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96-21893 RESO ~ > PZ~ Cl~ [;J~ f-~ ;z: Cl '" ..... tjPZ ~ ~ ;z: 0 ' Qr:::g ~ Z:i'~,.g ~ ~ ~ ~'~ ~ W-l ~,~ o C:C'n E U ~ g '(j g -< .. ~ r--:;:::O:; .9- -.-:;f-.1: u. o ~ W..I ::r:: u ~~ -<r:o::: c...U-l ......J WU E-<>- ~f- W..IU o:l o ~ ~ en ..... c::l r----. ~ -::r- o ~ ~ l~ - -- ~ \S C) \l ~ ] ~ ~1 ij~tz <t ~ ~ ~~ ~ cf~" :r -r ~ ,\l -5 (\ ~ ~:5.(1- G 'j ~~.'j, U ~ I~ ~ RESOLUTION NO. 96-21893 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT TO PURCHASE REAL ESTATE BETWEEN THE CITY AND PUBLIX SUPERMARKETS, INC. FOR THE SALE OF THE CITY-OWNED PROPERTY LOCATED AT 1920 WEST AVENUE AND 1923 BAY ROAD, FOR DEVELOPMENT OF A PUBLIX GROCERY SUPERMARKET, PURSUANT TO THE TERMS AND CONDITIONS OF RFP NO. 139-94/95; FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE ANY AND ALL NECESSARY CLOSING DOCUMENTS SUBJECT TO REVIEW OF SAME BY THE ADMINISTRATION AND CITY ATTORNEY'S OFFICE. WHEREAS, in response to the need expressed by the Miami Beach community for a new, first-rate supermarket that would serve the residents and visitors to the City, the Mayor and City Commission have deemed that a public purpose exists, and that the public interest would be served in the City's purchase and development of a new supermarket in the South Beach area; and WHEREAS, on November 2, 1994, the Mayor and City Commission approved Resolution No. 94-21397, authorizing the Mayor and City Clerk to execute a Purchase and Sale Agreement between the City and Florida Power and Light Company (FPL) for purchase of an FPL-owned site located at 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida (Subject Property) in the amount of$I,500,000.00, such property to be used for the development of a new supermarket which would serve the needs of the residents and visitors to the City; and WHEREAS, in conjunction with the City's purchase of the Subject Property, the Mayor and City Commission approved Request for Proposal 139-94/95, to submit proposals for the purchase or lease of the Subject Property, for the purpose of building and operating a full service supermarket facility, including required parking; and WHEREAS, at its regular meeting on November 22, 1995, the Mayor and City Commission accepted the recommendation of the selection committee convened on November 17, 1995 and selected the proposal submitted by Public Supermarkets, Inc. (Publix); and WHEREAS, pursuant to its negotiations with Publix, the Administration and City Attorney's Office has negotiated the attached Agreement to Purchase Real Estate, wherein Publix proposes to purchase, and the City desires to sell the Subject Property for the sum of $2.4 million, such property to be used for the construction and operation of a Publix Grocery supermarket containing approximately 47,955 square feet. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission herein authorize the Mayor and City Clerk to execute the attached Agreement to Purchase Real Estate between the City and Publix Supermarkets, Inc. for the sale of the City-owned property located at 1920 West Avenue and 1923 Bay Road to Publix, for development of a Publix Grocery supermarket, pursuant to the terms and conditions of RFP No. 139-94/95; and further authorizing the Mayor and City Clerk to execute any and all necessary closing documents subject to review of same by the Administration and City Attorney's Office. PASSED AND ADOPTED this20thday of ATTEST: J<o~~ r~ CITY CLERK i (.)r:'r ~' "t~~ ~" C:\ WPWIN60\ WPDOCS\RESOLUTN\PUBLIX,PUR l3W 4Ji4:...'. Dy , Date J/I J I ~_._. CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 COMMISSION MEMORANDUM NO. 33- q l.o TO: Mayor Seymour Gelber and Members of the City Commission DATE: February 20, 1996 FROM: Jose Garcia_pedro:la City Manager A RESOLUTIO AUTHORIZING THE EXECUTION OF AN AGREEMENI' TO PURCHASE REAL ESTATE BETWEEN THE CITY AND PUBLIX SUPER MARKETS, INC., FOR THE SALE OF THE CITY-OWNED PROPERTY LOCATED AT 1920 WEST AVENUE AND 1923 BAY ROAD, FOR DEVELOPMENT OF A PUBLIX GROCERY SUPER MARKET. SUBJECT: ADMINISTRATION RECOMMENDATION: Approve the resolution. BACKGROUND: A need was expressed by the residents of Miami Beach for a new, first-rate super market that would serve the community and visitors to the City. On November 2, 1994, the Mayor and Ci ty Commission approved Resolution No. 94-21397, authorizing the execution of a Purchase and Sale Agreement between the City and Florida Power and Light Company (FPL)for purchase of the FPL owned site located at 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida. The Ci ty purchased this property in order for it to be used for the development of a new super market. Request for Proposal No. 139-94/95 was developed to acquire proposals for the purchase or lease of the above-mentioned property si tes for the purpose of building and operating a full service super market, and to include required parking. A selection committee was formed to review and select the awarded proposal. Continued AGENDA ITEM R1A 2-2D~ DATE COMMISSION MEMORANDUM PAGE TWO FEBRUARY 20, 1996 On November 22, 1995, the Mayor and City Commission accepted the recommendation of the selection committee to award Publix Super Markets, Inc. wi th the super market proj ect. ANALYSIS: The Administration and City Attorney's Office entered into negotiations with Publix for the purpose of Publix purchasing the above-mentioned property sites. Publix proposes to purchase from the Ci ty the property si tes for the sum of $2.4 million. This property is to be used for the construction and operation of a Publix Super Market containing approximately 47,955 square feet The following are highlights of the attached Agreement: D Publix agrees to increase the $25,000 earnest deposit held by the City to $50,000 at the termination inspection period. already of its D The closing is expected to take place