest, partnership interest or other equity interest held by the Company, on any matter on which the
Company possesses a right to vote; and
(x) . To do and perform all other acts as may be necessary -or appropriate to the conduct of the
Compa�iy's business.
(c) The Manager sh - al] only receive such compensation from the Company in consideration for
performing- their management duties and responsibilities hereunder as the Members. may approve from time to
time in writing. Notw�thstandiilg the foregoing, any and all reasonable, expenses incurred by the Manager in
connection with the operation or affairs of the Company shall be reimbursed by the Company as appropriate.
(d). 'Only the Manager and the officers 'and agents of the Company authorized by..the Manager shall
have the authority to bind the Company: The Manager is an agent of the Company for the purpose of its business,
and the. act of the Manager,. including the 'execution in" the Company's name of any. instrument for apparently
carrying on in the usual way the'business of the Company; binds the Company, unless such act is in contravention
of the Articl or this Agreement or any agreement between the Manager and the Company or unless the Manager
so acting otherwise" lacks the authority to act for the Company and the Person with whom he ` is dealing has
knowledge of the fact that he has no such authority. Any Manager acting without the requisite authority shall .be
- liable for any damages or liabilities arising with respect to such action unless the Manager can show that he
reasonably believed after due inquiry thatsuch action was authorized.
5.3' Limitation on Liability The Manager shall perform his duties as the Manager in good faith, in a
manner he reasonably believes to be in the best interest of the Company and the Members, and with such care as
an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs
his duties shall not have any liability by reason of being or having been a Manager of the Company. The
Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member
for any action taken or failure to act on behalf of the Company within the scope of authority conferred on the.
Manager under this Agreement or the Act, except where the claim at issue is based on the fi dud, gross negligence
or bad faith of,the Manager.
5.4 Indemnification by Company The Company shall indemnify..the Manager for all costs, losses,
liabilities and, damages paid or incurred by such Person in "connection with the business of the Company to the
fullest extent provided or permitted by the Act and the other laws of the State of Florida.
5.5 Removal of the Manager The Manager may be removed with or without cause by vote of the
Members, but such removal shall. be without prejudice to any contract rights the Manager may have. Any
removal of the Manager shall become effective on such date as may be specified by -the Members voting in favor
thereof. Should the Manager be removed who is also a Member, such Member will continue to participate in the
Company-as a Member and enjoy the burdens and benefits of his Membership . Interest.
5.6 Resignation of the Manager The Manager may -resign, at any tirne by giving. Notice to the
Members. -The resignation of the Manager shall take effect upon receipt of such Notice or at such later date as
specified in such Notice. The acceptance of the resignation of the Manager shall not be necessary to make such
resignation: effective, The resignation of the Manager who is also a Member shall not affect the Manager's rights
as a Member and not constitute a withdrawal of the Member..
5.7 Appointment of New Manager If a.vacancy.in the office of Manager occurs, the Members shall
designate a Person to serve as the Manager to fill such vacancy. In the event the Members fail to, appoint a Person
to serve as - a Manager to fill such vacancy, management of the Company shall be.vested in the Members.
OPERATING AGIZF ~MFNT -Bav Road Partners 1,1.0 W2n2per M sniped Anv Lawfu) 1?uroosel
ARTICLE 6
MEMBERS
6,1 Powers of Members The powers of the Members shall include but not be limited to:
(a)_ the right and power to elect and remove the Manager as provided in Article 5;
(b) the power to amend the Articles and this Agreement provided that such amendment complies
with the Act;
(c) '- the power to approve or disapprove the issuance of additional Membership Interests for sale to
then existing Members or -new subscribers;. and
(d) ' the power to dissolve the Company by the approval of all of the Members.
6.2 Partition While the Company remains in effect or is continued, each Member waives its rights. to
have any Company property partitioned, or to file a complaint or to institute any suit, action or proceeding at law
or in equity to have any Company property partitioned, and each Member behalf of itself, its successors and
- - its assigns hereby.waives any such right.
63, Resi nation A Member may not withdraw or resign from the Company.
6.4 Authority Except as expressly authorized in this .Agreement,.no Member shall take any action as
a -- Member to bind the Company, and each Member shall indemnify the Company. for any costs or damages
incurred b y the Company as the result of the unauthorized action of Such Member.
6.5 . Majority Vote An affirmative vote or consent by or on behalf of the Members possessing more
than .fifty percent (50 %) of the Membership Interests shall be required to, approve or disapprove any matter on
W I the Members are entitled or required to decide; except as otherwise provided in this Agreement or the Act..
"Anything contained herein to-the contrary notwithstanding, in all events the following ( "Major .
Decisions ') shall require such affirmative vote in writing by or on behalf of -the Members possessing more than
fifty percent (50 %0) of the Membership Interests: (i) Any agreement to sell, lease or mortgage or otherwise lien
any-real or personal property owned.by the Company;.(ii) Any change to the Company's purpose or business as
set forth herein; and .(iii) Any admission of a new Member to the Company, other than as otherwise expressly
permitted in this Agreement.
ARTICLE 7
TRANSACTIONS OTHER
7.1 - Transactions Between a Member or Manager and the Company Except as: otherwise limited by
applicable law, any Member or Manager may, but shall not be obligated to,' lend money to the Company, act as
surety for the .Company and* transact other business with the Company, upon the requisite vote of the Members,
and shall have the same rights -and obligations whenAransacting business with the Company as a person or entity
who is not a Member or Manager.
7.2 Business Pursuits of Members and Manager Except as otherwise provided in any other written
agreement by which a Member or Manager may be bound, the Manager and any Member may engage in other
business activities as permitted by this Agreement and shall be obligated by reason of this Agreement to devote
only as much. of his time to the Company's business .as shall' be. reasonably - required in light of the Company's
business and objectives and the responsrbtl�tles undertaken or assigned to the Manager,and /or Member. Except as
otherwise provided. in - this Agreement or in any other written agreement by which any Member or Manager may
1?e bound, this Agreement shall not preclude or limit m any r .'espe.ct the right of -any Member or Manager to engage
-in or invest in any business activity of any nature or description, whether or not competitive with the business of
the Company.: Any such - permitted activity, may be engaged in independently or with other. Members or the
Manager. No•Mem -ber shall have the right, by virtue of the Articles, this Agreement or the relationsl }ip created
hereby; to a:ny interest in such other permitted. ventures or activities or to the ..income or proceeds derived
therefrom. ` _Except as- otherwise provided in, this Agreement or in any, other written agreement by which. any
Member or Manager may be bound, the pursuit of such permitted ventures shall not be. deemed wrongful or
OPERATING AGREEMF_,N`I' -Qav Rnad Partners I.LMMana4?er `M inapccd Anv T.awful Purnnsel
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improper and any Member or Manager shall have the right . o participate in or to recommend to others any
investment opportunity.
7.3 ' Reimbursement . The Company shall reimburse. the Members and Manager for all incremental
out -of- pocket expenses reasonably incurred and paid by any of them in the organization and operation of the
Company and such other expenses as may be authorized by the Manager or the Members, incurred by . a Manager
or- Member in the conduct'of the - Company's business. Such expenses shall not include any expenses incurred in
connection with a Member's exercise of its rights' as a Member apart from * the authorized conduct 'of the.
Company's business on its behalf. Such reimbursements shall be treated.as expenses of the Company and shall
not - be deemed to constitute distributions,to any Mem er of profit, loss or capital of the Company.
7.4 Execution of Contracts The Members may authorize the Manager; officer, or agent to enter into
- any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such
authority- may be general or confined to specific instances.
7.5 Voting S� ec Held by the''Company Unless otherwise ordered by Members, the Manager
shall have full power and authority on behalf of the Company to attend, act, and vote at any meeti.ngs of security
holders of corporations in which the Company may hold securities, and at such meetings or otherwise shall
possess and exercise any and all rights and powers incident to the ownership of such securities. The power and
authority to attend, act, and vote at meetings shall include the power and authority to consent, on behalf of the
Company, with respect to securities of other corporations held by the Company:
ARTICLE 8
FISCAL YEAR; BOOKS AND RECORDS; BANK ACCOUNTS
8.1 Bank Accounts The funds of the Company shall be deposited in such federally insured bank
account or accounts or other financial intermediary as the. Manager in his discretion determine are required, and
the Manager shall arrange for the appropriate conduct of such accounts. .
8.2 Books and Records .
(a) There shall be kept and maintained full and accurate books respecting the business of the
Company at the Company's principal place of business or such other location as the Manager may determine .
showing all receipts and expenditures, assets and - liabilities, profits, losses and distributions, and all other records
reasonably necessary or appropriate for recording the Company's business affairs.
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(b) The books of the Company shall he kept on the method of accountin g determined b y the Manager:.
and shall show at all times each and every item of income and expense..
(c) Each Member shall - have the right at all reasonable times, and upon reasonable advance notice,
during usual business hours to audit, examine and /or make copies of or extracts from the books of account of the.
Company. . Such right may be exercised through any agent, employee or independent public accountant
designated by such. Member. Each Member shall bear all expenses incurred in any examination made for such
Member's account.
8.3 Fiscal Year The f scal year of the Company shall be the calendar year,
8.4 Tax Matters Partner Pursuant to Code Section 6231, the Person designated by the Manager. from
time to time shall act as the Tax Matters Partner of the Company." The Tax Matters Partner shall,. within five days
after receipt thereof, forward to each Member a photocopy of any notices relating to the Com -pany received from
the Internal Revenue Service or other revenue authority.
8.5 Tax Returns In addition to the requirements of Section 8.2, tax returns of the Company shall be
prepared by the Person selected by the Manager by no later than April 15 of each year for the preceding year.
ARTICLE 9
TRANSFERS
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9.1 General Provisions No. Member shall, directly or indirectly,.voluntarily, or involuntarily, sell,
assign, transfer,. pledge, hypothecate, encumber or otherwise dispose of the whole. or any part of his or her
Membership Interest in the Company, except with the Consent of the the granting or denial of which
shall be in the sole and absolute discretion of the. Members.