within 30 days after publix has obtained the Building Permit to build the Super Market. D Publix is currently concluding its environmental assessments on the property using the environmental consultant that the City originally used when the property was purchased from FPL. D The Ci ty has requested that it be granted right of first refusal on the property owned by Publix at Dade Boulevard and Michigan Avenue so as to assure that the store be continued to be operated as a full-service super market. CONCLUSION: Approve the resolution and execute the Agreement. JGP :MDB: lcd Attachments F:CMGR:ALL$.COMMEMO,96,PVBLIXSA,PRP AGREEMENT TO PURCHASE REAL ESTATE / iJ I!; THIS AGREEMENT made this ~day of between: , 1996, by and SELLER: CITY OF MIAMI BEACH, a Municipal corporation 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: BUYER: PUBLIX SUPER MARKETS, INC. Post Office Box 407 Lake1and, Florida 33802-0407 ESCROW AGENT: THERREL BAISDEN & MEYER WEISS 1111 Lincoln Road, Suite 500 Miami Beach, Florida 33139 WITNESSETH: WHEREAS, Seller has title to certain real property located in Miami Beach, Dade County, Florida, consisting of approximately acres, more or less, exclusive of jurisdictional wetlands and flood zone, being situate at 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida, as is more particularly described in Exhibit "A" attached hereto and made a part hereof (hereinafter the "Real Property"); and WHEREAS, Seller desires to sell and Buyer desires to buy the Real Property under terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual recitals, the mutual covenants and agreements set forth herein and good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: I DEFINITIONS 1. As used in this Agreement, the following terms shall have the following meanings: 1.01 "Agreement" means this Agreement to Purchase Real Estate as it may be amended from time to time. 1.02 "Buver's Intended Use" means the construction and operation upon a portion of the Real Property of a Publix grocery supermarket, containing approximately 47,955 square feet, and built THERREL BAISDEN' 8: MEYER WEISS pursuant to plans which are acceptable to Buyer in its sole and absolute discretion. 1.03 "Closing" means the execution and delivery of those documents and funds necessary to transfer fee simple title to the Subject Property to the Buyer in accordance with the terms of the Purchase Contract. 1.04 "Effective Date" means the last date on which Seller and Buyer have both executed this Agreement. 1.05 "Subiect Pro-pertv" means: (a) The Real Property, including but not limited to, all tenements, hereditaments, easements, rights-of-way, appurtenances, passages, water rights, drainage rights, and any and all other rights, liberties and privileges thereon or in any way now or hereafter appertaining, and including all right, title and interest of the Seller in and to all rights-of-way, easements, public and private streets, roads, avenues, alleys, passageways and water rights (including any of the foregoing lying in any road beds), in front of or abutting the Real Property or any portion thereof; and (b) All of Seller's right, title and interest in, to and under any and all site plans, surveys, engineering soil reports and studies, licenses, permi ts , approvals, sewer permits, utili ty permits, drainage permits, rights and agreements and similar or equivalent private and governmental documents or every kind and character whatsoever pertaining to applicable to or in any way connected with the Real Property and all right, title and interest of Seller in and to all fees and deposits heretofore either paid by Seller or by any other party to which Seller has any right, title or interest, with respect thereto; and ( c) To the extent Buyer, in Buyer's sole discretion, elects to assume the same, all right, title and interest of the Seller with respect to any contracts, licenses and other agreements relating to the Subject Property. 1.06 "Title Insurance" means preliminary reports of title, title insurance commitments and policies issued by Attorneys Title Insurance Company or Chicago Title Insurance Company (the "Title Insurance Company"). II PURCHASE PRICE AND TERMS 2.01 Purchase Price. The purchase price for the Subject Property is Two Million Four Hundred Thousand Dollars ($2,400,000.00), subject to prorations and credits herein provided for. The purchase price shall be paid by cashier's check or wire -2- THERREL BAISDEN & MEYER WEISS transfer at closing, At closing, the Earnest Money Deposit provided for in Paragraphs 2.02(a) and (b) below shall be delivered to Seller and shall be a credit against the purchase price. 2.02 Earnest Monev Deposit. (a) Buyer is purchasing the Subject Property as a result of RFP No. 139-94/95 'issued by the City of Miami Beach (the "RFP"). In connection with the RFP, Buyer deposited Twenty-Five Thousand Dollars ($25,000.00) with Seller. Said $25,000.00 is being held by Seller, subject to the terms hereof, and is to be disposed of in the same manner as the balance of the Earnest Money Deposit provided for in paragraph 2.02(b) below. (b) On or before ten (10) days after termination of the Inspection Period provided for in Paragraph X below, Buyer shall deposit with Therrel Baisden & Meyer Weiss, as Escrow Agent, the sum of Twenty-Five Thousand Dollars ($25,000.00) as an additional deposit, which shall be considered part of the Earnest Money Deposit hereunder. III TITLE INSURANCE 3.01 Title Insurance. (a) Within thirty (30) days after the Effective Date, Buyer shall, at Buyer's expense, obtain a title insurance commitment (the "Commitment") committing the Title Insurance Company to insure Buyer's title to the Subject Property, together with copies of all documents listed in the Commitment as exceptions or matters required to be corrected prior to Closing. The Commitment and resulting