9.2 Conditions for Becoming Substituted Member Any sale, assignment, transfer, gift, bequest,
encumbrance or other disposition of a Member's Membership Interest in.whole or impart, whether pursuant to the -
provisions of this Article 9 or otherwise, shall be effective solely to give the transferee of such interest the rightto
receive allocations, of profits, losses and distributions otherwise allocable to the transferred Membership Interest
pursuant to this Agreement. It shall not give such transferee the.right to become a. substituted Member unless the
following requirements are satisfied:
(a) The Manager shall have received such iri.struments of assignment executed by both the assignor
Member and the transferee in form and substance satisfactory to the Members, and such executed and
acknowledged instruments as the Members shall deem necessary or desirable to effect such substitution and
confirm the agreement of the transferee to be bound by the terms and provisions of this Agreement.
(b) The* Members shall. have given their Consent to the .assignment, the granting or - denial of which
shall be in the sole and absolute discretion of the Members.
(c) The transferee-shall pay or agree to pay all reasonable legal and other fees. -and expenses in,
connection with such substitution as the Members may determine.
If the Consent of the Members is granted pursuant to the preceding provisions of this Section 9.2, the admission
of the transferee as a substituted Member shall be effective on the day of such Consent. Any person admitted
pursuant to this Section 9.2 as a substituted Member shall be subject to and bound by all the provisions of this
Agreement as if originally a party to this Agreement.
9.3 Liability of Former Member If a transfer of a Member's Membership Interest in the Company
occurs in " compliance with the provisions of this Article 9, and if the transferee -of such interest becomes a
substituted Member pursuant to Section 9.2 the former Member shall be relieved of all obligations under this
Agreement (except for any obligations arising prior to the date of such transfer) associated with the transferred
Membership Interest, and this Agreement shall have no further force and, effect as to such former. Member with
respect-to the.transferred Membership Interest.
9A First Offer Right At least 30 days prior to making - any transfer of a Membership Interest, the
transferor will deliver a written notice (the "Offer Notice ") to each of the other Members (the Non - Transferring
Members "). The .Offer Notice shall disclose in reasonable detail the Membership Interest proposed to be
transferred, the identity of the proposed transferee, and the proposed terms and conditions of the transfer. The
purchase price specified in any Offer Notice must be payable solely in cash at the closing. The Non- Transferring
Members may elect to purchase all (but not less than all) of the Membership Interest specified in the Offer Notice
at the price - and on the terms specified therein by delivering Notice of such election to the transferor as soon as
practical. but in any event within 15 days after delivery of the Offer Notice, The purchase option for each Non -
Transferring Member who exercises such purchase option shall be for the purchase of a portion of the
Membership Interest of the transferor multiplied by a fraction, the numerator of which is the Membership Interest
of the.Non- Transferring Member exercising the purchase option and the denominator of which is the aggregate
Membership Interest of all Non - Transferring Members who have exercised the purchase,option. If.any Non
Transferring Member has elected to . purchase a Membership Interest from the transferor, the transfer of such
Membership Interest will be - consummated as soon as practical after the delivery,of the election notice. To the,
extent that the Non - Transferring Members have not elected to purchase .all of the Membership Interest being
offered, the transferor may, within 90 days after the delivery of the. Offer Notice, transfer such Membership
Interest to the named transferee at a price and on terms no more favorable to the transferee. than offered to the
Non- Transferring Members in the Offer Notice.
95 Purchase Option Upon the occurrence of a Purchase Option Event - affecting a Member '(the
"Transferring Member ") and at any time within 90 days after the Members receive actual notice of such Purchase
Option Event (the "Option Period "), the other Members (the "Remaining Members ") shall have the right and
option to purchase all (but not less than all) of the Membership Interest of the Transferring Member or such
Transferring Member's purported successor In interest for the price and upon the other terms and conditions
provided in this Section 9.5, The Remaining Members may -elect to purchase all (but not less than all). of the
Membership Interest of the Transferring Member by giving Notice of such election to the Transferring Member or
10
OPERATING AGREEMENT -Bav Road Partners LLC (Manaeer Manaeed Anv Lawful Purnnse)
such Transferring Member's purported transferee before the expiration of the Option Period. The purchase option
for each Remaining Member who exercises such option shall -be for the purchase of a portion of the Membership
Interest of the Transferring Member multiplied by a fraction, the numerator of which is the Membership Interest
of the Remaining Member exercising the Purchase Option and the denominator of which is the aggregate
Membership Interest of all Remaining Members who have exercised the Purchase Option. The purchase price for
the Membership Interest purchased from the Transferring Member shall be the (a) the Adjusted Capital Account
p Y P O T p Interest (and
Balance represented such Membership Interest or b the fair market value of such Membershi I
an MAI appraisal shall be made of any assets of the.Cornpany .in determining such fair market value).,
9.6 : Related Party- Transfers Notwithstanding Section 9.1, the Members may at any time, without
Consent and without compliance with the requireinents of Section 9.4 or Section 9.5, assign and reassign his or
her or their. Membership Interest in whole or in part to: (a) members of their immediate family or,the immediate
family of the members of the Members (which shall include spouses, children, grandchildren, parents, nieces,
nephews;. uncles and aunts); or (b) any entity controlled by or for the benefit of any such persons. Subject to
Section 9.5, a Member's interest in the Company, if such Member is a natural person, shall also automatically pass
to his or her estate (and heirs or legal representative) upon his or her death, bankruptcy or insolvency.
9.7 Special Provision for Husband and Wife Members Intentionally Deleted.
ARTICLE 10
TERM; DISSOLUTION AND 'TERMINATION
10.1 Dissolution in Certain Events
(a) The Company shall be- and terminated upon the occurrence of any one or more of the
following events; , unless the remaining Members, by vote or Consent of the remaining Members holding. a-
majority of the remaining Membership Interests and a majority of the aggregate Adjusted Capital Account
Balance for such remaining Members, elect, within ninety (90) days after the occurrence of such event, to,
continue the Company and the Company's business:
(i) If a Member shall file a voluntary petition in'bankruptcy or an order for relief under the federal
bankruptcy laws shall be entered with respect to such Member, or shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself, himself
or herself under any present. or future federal bankruptcy act or any other present or future applicable federal, state
or other statute or law relating to bankruptcy, insolvency or other relief for debtors, or shall seek or consent to or
acquiesce to (which includes, but is not Limited to, the failure to file a petition or motion to vacate or discharge
any order, judgment or decree providing for such. appointment within ten (10) days after the appointment) the
appointment of any trustee, receiver, conservator or liquidator of such Member or all or any substantial part of its,
his or her properties or its, his or her Membership Interest; or
(ii) If a court of competent jurisdiction shall enter an order, judgment or, decree approving a petition
filed against the Member seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future federal, state or other statute or law relating to bankruptcy,
_insolvency or other relief for debtors, and such Member acquiesces to (which includes, but is not limited to, the
failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for. such
appointment within ten (l 0} days after the entry of the order, judgment or decree) the entry of such order,
judgment or decree, or such order, judgment or decree shall remain unvacated and unstayed for ninety (90) days
(whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of
such Member or all or any substantial part of its, his or her property or its, his or her Membership Interest in the
.Company shall be appointed without the consent or acquiescence of said Member and such appointment shall
remain unvacated and unstayed for sixty (60) days (whether or not consecutive); or
(iii) The death, incompetency, retirement, resignation, expulsion, dissolution or bankruptcy of a'
..- Member, or any other event which terminates the membership of a- Member in the Company, unless within ninety
(90) days after such event the remaining Members agree ' to continue the .business of the Company with the
representative of the withdrawing Member or with a new Member admitted to the Company; or
(iv) If a Member who is not a natural person shall take any action to liquidate or dissolve or wind up
its affairs or is a party to a merger or consolidation other than a merger or consolidation with 'an Affiliate or a
merger or consolidation in which.'the Member is the surviving or resulting corporation.
OPERAI`ING AGREEMENT -Bay Road Partners LLC (Manager Managed Anv Lawful Purnose)
(b) If an event . listed in Section 10.1(a) occurs but the remaining.Members by vote or Consent of a
majority of their Membership Interests elect, within ninety -(90) days after the occurrence of such event, ss
continue the Company, (i) the Company shall not be dissolved and terminated, (ii) the'Company and its business
shall be continued under and pursuant to.this Agreement, and (iii) any Person as to which an event described in
Section 10.1(a) occurred shall cease to be a Member and such .former Member shall' hold_ its, -his or her
Membership Interest with the same rights as such .former Member possessed before the event, except that such
former .Member shall* possess no voting rights or rights to participate in tie. management of the .Company's
business and affairs under this Agreement.
10.2 Dissolution at End of Term. The Company shall also dissolve if the term of the Company shall
have expired and not all of the Members are willing to extend the term.
10.3 Procedures Upon Dissolution
(a) Upon dissolution of the.Company, the Company shall be terminated and the Manager,. or if there
is no Manager,.the Members, shall liquidate the assets of the Company. The proceeds of liquidation shall be
applied and distributed in the following order of priority:
(i) 'F st,.to the payment of the debts and liabilities of the Company (other than any loans or advances
made by any of the Members to the Company) and the expenses of liquidation;
(ii) Second, to the creation of any reserves' which the Manager or liquidating Members deem
reasonably .necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or
Members (to the extent the Company is liable therefor) arising out of or in connection with- the business and
operation of the Company;
(iii) Third, to the payment of any loans or advances made by any of the Members to the Company;
and
(iv) Thereafter, - to the Members in the manner, and in the priorities set forth in Section 4.2; provided
however that for distributions. pursuant to a plan of liquidation, distributions shall be made pursuant to Section
4.2 to the Members in, proportion to their positive Capital Account balances as determined after taking into
account adjustment of such Capital Accounts for any gain or loss realized or to be realized on any property sold or
disposed of as part of the liquidation, any gain which would be realized if any property distributed in kind had
been sold at its fair market value by the Company and any other adjustments required by Treasury Regulations
Section 1.704- 1(b)( i)(b)(
(b) A reasonable time shall be allowed for the orderly` liquidation of the .assets of the Company and
the discharge of liabilities. During the period beginning with the dissolution of the Company and ending with its
liquidation and termination of this Agreement pursuant to this Section 10.3, the business affairs of the Company
shall be conducted by the Manager or, if there is no Manager, by'the Members. - During such.period, the business
and affairs of the Company shall be conducted so as to preserve the assets 'of the Company and maintain. the status
which existed im prior to such termination.