title insurance policy (the "Policy") shall be in the amount of the Purchase, Price. All costs of the Commitment and Policy shall be paid by Buyer. The Commitment and resul ting Policy shall be an ALTA standard form as currently authorized and approved by the laws of the State of Florida. There shall be no exceptions to the Commi tment or Policy except ad valorem taxes for the year of Closing and subsequent years, and such other matters as are acceptable to Buyer, none of which shall prevent or impede the development and use of the Subject Property for Buyer's Intended Use. The Policy shall insure marketable title in Buyer. The Commitment shall be delivered to Buyer's attorney, unless Buyer directs otherwise. Buyer or Buyer's attorney shall give written notice to the Seller of any objections by the Buyer to the title. The Buyer shall not be required to make objection to the existence of any mortgage lien, materialmen or mechanic's lien, assessment lien or any other lien encumbering all or any part of the Subject Property, all of which are hereby deemed to be title objections. After due notice, Seller shall have a reasonable time, -3- THERREL BA.ISDEN Be MEYER WEISS not to exceed thirty (30) days, to cure any title defect, and, if necessary, the Closing shall be delayed for that period. Provided, however, notwithstanding anything in this Agreement to the contrary, Seller shall have such additional time to cure any such title defect only if Seller obtains from the Buyer a written extension of the Closing under the Purchase Contract, which extended date, time and place of Closing shall be identical with the date, time and place of the Closing under this Agreement. In the event Seller fails to obtain such written extension within ten (10) days after receipt of Buyer's objections to title, then Buyer shall have the option to terminate this Agreement and be repaid all Earnest Money Deposits. In addition, if Seller fails to cure any title defect as to which due notice has been given, Buyer shall have the option to terminate this Agreement and to notify Seller that Buyer will not accept the Contract, whereupon this Agreement shall terminate and the Buyer shall be repaid all Earnest Money Deposits. In the event Buyer terminates this Agreement, Buyer shall bear all Title Insurance charges. In the alternative, Buyer shall have the right to accept the title in its then existing condition and proceed to Closing as otherwise provided herein. Seller agrees to use Seller's best efforts, in good faith to cure all title defects. Should the estimated cost to cure said title defect exceed a sum which is equal to one percent (1%) of the purchase price as stated in Paragraph 2, Seller may elect to terminate this Contract and neither party shall have any further obligations hereunder. Notwithstanding the aforestated, Seller shall have no obligation to file any lawsuits to cure any title objections raised by Buyer, (b) Within two (2) days prior to the Date of Closing, Seller shall cause to be delivered to Buyer's attorney a written endorsement (the "Endorsement") to the Commitment. The Endorsement ~hall revise the Effective Date of the Commitment to a date not earlier than five (5) days prior to the date of Closing. If the Endorsement shows any new exceptions to title, Buyer shall have until Closing to object thereto and in the event of objection, the preceding terms of Article 3.01 shall apply. The Commitment must be endorsed at Closing to eliminate all standard exceptions and to provide that the Policy will insure against adverse matters arising between the Effective Date of the Commitment and the recording of the deed conveying fee simple title to Buyer. (c) Buyer shall cause the Title Insurance Company to issue such endorsements to the Commitment and Policy as shall be required by Buyer. 3.02 Affidavits. At Closing, Seller shall provide Buyer with an Owner's Affidavit and such additional documentation as is required in such form as is necessary to enable the Title Insurance Company issuing said Commitment to remove the mechanic's lien and parties in possession exceptions thereto, which affidavit shall (i) run to the benefit of the Buyer and said Title Insurance Company, -4- THERREL B.AISDEN Be MEYER WEISS ( ii) be in form and content acceptable to Buyer and the Title Insurance Company and (iii) contain without limitation the following information: (a) That there are no outstanding unrecorded contracts for sale, options, leases or other arrangements with respect to the Subject Property with any person other than Buyer. (b) That the Subject Property is being conveyed unencumbered except for the Permitted Exceptions. (c) That no construction or repairs have been made by Seller, nor any work done to or on the Subject Property by Seller which have not been fully paid for, nor any contract entered into nor anything done the consequence of which would result in a lien or claim of lien to be made against the Subject Property. (d) At Closing, there will be no parties in possession of the Subject Property being conveyed other than the Seller. (e) That there are no filings in the appropriate governmental offices which indicate a lien or security interest in, on or under the Subject Property which will not be released or terminated at Closing. IV CLOSING 4.01 Closinq. The Closing shall take place thirty (30) days after termination of the Inspection Period and satisfaction of the conditions listed in Section 11. 01 (d), provided that all conditions precedent set forth in paragraph XI hereof have been satisfied or waived in writing by Buyer. Closing shall occur at the offices of Buyer's attorneys in Miami Beach, Florida. The parties mutually agree that time is of the essence and that each party shall pursue in good faith preparation for Closing. 