10.4 Term The Company shall be in effect perpetually unless sooner dissolved and liquidated in
accordance' with the provisions hereof. All provisions of this Agreement relating to dissolution and liquidation
shall be cumulative; the exercise or use of one of the provisions hereof shall not preclude the exercise or use of
any other provisions.
ARTICLE 11
MISCELLANEOUS
f
11.1 Binding Agreement Subject to the restrictions on transfers and encumbrances set forth herein,
this Agreement shall inure to the benefit of and be binding upon the Members and their respective heirs,
executors, legal representatives, successors and assigns. Whenever in this instrument a reference to any party or
Member is made, such - reference shall be deemed to include a reference to the heirs, executors, legal
representatives, successors and assigns of each Member:
11.2 Counterparts This Agreement may be executed in several counterparts, each of which 'sha11 be
deemed an original, but all of which shall constitute one and the same instrument. In addition, this Agreement
may contain more than one counterpart of the signature pages and this Agreement may be executed by the
affixing of the signatures of each of the Members to one of such counterpart signature.. pages; all of such signature
12
OPERATING AGREEMENT -Bay Road Partners LLC Wanaaer Mana�_ Any Lawful Purpose)
pages shall be read as though, and this Agreement_ shall have the same force and effect as though, all of the
signers had signed a single signature page.
11.3 Effect of Consent or Waiver No consent.or waiver, express or implied, by any Member to or of
:.: any breach or default by any other Member.in the performance by 'such other Member of its,.his or her obligations
hereunder shall be deemed or construed to be a, consent or waiver to or of any other breach or default by such
other Member in the performance by such other, Member of the same or any other obligations of such Member
hereunder..Failure on the part of any Member to object to or complain of any act or failure to act, of any .of. the
other Members onto declare any of the' other - Members in default, regardless of how long such failure continues,
shall not constitute.a waiver by any such Member of its, his or her rights hereunder.
11.4 Enforceability If any,provision of this Agreement or the application thereof to any Person or
circumstances. shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application .
of such :provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
°11.5. Entire Agreement This Agreement, unless subsequently .amended; contains the final and. entire
Agreement among the parties, hereto, but only with - respect to the subject matter addressed herein, and they. shall
'not be bound byany terms, conditions, statements or representations, oral or written, not herein contained.
'11.6 Governing Law This Agreement is made and shall be construed under and in .accordance with
the internal Laws of the State of Florida. Venue and Jurisdiction for any matter'between the Members shall be in
Miai Dade'County, Florida.
1 l .7 Liability Among Members No Member shall be liable to any other Member or to the Manager.
by- reason of its, .his or her actions or omissions in connection with the Company, unless otherwise provided in this
Agreement and except for acts or omissions or alleged acts or omissions that were ._performed or omitted
fraudulently in bad faith or as a result of.gross negligence,or willful misconduct.
.11.8 Na Partnership Intended for Nontax Purposes The Members have formed the'Company under
the Act and expresslydo not intend hereby to form a partnership under the laws of any jurisdiction. The Members
do not intend to be. partners one to another, or partners as to any third party.. To the extent any Member, byword
or action, .represents to another Person that. any other Member is a partner or that the Company is a partnership,
the Member making such wrongful representation shall. be liable to any other Member who incurs personal
liability by reason of such wrongful representation.
11.9 Amendment This Agreement shall not. be modified except .upon the unanimous vote of all
Members.
11.10 Notices Any. Notice to the Manager. or Members required under the terms' this Agreement
shall be sent to. their respective addresses, as set on the register of Members maintained by the Manager. All
Notices and copies thereof provided for herein shall be hand delivered with receipt therefor, sent by overnight
courier service with receipt therefor, or sent by certified or registered mail, return receipt*requested, and first-class
postage prepaid. Changes of address may be given to the Company, the Manager, and the Members by Notice
given -in accordance with the terms.of this Section. Time periods: -shall commence ri the date that such Notice is .
delivered or attempted to.be delivered if receipt thereof is refused by the recipient. Any Notice that is required to
be given within a stated period of time shall be considered timely made or given if delivered or postmarked before
11:59 p'.m., local time, on the least day of such period.
11.1 1 References References Herein to the singular shall. include the plural and to the plural shall
include the - singular, and _references to one .gender shall . include the others, except where the same shall not-be
appropriate.
1 1.12 Disclosure and Waiver. of Conflicts In connection with the preparation of .this .Operating.
Agreement, the Members acknowledge and agree that: '(i) the attorney that prepared this Operating Agreement
( Attorney) acted as legal counsel to the Company only for the convenience of the Members; (ii) the Members
have been advised by the Attorney that the interests of the Members (and Manager) are opposed to each other
and are opposed to the interests of the Company and, accordingly, the Attorney's representation of the Company.
may not be in.the best interests of the Members; and (iii) each of the Members has been advised by the Attorney
to retain separate'legal. counsel. Notwithstanding the foregoing, the Members (i) desire the Attorney to represent
the. Company, and not the Members, as attorney; (ii) acknowledge that they have - been advised to retain separate .
counsel and have their right to do so;. and (iii) jointly and severally forever waive any claim that the
Attorney's representation of the Company constitutes a conflict of'interest.
OPERATING AGREEMENT -Bay Road Partners LLC (Manager Managed Any Lawful Purpose)
l ] .13 Titles and Captions Section titles or captions contained in this Operating Agreement are for
convenience only and shall not be deemed a part of the content of this Agreement.
11.14 Intentionally Deleted.
111.15 Special Provisions:
1 1.15.1 The Company shall also enter into a management and leasing agreement. with. Scott
Robins Companies; Inc., SRC Properties, LLC or. a company controlled , by Scott Robins
in accordance with the terms eet set forth in Exhibit "B" hereto, effective as o`f the date
leasing is commenced - for the Property,
11. 15.2 Scott Robins, :Purdy Partners SRC, LLC, Purdy Partners 1849 SRC, LLC, Scott Robins
Companies, Inc., and /or SRC Propertiee§,. LLC and /or their affiliated entities .will` be
providing construction and development services to the. Company relative to the
renovation and development of the Property owned by the Company as follows: project
manager and day -to -day supervision of the general contractor and all aspects of
completing renovation and re- ,development of the. properly through completion to when
the Property is ready for management and leasing as an operating property. Scott Robins
shall provide'or cause to be provided through his affiliated entities such services without
charge to the Company for construction and development fees (but the Company shall be
responsible..for all out -of- pocket and other costs directly and indirectly associated with
said work)�..Notvwithstanding the foregoing, in the event similar services are provided in
the future as approved. by the Co- Managers. Scott Robins or his - affiliated entities shall
not be precluded from charging the Company for such services.
11.15.3 Tax Matters "Partner" Purdy. Partners, LLC, will be the tax matters "partner" and, as
such, through Philip Levine, will be solely responsible for representing the Company .in
all dealings with the Internal Revenue Service and any state, focal, and foreign tax
authorities, but the tax matters "partner" will keep the Managers and all Members
reasonably informed of any Company dealings with any tax agency.
11.15.4 Cash Calls. in the event that the Company is not able to meet its current obligations, then
all Members will be subject to a pro -rata cash call" to fund the deficit. The failure by any
Member to pay his /her /its full amount of such Member's cash call within 30 days of the ,
date" approved by the Company shall, at.the election by majority vote..of these Members
who did timely meet their cash call in full, result in the defaulting- Member either: (a)
being liable for interest charges to accrue for the benefit of the non - defaulting Members
at the maximum legal rate permitted under applicable law until.such cash call has been
paid in full; or (b) being subject to a dilution of such defaulting Member's interest. in the
Company at the rate of 10% per month (i.e., if the defaulting Member held a fifty percent
(50%) interest in the Company at time of default, then each, month 10% of such
defaulting Member's interest would be distributed' pro -rata each month to the non -
defaulting.Members until the defaulting Member's cash call is paid in full)..The Members
acknowledge that the failure by any Member to timely pay in full a required "cash call'
would irreparably harm the Company. Accordingly, the Members acknowledge and agree
that this Section shall be strictly construed and enforced. by the Company and its
Members
11.15.5 Other Matters Relating-to Capital and Loans
11.15.5.1 Interest earned on Company funds shall inure solely to the benefit of the
Company, and, except as specifically provided herein, no interest shall be paid
upon any contributions or advances to the capital of the Company or upon any
undistributed or reinvested income or profits of the Company.
11.15.5.2 The Capital Contributions of the Members shall be utilized for carrying
out the purposes of the Company as set forth in this Agreement and for payment
of any expenses incurred in connection therewith, including payment oi-
reimbursement of expenses paid or incurred on behalf of the Company whether
prior or subsequent to the execution of this Agreement.
14
OPERATING %GRI "EMI7NT -Bay Road Partners LLC (Manager Manae,ed Am Lawful Pumose)
7 1.15.5.3 Loans by a Member to the Company (including those arising-by virtue of
payment under a guaranty or indemnity of the Company obligations) shall not be.
considered contributions to the capital of the Company and shall not increase the
Capital Account of the lending Member. Subject to the limitations contained in
this Agreement, the Company's deduction for interest paid in respect to any loan
from any Member shall be allocated to that Member.
11.15.5.4 Except as specifically provided herein, no Member -shall be entitled to
withdraw its Capital Contribution, or to a return . of .any part of his Capital
Contribution or to receive property . ,or asse% other than cash in return thereof
unless determined by the Members, and neither the Managers nor any Member
shall be liable for the return of all or any portion of the Members' Capital
Contributions.