4.02 Closinq Costs. (a) Seller: Seller will pay all surtax on the recording of the Deed; recordation of any instruments necessary (iii) Seller's attorney's fees. costs of (i) stamps and (ii) preparation and to correct title; and (b) Buver: Buyer will pay all costs of (i) the Title Insurance premium plus endorsements; (ii) recording the Deed; and (ii) Buyer's attorney's fees. 4.03 Documents to be Delivered by Seller at Closinq. At the time of Closing, the Seller shall execute and deliver or cause to -5- THERREL BAISDEN & MEYER WEISS be delivered to Buyer executed originals of the following documents: ( a) General Warranty Deed (the "Deed") conveying good and marketable title of the Real Property to Buyer. (b) Owner's Affidavit as required by Article 3.02 above. (c) Affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, affirming that the Seller is not a "foreign person" as defined by the Internal Revenue Code. (d) Assignments to Buyer of all permits, licenses or approvals issued by any board, association, government body or agency having jurisdiction over the Subject Property, relating to the ownership, operation and use of the Subject Property, if any. (e) Such other documents as Buyer may reasonably require to be executed and delivered to complete the transaction contemplated hereunder, including, but not limited to, all documents necessary as to the warranties and representations set forth in paragraph V hereof. Seller shall deliver copies of all documents to be delivered at Closing to Buyer's attorney not less than seven (7) days prior to Closing. In the event any mortgage or lien encumbers the Subject Property, Seller shall provide to Buyer, prior to Closing, a payoff letter from such mortgagee or lien holder stating the present unpaid balance of the lien, including accrued interest to the proposed date of Closing, and the amount required to satisfy and release the lien as of the proposed date of Closing. 4,04 Prorations. The following adjustments to the Purchase Price shall be made at the Closing by proration of the amounts as specified below as of 12:01 a.m. on the date of the Closing: (a) Ad valorem real estate and personal property taxes applicable to the Subject Property, such apportionment to be made on the basis of the previous year's taxes unless the bill therefor is available. Once the taxes for the year of closing are established, upon written demand by either party, the parties shall promptly recompute such proration in accordance with the current tax figures, and any excess payment or credit received by a party shall promptly be reimbursed by it to the other party. Buyer shall have the right to contest the taxes for the year of closing, and Seller shall provide Buyer with any information in Seller's possession to assist such contest. The provisions for readjustment of taxes are intended to and shall survive the Closing of this transaction. -6- Ta:ERREL BAJ:SDE1~ Be MEYER WEISS (b) Seller shall be entitled to all revenues from the operation of the Subject Property to 12:00 a.m. of the day of the Closing, and Buyer shall be entitled to all revenues from the operation of the Properties from and after 12:01 a.m. of the day of the Closing. V WARRANTIES AND REPRESENTATIONS 5.01 Seller's Warranties, Seller hereby warrants, represents and covenants (which warranties, representations and covenants shall be effective as of the date of Closing and shall survive the Closing) the following: (a) The Seller has neither assigned nor pledged, nor will assign or pledge this Contract to any other person, and that Seller has full power and authority to execute this contract. (b) That there are no special assessments against or relating to the Subject Property. (c) That no materials or labor have been contracted for or furnished to the Subject Property which might give rise to any liens affecting all or any part of the Subject Property. (d) That Seller has not entered into any outstanding agreements of sale, options or other rights with third parties to acquire an interest in the Subject Property. (e) That with respect to the Subject Property, Seller has not entered into any agreements which are not of record with any state, county or local governmental authority or agency or with any other third party other, than those agreements, if any, which have been approved in writing by Buyer. (f) That to the best of Seller's knowledge, there are no encroachments upon the Subject Property. (g) That Seller has full power to sell, convey, transfer and assign the Subject Property on behalf of all parties having an interest therein, that will not violate any provisions of any agreement or judicial order affecting Seller or the Subject Property. (h) That there is access for ingress and egress to and from the Subject Property to the public roads, streets, highways and avenues, in front of or adjoining all or any part of the Real Property. (i) Seller knows of no condition which might cause the Property to be in violation of any federal or state environmental -7- THERREL BAISDEN Be MEYER WEISS law or regulation including, but not limited to, 42 U.S.C. S9601, et seq. (CERCLA) and 42 U.S.C. S6901, et seq. (RCRA) , except as may be disclosed in that certain report entitled Phase I Environmental Assessment of 1920 West Avenue and 1923 Bay Road, Miami Beach, Florida, dated December 6, 1994, and prepared by Allied Environmental Consultants, Inc. and that certain report entitled Phase II Environmental Site Assessment FPL Property dated July 12, 1995, and prepared by Law Engineering, Inc. under their project number 534-06011-02, a full and complete copy of both of which have been delivered to Buyer. Further, the Seller warrants and represents that it has not used or allowed any other party to use the Property for the treatment, storage or disposal of solid wastes, hazardous wastes or hazardous substances in any manner -which would be in violation of any federal or state environmental law or regulation, or which might cause the soil or groundwater at the Property to be contaminated by such use. (j) That there are no violations of any law, statute, regulation, governmental code or ordinance with respect to the Subject Property. (k) That there is no litigation or administrative proceeding pending or, to the best of Seller's knowledge, threatened which affects the Subject Property. (1) That Seller's rights under the Contract are free and clear of all claims, liens and encumbrances. (m) That all utilities necessary or required for Buyer's Intended Use, including, but not limited to, water, sewer, and electricity, will be reasonably available to the perimeter of the Real Property for immediate connection and use on or before seven (7) days before Closing, at a reasonable expense to Buyer. VI SURVEY 6.01 Buyer, at Buyer's sole cost and expense, shall furnish Buyer within thirty (30) days of the Effective Date, a current ALTA/ACSM Land Title Survey of the Subject Property which shall include a statement of the acreage of the Real Property (the "Survey"). The Survey must be acceptable and certified to Buyer and to the Title Insurance Company insuring the Subject Property so that the survey exception can be removed from the Policy. Upon acceptance of such Survey, the legal description therein shall, if required by Buyer, be substituted for the description of the Subject Property contained in Exhibit "A" attached hereto and incorporated herein by reference. The Survey shall locate all visible or recorded rights-of-way, easements, streets, improvements and other manmade objects and whether the Subject Property is located within a "special flood hazard area", as determined by -8- THERREL BAISDEN & MEYER WEISS review of a stated, identified flood Hazard Boundary Map or Flood Hazard Rate Map published by the Federal Insurance Administration of the U.S. Department of Housing and Urban Development. If the survey discloses an encroachment, setback violation, or that all or any portion of the Subject Property is located within a "special flood hazard area", or any other state of facts which would impair the marketability of Buyer's title, this shall be deemed a defect in ti tIe and paragraph 3.0 I shall apply. Further, Seller's liability to cure any and all encroachments shall not exceed one percent (1%) of the purchase price referred to in Paragraph 2.01 herein. The Survey shall be dated and signed by a registered and/or licensed land surveyor in Florida. The surveyor's seal shall be affixed to the Survey. The surveyor's registration and/or license number shall be indicated thereon, and the legal description of the Subject Property shall be set forth on the Survey. Any other survey requirements in the Commitment shall also be complied with, including a surveyor's certificate in such form and content which is acceptable to the Title Insurance Company and Buyer's attorney. VII SELLER'S COOPERATION: PLANS AND TECHNICAL DATA 7.01 Cooperation. Seller agrees that Seller or Seller's authorized agents or attorneys will, within two (2) working days after demand by either the Buyer or any agent of the Buyer, execute or cause to be executed such applications, petitions, agreements, easements, dedications, plats, restrictions, or other instruments or documents as Buyer may desire or that shall be required to cause any applicable governmental authority, or agency, or any provider of any utility service, to adopt any resolution, pass any ordinance, or issue any order, license or permit (including, but not limited to, Buyer's building permit) that may be required by the Buyer for the acquisition, development and use of the Subject Property by Buyer in accordance with Buyer's Intended Use. 7.02 Plans and Technical Data. Within five (5) days after the Effective Date, Seller shall deliver to Buyer copies of all engineering plans and technical data including but not limited to all sewer, water, grading, drainage and paving plans, surveys and all letters, applications, permits or licenses from applicable governmental agencies prepared by or for, or in the possession, custody or control of Seller, pertaining to development and use of the Subject Property. At Closing, such documents shall become the property of the Buyer. VIII EMINENT DOMAIN 8.01 If, prior to the Closing under this contract, either party hereto receives or obtains any notice of any type that any -9- TREBBEL BAISDEN & MEYER WEISS governmental authority having jurisdiction intends to commence proceedings for the taking of all or any portion of the Subject Property by the exercise of any power of condemnation or eminent domain, or notice thereof is required in the Public Records of Dade County, Florida, the applicable party shall promptly notify the other and thereupon the Buyer shall have the option to terminate this Contract and receive back all deposit monies paid hereunder, whereupon the parties shall be released and relieved of any further liabilities or obligations under this Contract. IX ACCESS TO PROPERTY 9,01 Right of Entry. The Seller hereby grants to the Buyer and Buyer's agents, servants, employees, contractors and representatives, from and after the Effective Date, a right of entry upon the Subject Property for the purpose of making surveys; environmental inspections; engineering, surface and subsurface soils tests and analysis; and inspections and tests of or pertaining to the development and any and all other use of the Subject Property. Buyer shall indemnify, defend and hold the Seller harmless from and against any costs, damages, claims or liability as a result of or arising out of such activities. In the event this transaction fails to close, Buyer shall restore the Subject Property to substantially the same condition, wear and tear excepted, as existing on the date of this Agreement. 