11.1.5.5.5 No Member shall be entitled to priority over any other Member, either
with respect to a return of his Capital Contribution or to allocations of taxable
income, gains losses or credits, or to distributions; except as ,provid.ed, in this
Agreement.
SIGNATURES ON NEXT PA C El
. 15
OPFIRA`I'ING AGREEMENT -Bay Road. Partners LLC (Manager Managed Any Lawful Purpose)
IN WITNESS WHEREOF, the undersigned parties here executed this Operating Agreement as of -the date first
set forth above.
MEMBERS
PURDY PARTNERS, LLC, MEMBER
By: Purdy Partners SRC, LLC, Member and Manager
By:
Scott Robins, Managing Member
By: Purdy Partners PL, LLC, Member and Manager
By:
Philip Levine, Managing Member
1849 PURDY PARTNERS, LLC, MEMBER
By: Purdy Partners 1849 SRC, LLC,- Member and Manager
By:
Scott Robins, Managing Member
By: Purdy 1849 PL, LLC, Member and Manager
By:
Philip Levine, Managing Member
CONFIRMED BY MANAGERS
By;
Scott Robins, Manager
B
Philip Levine, Manager
. 16
OPERATING AGREEMENT -Bay Road Partners LLC (Manager Managed Any Lawful Purpose),
EXHIBIT "A
The names, business addresses.and Membership Interests and Capital Contributi.ons of the Members are set forth
below.
Membership - Capital
Name Interest Contribution
PURDY PARTNERS, ]LLC 73 % $1,000.00
230.5"' Street
Miami. Beach, FL 33139
1849 PURDY PARTNERS, LLC 27% $100.00
2305 Street
Miami Beach, FL 33139
OPERATING AGREEMENT -Bay Road Partners LLC (M*anager. Managed Any Lawful Purpose)
EXHIBIT "B"
Management & Leasing Agreement 'Perm Sheet
MEMORANDUM OF .UNDERSTANDING REGARDING
MANAGEMENT & LEASING
Scot Robins Companies, Inc., SRC Properties, LLC, and or an affiliate of Scott Robins will be responsible for all
management and leasing for a one (1) year term, which term shall be renewed from year to. year unless the Co-
Managers agree to terminate said. services by written notice not later than. thirty (30) days prior to any anniversary
of the agent's commencement of services. The following items are included in the management and leasing
services: _
,(1), Complete management of all day -to -day operations.
(2) The rent collection - process.
(a) Collecting rents and posting to Tenant's. accounts.
(b) Posting three day notices and overseeing evictions (using local attorneys) for late payers,
(c) ' Reconciling CAM, Real Estate. Taxes,. and other yearly pass- throughs and billing Tenants
for same: .
(3.) , Representation with governmental interaction.
(a) Code Enforcement
(b) Fire Department.
(c) 'Overseeing Real Estate Tax Appeals (appeals would generally be handled by counsel),
4 Pay :all operational bills and ne otiate with all operational vendors except that an !e in excess
- � p y. P
P. g P
of $5,000 over the approved budgeted amount for such expenditure (except for expenses that cannot be contro e -
by the agent as for taxes and.insurance)"i nust,be approved by the Co- Managers
(a) Leasing /releasing of space
(b). Show space to potential tenants
(d). Negotiate with tenants
(e) Oversee minor Tenant Improvements
( Review Leases
(g). Handle all tenant relations
(h) Al leases must _be approved by both `Co- Managers before they can be binding on the
Company
(5) Prepare and provide accounting information
a. Provide reports upon request (but no more than monthly)
b. Maintain all accounting and other records
c. Prepare bank reconciliations and income and expense journals -
- d.. Payroll to be run through management company's payroll
e. .All sales tax accounting
f. Monthly proposed budgets shall be submitted tothe Co- Managers for approval
(6) Oversee, the maintenance of the properties
18
OPERATING AGREEMENT -Bay Road Partners LLC "(Manager Managed.Any Lawful Purpose)
(a) Receiving maintenance requests and curing same either by subcontract or with in house
staff
(b) Oversee the implementation of certain capital improvements (roofing' and exterior Paint),
if any
(c) We will authorize repairs
(7) Handle all matters relating to insurance and insurance claims '
(a) To the extent we have a master insurance policy in place; this property will have the
option of being added to our master policy (depending on the economics)
Basic fee for management:' 5% o of gross collections on the Property, paid. monthly in arrears.
(a) All onsite or properly specific costs will be extra and " paid directly or reimbursed
monthly._
(b) Any labor billed through the Management company, on,site only, for work performed by
management company's personnel or personnel of affiliates of the management company will be at cost plus 40%
labor burden.
(c) Any postage, courier, federal express, outside reprinting etc. or. costs directly associated
with the properties will he billed at cost.
(d) All general overhead. supplies .and office , are management personnel are included in the
Management Fee.
Basic fee for Leasing will be:
(a) 6 % of gross "base Lease amount for co- brokered deals
(b) 3% of gross be lease amount for non co- brokered deals
(c) No fee for leases to Levine, Robins or their respective affiliates.
19
OPERATING AGREEMENT -Bay Road Partners LLC (Manager Managed Any Lawful Purpose)
EXHIBIT "C"
WRITTEN CONSENT
MIAMI 2367471.1 7 82 93 3 079 6
12/9/10 1:21 PM
JOINT WRITTEN CONSENT
OF
THE MEMBERS AND THE MANAGERS
OF
BAY ROAD PARTNERS, LLC
IN LIEU OF
SPECIAL MEETINGS* THEREOF
The. undersigned, being all of the - members (the " Members ") of Bay Road Partners, LLC,
a Florida limited liability company (the " Company "), and all of the managers (the " Managers ")
of the Company, do hereby waive any and all requirements for notice of the time, place and
purposes of a special meeting of the Members and a special meeting of the Managers,
respectively, and does hereby consent to . the , adoption of, and hereby does adopt,, the following
resolutions and the actions specified therein: .
A. The Company entered into that certain Agreement and Plan of
Merger, dated as of December 2, 2010, by and among 1.849 Purdy Partners, LLC,
a. Florida limited liability company, Purdy Partners, LLC, a Florida limited
liability company, and the Company, a copy of which is attached as Exhibit A
(the " Plan of Merger
B. The Member's an& the Managers desire 'to ratify the terms of the
Plan of Merger.
C. The Members and the . Managers* desire to amend (the
" Amendment ") the Declaration of Condominium of Purdy` Avenue - Commercial .
- Condominium, recorded in Official Records Book 26815, Page 3667, of the
Public Records of Miami -Dade County, Florida (the " Condominium
Declaration ") to add the additional land described on Exhibit B to be subject to
the terms of the Condominium Declaration.
NOW, THEREFORE, BE IT
RESOLVED, .that the Plan of Merger be, and it hereby is, approved,
ratified and adopted in all respects;
RESOLVED, that the Amendment be, and it thereby is, approved,
authorized and adopted in all respects;
RESOLVED, that any Manager of the Company be, and each hereby is,
authorized, empowered and directed to take all such further actions and /or steps
(including, but not limited to, paying any and all expenses and amounts), on the
Company's own behalf, and hereby is, authorized, empowered and directed to
execute and deliver the Amendment and such other modifications, amendments,
agreements, instruments, documents, consents, certificates, notices, applications
MIAMI 2363797.2 7829330796
and requests, in such Manager's sole discretion shall be deemed to be necessary,
desirable and /or appropriate in order to fully carry out the intent and accomplish
the purposes of.the foregoing resolution;
RESOLVED, that the taking of any actions and /or steps authorized by
any 'of the foregoing resolutions, and each of them, by or at the direction. of any
Manager be, .and it hereby is authorized and empowered to be, deemed conclusive
proof of the approval thereof by the Members and the Managers; and
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 be, and they hereby are, approved, ratified and
confirmed in all respects.
This Joint : Written Consent may be. executed, in several counterparts,. - or counterpart
signature pages, and. all so executed shall constitute one instrument notwithstanding that all of
the undersigned are not signatories to the original thereof or. the same counterpart or counterpart
signature page. A facsimile or PDF of a signature to .this Joint Written Consent shall be deemed
and treated for all purposes of execution to be as valid as an original signature thereto.
[Signatures located on the next page.]
MIAMI 2363797.2 7829330796
f
The undersigned have executed this Joint Written Consent in order to give their consent
thereto effective as of the day of December, 2010.
MEMBERS: MANAGERS:
Purdy Partners SRC, LLC,
a Florida limited liability company
B
Scott Robins, its sole Member Scott Robins
Purdy Partners PL, LLC,
a Florida limited - liability - company
Philip Levine, its sole Member Philip Levine
MIAMI 2363797.2 7829330796
EXHIBIT A.
PLAN OF MERGER
[ Attached]
MIAMI 2363797.2 7829330796
,
EXHIBIT B
LEGAL DESCRIPTION FOR ADDITIONAL LAND
Lots 5and 6 and the West 1/2 of Lot 7, all in Block 14, of the ALTON BEACH REALTY COMPANY'S
PLAT OF ISLAND VIEW SUBDIVISION, as recorded in Plat Book 6, Page 115, of the Public Records of
Miami -Dade County, Florida.
MIAMI 2363797.2 7829330796
Certificate
The undersigned certify unto the City of Miami Beach, a municipal corporation, as
follows:
I.- Scott Robins Companies. Inc., 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 company (collectively "Original
Sellers ") entered _into that certain Agreement with the City, on or December 16, 2008
(. "Agreement" ), which pertains to the land described on Exhibit A (the "Land "). All .capitalized
terms used but not otherwise defined in this Certificate shall have the meanings ascribed to them
in the Agreement.
2. Original Sellers have not assigned or conveyed 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 Outpareel Partners, LLC, a. Florida limited liability
-company ( "BROPP ").
3 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). BRP is a Florida limited liability company in which. Scott Robins has 'at-
least a' fifty percent (50% o) interest and is manager or managing member through his interest in
Purdy Partners SRC,-LLC..
4. BRP has assumed, and does hereby assume, all responsibility for 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 Amendment to the Declaration of Condominium by
BRP and City for Purdy Avenue Commercial Condominium, and BRP has agreed, and does
hereby agree, to hold City harmless with respect thereto.
This Certificate is executed in connection with the Second Closing of the Agreement and
is a Tequired delivery in connection therewith and will be relied upon by City in completing the
Second Closing. This Certificate and the warranties and representations contained herein shall
survive the First Closing to the extent provided in the Agreement.
.1v11AM1 2363 X32.1 7829330796
In Witness Whereof, the Undersigned has duly executed. and delivered this Certificate as
of they day of December, 2010.
SCOTT ROBINS COMPANIES, INC., a BAY ROAD PARTNERS, LLC, a Florida
Florida corporation limited liability company
B
- y .
By: — Scott Robins, Manager
Scott Robins, President.
MIAMI 2363532.1 7829336796
EXHIBIT A.
LAND
PARCEL 1:..
Lots 5 '6, 7 of Block 14 of ALTON BEACH REALTY COMPANY'S PLAT. OF ISLAND
VIEW SUBDIVISION, 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 1`4A; less the North 4 feet of the East 1/2 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 2363532.1 7829330796
FIRPTA AFFIDAVIT
STATE OF FLORIDA ) .
SS.:
COUNTY OF MIAMI -DADS )
The undersigned, Scott Robins as Managing Member of Purdy Partners SRC, LLC as
Manager of Bay oad Partners LLC ("Owner"), . under oath deposes, represents
y � "
� )> P,
warrants, and says:
1. Owner is the owner ' f fee simple title to the property described in' Exhibit "A"
( "Property ")
2..: Owier has not sold, transferred, assigned or conveyed title to the Property prior- to.
the -execution of a First Amendment to the Declaration of Condominium of Purdy Avenue
Commercial Condominium.
3'. Owner, under penalty of perjury, represents and warrants that Owner is not a
"foreign person" as defined in the, Foreign Investment in Real Property`Act codified in Section
1445 of the Internal Revenue Code, as supplemented by the rules and regulations pertaining
thereto; Owner's taxpayer identification number is 800373795, and Owner's business address is
230 5" Street, Miami Beach, Florida 33139:_
OWNER:
BAY ROAD PARTNERS, LLC
B
Scott Robins, Manager
t
MIAMI 23635 12.1 7829330790
_ r te:....., ...
ACKNOWLEDGMENT
STATE, OF' FLORIDA ) _
) SS.
COUNTY OF MIAMI -DADS )
The foregoing instrument was sworn to and acknowledged before me this. 1 � .day of
December, 2010 by Scott Robins, as Manager of Bay Road Partners, LL--C, a Florida limited
liability company on behalf of such companies. He is personally known to me or has produced a
Florida driver's license as identification.
Print Name:
Notary Public, State of Florida at Large
Commission No.
My Commission Expires
SE®AWMN V. PARIS
Florida 'Notary Public
Commission: DD- 82731'2
Expires: November 13, 2012
2
MIAIv11 2363 12.1 7829330796
EXHIBIT ,All
LEGAL DESCRIPTION
Lots 5and 6 and the West 1/2 of Lot 7, all in Block 14, of the ALTON BEACH REALTY COMPANY'S
PLAT OF ISLAND VIEW SUBDIVISION, as recorded in Plat _Book 6,. Page 115, of the Public Records of
Miami-Dade County, Florida:
MIAMI 2363 12.1 7829330790
FUNDING AGREEMENT
This Funding Agreement is executed as of the .Effective Date (as hereafter defined) by
'n and between City of Miami Beach, a Florida municipal corporation, ( "City ") and Day Road
Partners, LLC, a Florida limited liability company (`BRP ") . (collectively, the City and BRP
may also be referred to herein as the "Parties," or each individually.as a "Party ").
RECITALS
A. City _:entered into a certain agreement, dated December 16, 2008, (as heretofore
amended,,.the. "Acquisition Contract ") with ScottRobins Companies, Inc., 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 company
(collectively "Original. Seller ") with respect to the "Land" (as such term is defined in the
Acquisition Contract).
B. All of Original Seller's rights and obligations under the Acquisition.Contract have
been- assigned to. BRP, and BRP has assumed all obligations of Original Seller under the
Acquisition Contract.
C. Pursuant to the Acquisition Contract City has agreed to construct the Project (as
hereafter defined) on. the Land, and BRP "has agreed to fund certain costs with respect thereto.
D., City requires that 'BRP :deposit with City the estimated amount of the BRP
Construction Costs (as hereafter defined) prior to. commencement of construction, and BRP has
-agreed to deposit the funds in accordance with the terms of this Funding Agreement.
Now, therefore, City and BRP agree as follows:
1. Incorporation of Recitals City. and BR-P. acknowledge and agree that the Recitals
are correct, and. they are hereby incorporated into and ;made. a part of this Agreement.
2. Definitions The following terms, as used in this Funding Agreement, shall have
the.following meanings:
Architect means Arquitectonica.
A/E means that certain A/E agreement, dated. April 7, 2009,
A- reement between City and Architect for the design, permitting,
bid /award, and construction administration of the Project, and
any subsequent amendments with respect thereto.
BRP means all costs .of construction with respect to the BRP Unit
Construction (and its percentage 'interest in the . Common Elements),
Costs including its share of general conditions, soft costs, change
orders and cost overruns. BRP Construction Costs shall
include without limitation all amounts contemplated by
.548823.1
Section 8.6(a) of the Acquisition Contract; provided, however,
that Exhibit E to the Acquisition Contract is hereby replaced
with Exhibit E , to this Funding Agreement. The initial BRP
Construction Costs are estimated to equal the BRP Deposit.
BRP Deposit means $1,820,350 (includin contingency), the initial amount
deposited by. BRP with the City pursuant to this Funding
Agreement.
BRP Unit shall have the meaning ascribed to -it in the Declaration,
including its percentage interest in the Common Elements.
City means all costs of construction with respect to the City Unit
Construction (including its percentage interests in the Common Elements),
Costs including its share of general conditions; soft costs, change
orders, and cost overruns. The City Construction Costs are
estimated to be $8,964,294.(includirig contingency).
City Unit shall have the meaning ascribed to it in the Declaration,
including its percentage interest in the Common Elements.
Construction means that certain construction contract executed, or to be
Contract executed, between City and Boran Craig Barber Engel
(BCBE) Construction Company, Inc., as approved pursuant
to City Resolution 'No. 2010 - 27557, for construction of the
Proj ect, ` and.. any subsequent change orders with respect
thereto.
Declaration means the Declaration of Condominium for Purdy Avenue
Commercial Condominium as ,recorded in Official Records
Book 26815 Page 3667 of the Public Records - of Miami -Dade
County, Florida as amended by First Amendment to
Declaration of Condominium executed simultaneously
herewith.
Effective Date means December 15, 2010.
Plans ° means the final plans and specifications for the Project as
`i customarily required to obtain a full building permit, and
including, without limitation, all architectural and engineering
plans and specifications heretofore or ' hereafter produced by
Architect pursuant to the A/E Agreement and approved by.the
City.
Project means design permitting, development aild :construction of
that certain public parking garage and first floor retail space
building in accordance with, respectively the A/E Agreement
and Construction Contract (and as said Project was heretofore
548823.1 , 2
approved by the City's Design Review Board on October 6,
2008, pursuant to File No. 21861, and the City's Planning
Board on September 23, 2008, pursuant to File No. 18969)..
3. BRP Deposit Simultaneously with the execution' of this Funding Agreement,
BRP has delivered to City the BRP Deposit. City acknowledges receipt of the BRP Deposit.
City shall maintain the BRP Deposit in a separate account and shall not commingle the BRP
Deposit with other funds. BRP, shall not be entitled to receive any interest, if any, that accrues
thereon. BRP shall have no right to a return of all or any portion of the BRP Deposit. unless City
fails or refuses .to construct the Project or the ,BRP Construction Costs are less than the BRP
Deposit as determined by the. Architect.
4. Use of BRP Deposit City shall use the BRP Deposit solely for the purpose of
paying the BRP Construction Costs. City shall have absolute control of the BRP Deposit so long
as City uses the BRP Deposit solely for payment of BRP Construction Costs. As "construction of
the Project proceeds, City shall from time to time make payments for the costs .thereof. City,
shall use the BRP.Deposit to pay the BRP Construction Costs and City shall use City's funds -to
pay the City Construction Costs. City shall be entitled to rely solely upon the Architect for
purposes of determining the allocation of -each invoice between BRP Construction Costs and
City. Construction Costs.
5. Deficiency; Excess In the event Architect or the General Contractor estimates,
that. the actual BRP Construction Costs will exceed the BRP Deposit, City shall notify BRP in
writing with a copy of the Architect's or General Contractor's revised estimate and the manner
of such computation and BRP shall within ten (10) business days thereafter increase the BRP
Deposit by the amount of the deficiency demanded by City. BRP is responsible for all BRP
Construction Costs including any such costs that exceed the BRP Deposit. If upon completion of
the Project BRP has not fully paid the BRP Construction Costs, BRP shall promptly upon
demand of -City pay any unpaid amounts for which BRP is responsible. Any amounts owed by
either party to the other pursuant to this paragraph 5 shall bear interest at the rate of 15% per
annum from .the time when due until paid. To .the extent the BRP Deposit exceeds the BRP
Construction. Costs, City will return the excess to BRP within a reasonable time after final
completion of the Project.
6. Successors and Assi� ns Bound This Agreement shall be binding upon City and
BRP and their respective successors and assigns.
- 7. No Third Partv Beneficiary This Funding Agreement is intended solely for the
benefit of City and BRP and their respective successors and assigns, and no third party shall have
any rights or in this Funding Agreement.
8. No Agency or Partnership Nothing contained in this Funding Agreement shall
constitute City as a joint venturer, partner or agent of BRP or render City liable for any debts,
obligations, acts, omissions, representations or contracts of BRP.