9.02 Possession. Seller shall deliver to Buyer the sole and exclusive possession of the Subject Property as of the date of Closing. X PROPERTY INSPECTION 10.01 Property Inspection. For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller agrees that Buyer shall have until August 19, 1996 at 5:00 P.M. (the "Inspection Period") to conduct an inspection of the Subject Property and conduct or make such engineering, surface and subsurface soils tests and all other inspections, tests, surveys or studies, of or pertaining to the development, the construction upon or the use of the Subject Property. In the event the Buyer, in Buyer's sole and exclusive determination, considers such inspections to indicate that the Subject Property is not suitable for development by Buyer for any reason whatsoever, the Buyer may cancel and terminate this Agreement by notifying the Seller prior to the expiration of such Inspection Period and, thereafter, obtain immediate return of the -10- THERREL BAISDEN & MEYER WEISS Earnest Money Deposit, in which event all parties will then be relieved of all further obligations hereunder. In the event the Buyer, in the Buyer's sole and exclusive determination, finds the property to be suitable for the development by the Buyer, the Buyer shall affirmatively communicate such finding to the Seller. It is the intention of the parties that such Earnest Money Deposit shall be considered non-refundable following the completion of the Inspection Period subject to only the satisfaction of the Conditions Precedent as set forth under Paragraph XI, hereinafter stated. The failure of any of the Conditions Precedent as set forth under Paragraph XI, as hereinafter stated, prior to Closing, shall entitle Buyer to a refund of such Earnest Money Deposit together with the interest earned thereon. 10.02 Environmental Testinq. Seller acknowledges and agrees that Buyer's inspections may include Environmental Site Assessments, including appropriate tests, in order to determine if Hazardous Substances have been disposed of or are present on the Subject Property in violation of any applicable federal, state, or local law or exist in quantities such that their assessment, remediation, abatement and/or removal will, in the Buyer's opinion, adversely impact the value of the Property or increase costs of construction. Seller shall grant to Buyer full access to the Property to complete these assessments, including, but not limited to, allowing the installation of soil borings, monitoring wells, and the taking of building material samples. Hazardous Substances shall include (i) those substances included within the definitions of anyone or more of the terms "hazardous substances", "hazardous materials", "toxic substances", "toxic pollutants", and "hazardous waste" in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. S6901, et seq. (as amended), 49 U.S.C. S1801, et seq., the Resource Conservation and Recovery Act of 1976 (as amended), 42 U.S.C. S6901, et seq., S311 of the Clean Water Act, and any similar state or local laws or any regulations, and (ii) petroleum, asbestos, lead-based paints, and polychlorinated biphenyls. In the event Buyer's inspections reveal the presence or potential presence of such materials, then Buyer shall have the option to terminate this Contract in accordance with S10.0! above. 10.03 "As is" Environmental Condition. If Buyer has not cancelled this contract as herein provided, then as between Seller and Buyer, except for any warranties or representations as are specifically provided for herein, Seller will be conveying the Subject Property to Buyer, and Buyer will accept possession of the Subject Property in its existing physical condition. Seller has advised Buyer that the Subject Property may have recognized environmental conditions, as that term is defined ASTM E 1527-93, and the Buyer intends to inspect the Subject Property in accordance with Sections 10.01 and 10.02 above. Buyer acknowledges that the Property is being sold without warranty or representation of any kind by the Seller regarding the regulatory compliance status of the Property, or conditions of the Subject Property, except for any -11- THE:RREL B..uSDEN & MEYER WEISS warranties and representations as may be specifically provided for herein. The parties acknowledge that the Buyer's rights against third parties will not be diminished on account of the provisions of this Section 10.03. XI CONDITIONS PRECEDENT TO CLOSING 11,01 Contingencv. This Agreement and the obligation of Buyer to close this transaction and to pay any portion of the Purchase Price to Seller is exclusively conditioned upon satisfaction of each of the following Conditions Precedent prior to Closing (any of which may be waived by Buyer in writing): (a) Aqreement To Remain in Effect. That this Agreement remain in full force and effect and that there shall not exist a right on the part of the Seller to either terminate the rights of Buyer under the Agreement, or seek the recovery of damages against Buyer. (b) Performance of Seller. That Seller shall comply fully with all of Seller's obligations and duties under this Agreement. (c) Representations. That all warranties and representations of Seller contained in this Agreement, as set forth in Paragraph V hereof, shall be true, satisfied and documented as of the .date of Closing. (d) Approvals. That prior to Closing the Subject Property shall be rezoned, if necessary, to a commercial zoning classification that will permit Buyer's Intended Use, and that Buyer shall on or before seven days before closing have obtained all necessary approvals and permits that will allow it to begin construction on the Subject Property, including, but not limited to, a building permit allowing construction of improvements which are in all respects satisfactory to Buyer, and approval of the Zoning Authority of Buyer's Intended