548823.1 3
9. Amendment and Waiver This Funding Agreement may not be modified except
by written instrument signed by both City and BRP.
10. Notices No notice or other communication shall be deemed given unless sent in
the manner provided for in the Acquisition Contract.
11. Severability The.invalidity, illegality, or unenforceability of any provision of this
Funding Agreement pursuant to judicial decree shall not affect .the validity or enforceability of
any other provision of this Agreement, all of which shall remain in"full force and effect.
12. Governing. Law and Venue This Agreement shall be governed by, and construed
it accordance with, the laws of the State of Florida, both substantive and remedial, without
regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this
Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court,
Southern District of Florida, if in federal court. BY ENTERING INTO THIS. AGREEMENT,
CITY AND BRP EXPRESSLY, WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY - OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF'
THIS AGREEMENT.
13, Nature of Agreement This Funding Agreement supplements the provisions of the
Acquisition Agreement that survived closing of the Acquisition Contract, all of which remain in
full force and effect - and are not superseded hereby.
IN WITNESS WHEREOF, City .and BRP have caused this Funding Agreement to ' be
executed and delivered as of the Effective Date.
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of
Florida
B
Date: :: C , /
ATTEST:.
By:
Date: 7�enrmI3e7Z /S,. - 016
APPROVED AS TO
FORM & LANGUAGE
[BRP signature page follows] FOR EXECUTION
548823.1 4 �tO�� i y , ate
BAY ROAD PAR'T'NERS, LLC (BRP)
By: Bay, RP, LLC .
By:
Scott Robins
Managing Member
548823.1 5
` f s
December ' 2010
City of Miami Beach
1 "700 Convention Centel Drive
Miami Beac11, Florida 33139
Re:. Agreement, made orr or about December 15, 2008, as amended by that certain First Amendment to
Agreement, dated March 30, 2009 ( "Agreement "), Whereby Bay Road Partners, LLC a Florida
limited liability conaparry ( "Bay Road Pai ") and City of Miami Beach, a Florida municipal
corporation ( "City "), have acquired the Land described in the Agreement, which. has been and is
being submitted to condominiUun ownership.
Ladies and Gentlemen:
City consents. to the transfer to Bay Road Partners of all of Sellers' interests under the Agreement and
Bay Road Partner's assumption of all of Seller's obligations thereunder. Bay Road' Partners assumes and
agrees to perforin all of Sellers' obligations under the "Agreement.
As provided , in Section 8.4 of the Agreement, Bay Road Partners acknowledges and agrees that it
shall continue to collect all rentals under Leases up to the date of termination thereof pursuant to
subparagraph 8.6(e) of the Agreement, and shall continue to be obligated to pay all expenses and obligations
under the Leases, and shall continue to hold City Harmless frorn all obligations, liabilities, losses, damages,
delays and costs (including attorneys' fees and court costs) incurred.by City that arise from or under the - Land
and /or the Leases and, from all claims made by tenants or occupants thereunder until all tenants and
occupants have vacated the Land; provided, however, the foregoing indemnity shall not apply with respect to
any liabilities, losses, damages, delays and costs caused by City's gross negligence or willful misconduct.
Alt terms and provisions of the Agreement that survive. Closing shall remain in full force and effect.
Without liiniting the generality of the foregoing Bay Road Partners. specifically acknowledges and .agrees to
the obligations under Section .8.6(d) of the Agreement and under- Section 11.4 of the' Agreement (but the
incorrect cross reference in said Section 11.4 is hereby corrected to mean 8.6(d) rather- than 8.7(e)).
Bay Road Par shall close or otherwise dispose of al "1 existing open permits, if any, that rnay
affect the Retained Property, the City Unit or the BRP Unit (as defined in the Declaration of Condominium,
as amended).
All initially capitalized 'terms used in lett er shall have the meaning ascribed to them in the
Agreement, unless otherwise specified. This letter is: subject to the -terms -and conditions of the Agreement.
In the event of any conflict between the terms of this letter and the terms of the Agreement, the Agreement
shall . prevail. This letter may be executed in multiple counterparts, each of which shall be deemed an
original, and all such counterparts together shall constitute one and the same instrument.
Please sign below to acknowledge City's agreement to the above terms.
Very truly yours;
�-- -'� AD S, LLC
B
Scott Robins, Manager
MI A41 2367748.4 7829330796
f
. I
AGREED TO AND ACCEPTED THIS
AY OF DECEMBER 2010:
CITY OF MIAMI BEACH FLORIDA, a municipal
corporation of the State of Florida
By:-
ATTE :I
B (1,
ISEAL]
APPROVED AS TO
FORM & LANGUAGE
& F0)R ECU T ION
Ci torney Date
MIAMI 2367748.4 7829330796
;,,.
,
AMERICAN LAND TITLE ASSOCIATION .
OWNER'S POLICY (10- 17 -92)
(WITH FLORIDA MODIFICATIONS
Policy N oe 721 0609 3481
CH1CAG0 T IT LE I NSUR A NCE C M. AN
SUBJECT TO THE EXCLUSIONS FROM' COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONTAINED IN SCHEDULE B AND THE. CONDITIONS AND STIPULATIONS, CHICAGO TITLE
INSURANCE COMPANY, a Missouri- corporation, herein called the Company, insures, as of Date' of Policy shown
in Schedule A, against loss or damage, not.exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the, insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;" -
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of-the title;
4. Lack of a right of access to and from the land.
The "Company will also pay the costs,. attorneys' ,fees and.expenses incurred in defense of the title as insured, but
only to'the*extent provided in the Conditions and Stipulations.
In Witness Whereof, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as
of the Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized
signatory.
CHICAGO TITLE INSURANCE COMPANY
B,,
,NSU
TEwCARDENAS, LIP.
R r� President
oUR SEASONS TOWER 15 FLOOR ATTEST:
NUE
MIAM, FLORIDA :5
Secretary
Reorder Form No. 8218 (Reprinted 10 /00) Al-TA Owner's Policy (10- 17 -92)
(with Florida Modifications)
EXCLUSIONS FROM COVERAGE
The following matters am expressly excluded from the coverage of this policy and the Company will not pap lose or.'
damage, costs, attorneys' fees or expenses which arise by reason of: '
1. (a) Any lave, ordinance or governmental regulation .(Including but not limited to building and zoning lams,
ordinances, or regulations) restricting, regulating, prohibiting or relating to (1) tare . occupancy, ease, or
enjoyment of the land; (11) the character, dimensions or location of any improvement- now or hereafter
_ erected on the land; (Ili) a separation in ownership or a change in the dimensions or ame of the land or any
parcel of which the land is or was a part; or (Iv) environmental protection, or the effect. of any violation of
these laws, ordinances or governmental regulations; except to the extent that a notice of the enforcement
thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting
the land has been recorded in the public records at Data of Policy.
(b) Any governmental police poser not excluded by (a) above, except to the extent that a notice of the exercise
thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting that
land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at Date of
Policy, but not excluding from coverage any taking which has occurred prior to Date of. Policy which would be
binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the Insured
claimant and not disclosed in writing to the Company by the insured. claimant prior to the date the insured-'r
claimant became an insured under this policy;
(c) resulting, In no loss or damage to the insured claimant;
(d) . attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not'have been sustained if the Insured claimant had paid value for
the estate or interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by
reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws,'that is based on:
(1) the transaction creating the estate or Interest insured'by this policy being deemed a fraudulent conveyance
or fraudulent transfer; or
(i1) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer
except where the preferential transfer results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
5d 3
s OWNER'S POLICY
SCHEDULE A
OFFICE FILE NUMBER POLICY NUMBER DATE OF POLICY AMOUNT OF INSURANCE
1 79496 -006 2 7210609 - 348176 3 December 17, 2010 4 $23,602,000.00
12:42 p.m.
1. Name of Insured:
City of Miami Beach, a municipal corporation
2. The estate or interest in the land described herein and which is covered by this policy is:
Fee Simple
3. The estate or interest referred to herein is at Date of Policy vested in the insured.
As evidenced by that certain Special Warranty Deed. dated March 31, 2009 recorded April 3,
2009, in Official Records Book 26815, Page 3653, Public Records of Miami -Dade County,
Florida.
4. The land herein described is encumbered by the following mortgage or trust deed, and
assignments:
None
5. The land referred to in this policy is described as follows:
City Unit in Purdy Avenue Commercial Condominium, according to the ' Declaration of
Condominium thereof, recorded ' in Official Records Book ,26815 at Page 3667, of the
Public Record. of Miami -Dade County, Florida.
This Policy valid only il' Schedule B is attached.
525370.1
.. t
y 4
y
f L
y t
OWNER'S POLICY
SCHIED.ULE B
Policy Number: 7210609 - 348176
This policy does not insure against loss or damage (and the Company will not pay costs,
attorneys' fees or expenses) which arise by reason of:
Special Exceptions:
1. Taxes and assessments for the year 2011 and subsequent years.
2. Matters set forth on the plat of ALTON BEACH REALTY COMPANY'S PLAT OF
ISLAND VIEW SUBDIVISION, as recorded in Plat Book 6, Page 1 l5.
3. Matters set forth on the plat of ISLAND VIEW ADDITION, as recorded in Plat Book 9
Page 144:
4. Order of the. City of Miami -Beach Design Review Board. recorded in Official Records
Book 26626, Page 2828.
5.- Terms and conditions set forth in that certain Conditional Use Permit recorded December.
2, 2008 in Official Records Book 26669, Page 2501.
NOTE: Division of Land /Lot Split Final Order recorded December 2, 2 in Official
Records Book 26669, Page 2498.