Use. (e) Environmental Drums. That Seller has removed all drums from the Property which were placed therein in connection with environmental testing performed by Seller or any other third party which is not the Buyer. The parties estimate that there are approximately twenty (20) fifty-five (55) gallon drums affected. In the event any of the foregoing conditions precedent have not been satisfied prior to Closing, as required herein, and the Buyer has not waived such condition in writing, then Buyer shall have the option to (i) cancel and terminate this Agreement and have the right to immediate return of the Earnest Money Deposit described in Paragraph 2.02 above, whereupon this Agreement shall be terminated; -12- TUERREL BAISDEN Be MEYER WEISS or (ii) waive said condition and close on the transaction in accordance with the terms hereof. XII REMEDIES 12.01 Default. In the event of defaults by the Parties, the Parties shall have the following options: A. Buyer: 1. Sue Seller for specific performance including recovery of court costs and attorney's fees with respect thereto. 2. Rescind Buyer's obligations to close on this contract and demand refund of the Escrow Deposit together with interest thereon. 3. With respect to a title defect that has been created by any act of the Seller, and the Seller refuses to cure same, the Buyer may, at Buyer's option, determine to proceed with the purchase of the Subject Property, notwithstanding such defect, in which event the Buyer shall have the right to sue for damages or pursue any other remedy provided by law. If any title defect has been created or suffered by a person or entity other than Seller, and if Seller is unable, despite Seller's good faith effort, to cure the defect, Buyer may, at Buyer's option, elect to proceed with the purchase of the Subject Property, notwithstanding the defect, in which event Buyer may pursue any remedy provided by law against any person or entity other than Seller. In the event that Buyer determines to proceed with the purchase of the Subject Property notwi thstanding a ti tIe defect created by an act of Seller, and such defect is a lien or other encumbrance on the Subject Property, Buyer, at Buyer's discretion, may satisfy such lien or encumbrance from the cash due Seller at Closing. It is the manifest intent of the parties that the Buyer shall not have the right to sue the Seller for monetary damages, save and except with respect to any title defect created by act of the Seller. Any other default, save and except any title default created by act of the Seller, shall entitle Buyer to sue for specific performance only or demand a refund of Escrow Deposit together with interest accrued thereon. B. Seller: 1. In the event that all conditions precedent have been fulfilled and Buyer fails to close this transaction, the Seller shall have the right to sue Buyer for specific performance including recovery of court costs and attorney's fees with respect thereto or, in the alternative, to retain the Earnest Money Deposit, as liquidated damages. The Buyer and Seller hereby acknowledge that it is impossible to more precisely estimate the -13- THEBREL BAISDEN & MEYER WEISS damages to be suffered by Seller upon Buyer's default and the parties expressly acknowledge that retention of the Earnest Money Deposit is intended not as a penalty but as fully liquidated damages. 12.02 Interest on Escrow Funds. In the event that the Closing shall take place, then any interest earned on the Earnest Money Deposit shall be credited to the Buyer as a portion of the cash required to be paid at Closing. In the event that the Closing fails to take place through default of the Seller and the Buyer shall demand a refund of the Earnest Money Deposit in accordance with any of the terms of this Agreement, then said interest shall be paid to the Buyer. In the event that the Closing fails to take place through a default of the Buyer and to the extent that Seller shall elect that the Earnest Money Deposit be paid hereunder, then all interest earned on the Earnest Money Deposit shall be paid to the Seller as a portion of the agreed upon liquidated damages provided hereinabove. XIII ESCROW AGENT 13.01 Duties. It is agreed that the duties of any Escrow Agent appointed under this Agreement are only such as are specifically provided herein being purely ministerial in nature, and that such Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as the Escrow Agent has acted in good faith. The Seller and Buyer release any Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of such Escrow Agent's duties hereunder. 13.02 Responsibilities. The Escrow Agent shall be under no responsibility in respect to the Earnest Money Deposit other than faithfully to follow the instructions herein contained. The Escrow Agent may advise with counsel and shall be fully protected in any actions taken in good faith, in accordance with such advice. The Escrow Agent shall not be required to defend any legal proceedings which may be instituted against such Escrow Agent in respect to the subject matter of these instructions unless requested to do so by Seller and Buyer and is indemnified to the satisfaction of such Escrow Agent against the cost and expense of such defense. The Escrow Agent shall not be required to institute legal proceedings of any kind; such Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with such Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to such Escrow Agent hereunder and believed by such Escrow Agent to have been signed by the proper parties. 