6. Sketch of Survey made by Fortin, Leavy, Skiles, Inc. dated March" 17, 2009, Job No
090217 discloses the following:
A. Possible unrecorded utility rights evidenced by light pole and drop pole.
B. Encroachment of building overhang onto Lot 2, Block 14A.
-2
525370 I.DOC
525370.1
1
��WNE� -� POLICY
SCHEDULE B
Policy Number:. 7210609 - 348176
7. All the covenants, conditions,. restrictions, easements, assessments and possible liens,
terms and other provisions of Declaration of Condominium of PURDY AVENUE
COMMERCIAL CONDOMINIUM and Exhibits thereto, recorded in Official.. Records
Book 2681, Page 3667, of the Publ Records of Miami -Dade County, `Florida, and-as
further amended, including, but not limited to one or mare of the following: provisions
for private charges or assessments; liens for- liquidated damages;- and %or *option, right of
first. refusal or prior approval of a future purchaser or, occupant.
8. The rights of tenants, as tenants only.
9 Liability under this Policy is presently 'limited to the value of the land, but will increase.in
direct proportion to the actual cost of -improvements erected thereon .and fully paid for.
Liability under this Policy shall- never `exceed the face amount of this Policy: The
effective date of this Policy will not change and.will be as stated in Schedule A as are all
other matters.
NOTE: All of the recording information contained herein refers to the Public Records of
Miami -Dade County, Florida, unless otherwise indicated.
TEW CARDENAS LLP
Bria ague IKA
_
. 525370 1.DOC
525370.1
i
FLORIDA FORM 8.1 ENVIRONMENTAL LIEN'
ENDORSEMENT
Attached 'to and forming a part of Policy No. 7210609 - 348176
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Company insures the Insured against loss or damage sustained by reason of the - lack of
priority of the lien of the insured mortgage .over:
(a) any environmental protection lien which; at Date of Policy, is recorded in those records
established under state statutes at Date of Policy for the purpose of imparting constructive
notice of matters .relating to real property to purchasers for value and without.knowledge,
or filed in the records of the clerk of the United States district court for the-district in
which the land is located, except as set forth, if at all, in Schedule B; or
(b) any environmental protection lien provided for by any state statute in effect at Date of
Policy, except environmental protection liens provided for by the following state
statute(s):
This Endorsement is made a part of the policy and is subject to all of.the terms and provision
thereof and of any prior endorsements thereto. 'Except to the extent expressly stated, it neither
modifies any of the terms and provisions of the policy and any prior endorsements, nor does it
extend the effective -date of the policy and any.prior endorsements, nor ,does it increase the face
amount of insurance.
DATED: December 17, 201 t:,Hl N'30 TITLE INSURNN. =E CC1'viF'HN`r'
1
CHICAGO "TITLE INSURANCE COMPANY
- S ✓ t �; Jr'f
ALIthorized Signatoiy
Note: This endorsement shall not be valid or binding .
s
-until signed by an authorized signatoq.
ENDORSEMENT
Attached to Policy No.
7210609-348176
Issued by
CHICAGO TITLE INSURANCE COMPANY
The Company insures the insured against loss or damage sustained by reason of:
(1) The failure of the, unit identified in Schedule A and its cdmmon- elements to be part of•a condominium within the
meaning,of the condominium statutes of the jurisdiction in which the unit and its common elements.are located. .
(2) The failure of the documents required by the condominium statutes to comply with the requirements of said statutes to
the extent that such failure affects the title to_the' unit and its common elements.
(3) Present violations. of any restrictive covenants which restrict the use of 4he unit and its common elements and which are
contained in the condominium documents. The restrictive covenants do not contain any provisions. which, will cause, a
forfeiture or reversion of title.
(4) The priority of any lien for charges and assessments provided for in the condominium statutes and condominium
documents over the lien of any insured mortgage identified in Schedule A.
(5) The failure of the unit and its common elements to be entitled by law.to be assessed for teal property taxes as a separate
parcel.
(6) Any obligation to remove any improvements which exist at Date of Policy because of any present encroachment or
because of any future unintentional encroachment of the common elements upon any unit or of any unit upon the
common elements or another unit.
(7) The failure of title by reason of a right of first refusal to purchase the unit and its common elements which was exercised
or could have been exercised at Date of Policy.
This endorsement is made a part of the policy and is subject, to all of the terms and provisions thereof and of any prior
endorsements thereto. Except to the extent expressly stated', it neither modifies any of the terns and provisions of the policy and
any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the
face amount thereof.
DATED: December 17, 2910
CHICAGO TITLE INSURANCE COMPANY CHICAGO TITLE INSURANCE COMPANY
ay
14 11tS8�� �4 President
Auth sized Sianatoi `'' .1
b y COPOgat ® attest
Note. This endorsement shall not be' valid or binding .
until signed b) an authorized st'gnatoi);
Secretary
ALTA Endorsement Form 4 -Condominium. 1987
. CLTA Form 1 l 5.1 (3/ 13/87)
.(Condominium) (6/1/87)
CONDITIONS AND STIPULATIONS
11. DEMOTION OFT ERPAS (c) Whenever the Company shall have brought an action or Interposed a
The following terms when used in this policy mean: defense as required or permitted by provisions o f this poll the this Com
(a) "Insured ": the insured named in Schedule A, and, subject to any rights, may pursue any litigation to final determination by a court of competent jurls-
or defenses the Company mould have had- against the named insured, those diction and expressly reserves the right, in its sole discretion; to al from
who succeed the interest of the named insured by operation of law as any adverse judgment or order:
distinguished from purchase including, but not limited to heirs, distributees, (d) In all cases where this policy permits or requires the Company to
dev isess, survivors; personal representatives, next of kin, or corporate or cute or provide for the defense of any action or proceeding, the insured shall
fiduciary successors. secure to the Company the right to so prosecute or provide defense in the
(b) "insured claimant ": an insured claiming loss or damage. action or proceeding, and all appeals therein, and permit the Company to
(c) "knowledge!" or "known ": actual knowledge, not constructive knowl- use, at its option, the name of the insured for this p pu Whenever
edge or notice which may be imputed to an insured by reason of the public requested by the Company, the insu ,.at the.Cornpany s expense, shall give
records as defined in this policy or any records which impart construc= the Company all reasonable aid () in. any action or proceed securing
tive notice of matters affecting the land.' evidence,. obtaining witnesses, prosecuting or defending the action or pro -
(d) "land ": the land described or referred to in Schedule �, and improve- ceeding, or effecting settlement, and (ii) in any other lawful act which in the
opinion of the Company may be necessary or desirable to:establish the title to
ments affixed thereto which by law constitute real property. The term lend the estate or interest as insured. If the Company is prejudice by the failure of
does, not include anyy, property beyond the lines of the area described or the insured to furnish the required cooperation; the Company's obligations to
referred to in Schedule A, nor any right, title, interest, estate or easement in the insured under the policy shall terminate, including any liability or obliga-
utting streets, roads, avenues, alleys, lanes, ways or waterways, but noth- tion to defend, prosecute, or continue any litigation, with regard to the matter
ing herein shall modify or limit the extent to which a right of access to and. from or matters requiring such cooperation.
the land is insured by this policy.
(e) "mortgage": mortgage, deed of trust, trust deed, or other security S. PROOF OF LOSS OR DAMAGE
instrument. In addition to and after the notices required under Section 3 of these Condi-
ft"public records ": records established under state statutes at Cate of tions and Stipulations have been provided the Company, a proof of loss or
Policy for the purpose of imparting constructive notice of matters relating to damage signed and sworn to by the insured claimant shall be furnished to the
real property to purchasers for value and without knowledge. With respect to Company within 90 days after the insured claimant shall ascertain the facts
Section 1(aMiv) of the Exclusions From` Coverage, "public records" shall also giving rise to the loss or damage. The proof of loss or damage shall describe
include environmental protection liens. filed in the records of the clerk'of the the defect in, or lien or encumbrance on the title, or other matter insured
United States district court for the district in which the land is located. against by this policy which constitutes the basis of loss or damage and shall
(g) "unmarketability of the title ": an alleged or apparent matter affecting state, to the extent passible, the basis of calculating the amount of the loss or
the title to the land, not excluded or excepted from coverage, which would damage. if the Company is prejudiced by the failure of the insured claimant to
entitle` a purchaser of the estate or interest described in Schedule A to be provide the required proof of loss or damage, the Company's obligations to
released from the obligation to purchase by virtue of a contractual condition the insured under the policy shall terminate, including any liability or oblige-
requiring the delivery of marketable title. Lion to defend, prosecute, or continue any litigation, with regard to the matter
or matters requiring such proof of loss or damage.
2. CONTINUATION OF INSURANCE AFTER COidVEYANCE OF TITLE In addition, the insured claimant may nably be required to submit to
The coverage of this policy shall continue in force as of Cate of Policy in examination* under oath by any authorized representative of the Company
favor of an insured only so long as the insured retains an estate or interest in and shall produce for examination, inspection and copying, at such ream- ,
the land, or holds an indebtedness secured by a purchase money mortgage able times and places as may be designated by any authorized representative
given by a purchaser from the insured, or only so long as the insured shall of the Company, all records, books, ledge rs,- checks, correspondence and
have liability by reason of covenants of warranty made by the. insured in any memoranda, whether bearing a date before or after Date of Policy, which
transfer or conveyance of the estate or interest. This policy shall not continue reasonably pertain to the loss or damage. Further, if requested by any author-
in force in favor of any purchaser from the insured of either (i) an estate or ized representative of the Company, the insured claimant shall grant its per
interest in the land, or (ii) an indebtedness secured by a purchase money mission, in writing, for any authorized representative of the Company to exam-
mortgage given to the. insured. ine, inspect and copy all records, books, ledgers, checks, correspondence
3. NOTICE ®F CLAIM TO BE GIVEN BY INSURED CLAIMANT and memoranda in the custody or control of a third party, which reasonably
pertain to the loss or damage. All information designated as confidential by
The insured shall notify the Company promptly in writing (I) in case of any the insured claimant provided to th Company pursuant to this Section shall
litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to not be disclosed to others unless, in the reasonable judgment of the Com-
an insured hereunder of any claim of title or interest which is adverse to the pany, it is necessary in the administration of the claim. Failure of the insured
title to the estate. or interest, as insured, and which might cause Boss or dam- claimant to submit for examination under oath, produce other reasonably
age for which the Company may be liable by virtue of this policy, or (iii) if title to requested information or grant permission to secure reasonably necessary
the estate or interest, as insured, is rejected as unmarketable. If prompt notice information from third parties as required in this paragraph shall terminate any
shall not be given to the Company, then as to the insured all liability of the .liability of the Company under this policy as to that claim.
Company shall terminate with regard to the matter or matters for which prompt
notice is required; provided, however, that failure to notify the Company shall 6. OPTIONS TO PAY OR OTHER ISE'SETTLE CLAIMS; TERMINATION
in no case prejudice the rights of any insured under this policy unless the OF LiABILITY
Company shall be prejudiced by failure and then only to the extent of the In case of a claim under this policy, the Company shall have the following
prejudice. additional options:
4. DEFENSE AND PROSECUTION �F ACTIONS; DUTY OF INSURED
To or Tender Payment of cent of Inaurari .
CLAIMANT TO COOPERATE To pay or tender payment of the amount of 'insurance under this policy
together with any costs, attorneys' fees
(a). Upon written request by the insured and subject to the options con- and expenses incurred by the insured
claimant, which were authorized by the Company, up to the time of payment or
tamed in Section 6 of these Conditions and Stipulations, the Company, at its c
ow cost and without - unreasonable delay, shall provide for the defense of an,
tender of payment and which the company is obligated to pay:
insured in litigation in which any third party asserts a claim adverse to the title Upon the exercise by the Company of this option, all liability and obligations
or interest as insured, but only as to those stated causes of action alleging a to the insured under this policy, other than to make the payment required, shall
defect, lien or encumbrance or other matter insured against by this policy. The terminate, including any liability or obligation -to defend, prosecute, or con-
Company shall have the right to select counsel of its choice (subject to the a ncel t litigation, and the policy shall b® surrendered to the Company for
c
right of the insured to object for reasonable cause) to represent the insured as cancellation.
to those - stated causes of action and shall not be liable for and will not pay the (b) To Pay or Otheiiwlse Sdttle With Partles Other then the Insumd or
fees of any other counsel. The Company will not pay any fees, . costs or With the Insured Claimant.
expenses incurred by the insured in the defense of those causes of action (I) to pay or otherwise settle with other parties for or in the name of an
which allege matters not insured against by this policy. insured claimant any claim insured against under this policy, together with any
(b) The Company shall have the right,. at its own cost, to institute and c usts, attorneys' fees and expenses incurred by the insured claimant which.
prosecute'anyaction or proceeding or to do any other act which in its opinion were authorized by the Company up to the time of payment and which the
may necessary or desirable to establish the title to the estate or interest, as Company i obligated to pay; or
insured, or to prevent or reduce loss or damage to the insured. The Company (H) to pay or otherwise settle with the insured claimant the loss or damos
may take any appropriate action under the terms of this policy, whether or not provided for under this policy, together with any costs, attorneys' fees and
it shall be liable hereunder, and shall not thereby concede liability or waive any expenses incurred by the insured claimant which were authorized by the
provision of this policy. If the Company shall exercise its rights under this Company up to the time of payment and which the Company is obligated to
para graph; it shall do so diligently. lay
Upon the exercise by the Company of either of the options provided for in policy, all right of subrogation shall vest in the Company unaffected by any act
paragraphs (bMi) or (ii), the Company's obligations to the insured under this of the insured claimant.
policy for the claimed loss or damage, other than the payments required to be The Company shall be subrogated to and be entitled to all rights and
made, shall terminate, including any liability or obligation to defend, prose remedies which the Insured claimant would have had against any person or
cute or continue any litigation. property in respect to the claim had this policy not been issued. If requested by
7 DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE the Company, the insured claimant shall transfer to the Company all rights
This policy is a `contract of indemnity against actual monetary loss or dam- and remedies against any person or. property necessary in order to perfect
age sustained or incurred by the insured claimant. who has suffered loss or this right of subrogation. The insured claimant shall permit the Company to
damage by reason of matters insured against by this policy and only to the sue, compromise or settle the name of the insured claimant and to use the
extent herein, described. name of the insured claimant in any transaction or litigation involving these
(a)' The liability of the Company under this policy shall not exceed the least rights or remedies.
of: If a payment on account of a claim does not fully cover the loss of the
(i) the Amount of Insurance stated in Schedule A; or, insured claimant, the Company shall be subrogated to these rights and-reme-
(ii) the. difference between the value of the insured estate or interest as dies in the proportion which the Company's : payment bears to the whole
insured and the value of the insured estate or interest subject to the defect, amount of the loss.
lien or encumbrance'insured againstby this policy. - If Joss should result from any act of the insured claimant; as stated above,
(b) This paragraph removed-in #lorida policies. that act shall not void this policy, but the Company, in that event, shall be
'(c) The Company will pay only those costs, attorneys' fees and expenses required to pay only that part of any losses insured against by this policy which
incurred'in accordance with Section 4 of these Conditions and Stipulations. shall exceed the amount, if any, lost t6the Company by reason of the impair-
S. APPORTIONMENT by theinsured claimant of the Company's right of subrogation.
If the land described in Schedule A consists of two or more parcels which (b) The Company's Rsghis Agasnst Non- ensured Obligors.
are not used as a single site, -and a loss is established . affecting one or. more of The Company's right of subrogation against non- insured obligors .shall..
exist and shall include, without limitation, the
the parcels but not all, the loss shall be computed and settled on a pro rata rights of the insured to indem- .
basis as if the amount of insurance under this policy was divided pro rata as to nities, guaranties, other policies of insurance bonds, notwithstanding any
the value on Date of Policy of each separate'parcei to the whole, exclusive of terms contained in those instruments which provide for subroga
any improvements made subsequent to Date of Policy, unless a liability or tion rights by reason of this policy:
- vatuehas otherwise been agreed upon as to each parcel by the Company and
the insured at the time of the issuance of this policy and shown by an express 14 •. ARBITRATION
statement or by an endorsement attached to this policy. Unless prohibited•by applicable law, arbitration pursuant to the Title
�. LIMITATION OF LIABILITY be Arbitration Rules of the American Arbitration Association may
be dermanded - if agreed to by both the Company and the insured. Arbitra-
(a) If Company establishes the title, or removes the alleged defect, lien ble matters may include; but are not limited to, any controversy or claim
or encumbrance, or cures the lack of a right of access to or from.the land, or between the Company and the insured arising out of or relating to the
.cures the claim of unmarketability of title, all as insured, in a reasonably policy, any service of the Company in connection with 6ts issuance or the
diligent manner by any method, including litigation and the completion of any breach of a' policy provision or other obligation. Arbitration pursuant' to
appeals therefrom, it shall have fully performed its obligations with respect to this policy and under the Rules in effect on the date the demand for -
that matter and shall not be liable for any loss or damage caused thereby. arbitration is made or; at the option of the insured, the Rules in effect at
(b) lathe event of any litigation, including litigation by the Company or with Bate of Policy shall be binding upon the parties. The award may include
the Company's consent, the Company shall have no liability for loss or dam- attorneys' fees only if the laws of the state in which the land is located
age until there has been a final determination by a court of competent jurisdic- permit a court to award attorneys' fees to a. prevailin party. Ju dgement
tion, and disposition of all appeals therefrom, adverse to the title as insured. upon the award rendered by the Arbitrator(s) may be entered_ in any court
(c) The,Company shall not be liable for loss or damage to any insured for having jurisdiction thereof.
liability voluntarily assumed bythe insured in settling any claim or suit without The law of the situs of the land shall apply to an arbitration under the Title
the prior written consent of the Company. •Insurance Arbitration Rules.
i0. REDUCTION OF-IN . SURANCE; REDUCTION OR TERMINATION OF A copy of the Rules maybe obtained from the Company upon request.
LIABILITY
All payments under this policy, except payments made for costs; attorneys' 15. LIABILITY IMITED TO THIS PO POLICY ENTIRE CONTRACT
fees and expenses, shall reduce the amount of the insurance pro tanto. (a) This policy together with all endorsements, if any, attached hereto by the
11. LIABILITY NONCUMULATIVt Company is the entire policy and contract between the insured and the Com-
It is expressly understood Ghat the amount of insurance under this policy pany. In interpreting any provision of this policy, this policy shall be construed
shall be reduced by any amount the Company may pay under any policy as a whole.
-insuring a mortgage to which exception is taken in Schedule B or to which the (b) Any claim of loss or damage, whether or not based on negligence, and
insured has agreed, assumed, or taken subject, or which is hereafter exe- which arises out of the status of -the title to the estate or interest covered
duted by an insured and which is a charge or ,lien on the estate or interest. hereby or by any action asserting such claim, shall be restricted to this policy.
described or referred to in Schedule A, and the amount so paid shall be (c) No amendment of or endorsement to this policy can be made except by
deemed a payment under this policy to the insured owner. a writing endorsed hereon or attached hereto signed by either the President, a
12 PAYMENT �F LOSS Vice President, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory, of the Company.
'(a) No payment shall be made.without producing this policy for endorse -
ment of the payment unless the policy has been lost or destroyed, in which 16 SEtfERAI3lLITY
case proof of loss or destruction shall be furnished to the satisfaction of the In the event any provision of the policy .is held invalid or unenforceable
Company. under applicable law, the policy shall be deemed not to include that provision
(b).When liability and the extent of loss or damage has been definitely fixed and all other provisions shall remain in full force and effect.
in °accordance'With these Conditions and Stipulations, the foss or damage.
shall Pe payable within 30 days thereaftec 17. NOTICES, �IHERE SENT
13. SUBROGATION UPON PAYMENT OR SETTLEMENT All notices required to be given the Company and any statement in writing
(a) The Company's Right of Subrogation. required to be furnished the Company shall include the number of this policy
Whenever the Company shall have settled and paid a claim under this and shall be addressed to the Company at the issuing office or to:
Chicago Title insurance Company, -- Claims Department
171 North Clam. Street ® Chicago, Illinlos 50601 -3294 `
In Florida Call 1-600 -583 -2020