13.03 Sole Liabilitv. The Escrow Agent assumes no liability under this Agreement except that of a stake holder. If there is -14- THERREL BAISDEN Be MEYER WEISS any dispute as to whether the Escrow Agent is obligated to deliver the Earnest Money Deposit or as to whom such Earnest Money Deposit is to be delivered, the Escrow Agent will not be obligated to make any delivery thereof, but in such event may hold the Earnest Money Deposit until receipt by such Escrow Agent of any authorization in writing signed by all of the persons having an interest in such dispute, directing the disposition thereof, or in the absence of such authorization, the Escrow Agent may hold the Earnest Money Deposit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determinations are not begun and diligently continued, the Escrow Agent may, but is not required, bring an appropriate action or proceeding for leave to deposit the Earnest Money Deposit into the Registry of the Court pending such determination. In making delivery of the Earnest Money Deposit in the manner provided for in this Agreement, the Escrow Agent shall have no further liability in the matter. 13.04 Confirmation of Deposit. The Escrow Agent for the Earnest Money Deposit has executed this Agreement at the bottom hereof to confirm that such Escrow Agent is holding and/or will hold the Earnest Money Deposit in Escrow pursuant to the provisions of this Agreement. The Earnest Money Deposit shall be deposited in an interest bearing account. 13.05 Successor Escrow Aaent. The foregoing requirements of the Escrow Agent shall be applicable to the initial Escrow Agent and all subsequent Escrow Agents following the transfer of the Escrow Deposit upon completion of the Property Inspection Period. It is understood and agreed that all times prior to the Closing and transfer of title that the Earnest Money Deposits shall be the subject of an Escrow and governed according to the terms set forth herein. Any and all Escrow Agents as set forth herein and at various times herein shall at the request of either party provide written acknowledgment of the continued escrow of the Escrow Deposit and the amount of interest that has accrued thereon. 13.06 Escrow Aqent is Buver's Attorney. Seller acknowledges that the Escrow Agent is Buyer's attorney, and is representing the Buyer in connection with the acquisition of the Subject Property. In the event of any dispute between the parties on account of any of the matters contained herein, or any other matters, Seller acknowledges and agrees that Escrow Agent may serve as Buyer's attorney. XIV MISCELLANEOUS 14,01 Notices. Any notice required or permitted to be given hereunder shall be sufficient in writing and sent by registered or certified mail, postage prepaid, or sent by expedited couri~r -15- THERREL BAISDEN Be MEYER WEISS service to the party being given such notice at the address therefore given herein or at such other address as to which notice is given in accordance with the provisions herein. A copy of any notice shall also be given to the Escrow Agent. 14.02 Entire Aareement. This Agreement is the entire Agreement of the parties with regard to the transaction dealt with herein. 14.03 Assianment. Buyer may not assign any part or all of this Agreement to any partnership, joint venture, corporation or other entity without first obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld. If approved, upon such assignment, Buyer shall have no further obligations or liabilities under this Agreement. 14.04 Survival of Aareement. The terms and conditions of this Agreement and the warranties and representations made herein shall survive the Closing hereof and the delivery of all related documents, 14.05 Time is of the Essence. The parties acknowledge that time is of the essence for each time and date specifically set forth in this Agreement. 14.06 Modification. The parties acknowledge that this Agreement is the entire agreement between the parties and that this Agreement may be modified only by a written instrument signed by all parties. 14.07 Attornev' s Fees. In the event of any litigation between the parties arising out of this Agreement or the collection of any funds due the Buyer or the Seller pursuant to this Agreement, whether or not a lawsuit is brought, the prevailing party shall be entitled to recover all costs incurred, such costs to include without limitation reasonable attorney's fees, also including attorney's fees on appeal and in any bankruptcy proceedings. 14.08 Waiver. No waiver hereunder of any condition or breach shall be deemed to be a continuing waiver of any subsequent breach. 14.09 Headinas. Headings used herein are for convenience only and do not constitute a substantive part of this Agreement. 14.10 Choice of Law. This Agreement shall be governed by the laws of the State of Florida, 14.11 Extension of Time Periods. In the event that the last day of any period of time specified in this Agreement shall fall on a weekend or legal holiday, such period of time shall be extended through the end of the next work day. -16- THERREL BAISDEN & MEYER WEISS 14.12 Time for Acceptance. This Agreement shall be accepted and executed by the Seller and delivered to the Buyer within three (3) business days after executed hereof by the Buyer. In the event this Agreement is not accepted, executed and delivered by Seller as stated herein, the Agreement shall be considered null and void and of no legal force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. WITNESSES: . \lON~g Qo;\- ~~ 41/ (As to Sel r) J AS TO SELLER: CITY OF MIAMI corporation I (Corporate Seal) Dated: May.3.' 1t1C}~ AS TO BUYER: PUBLIX By: Its: (Corx~rate Seal ~ Dated: mr ~) 111(, FORM APPROVED LEGAL DEP . ~v r, " , -' c1 '. ~_', _>-::. 2--9~ -17- THERREL BAISDEN & MEYER. WEISS STATE OF FLORIDA) COUNTY OF \) P.tJr / Before me the undersigned authority, this day appeared ~ ~jliY"iXJr Gx.J 6Vl. known to me and known to me to be the individual described in and, ,0 e~cu~d the fore~oing instrum7nt as tJ\c~ lJ( of (), ~ \ ~ t;..c. Ct ~ , named l.n the foregol.ng instrumen , and he acknowle ged to and before me that he executed said instrumen~ o~ behalf of and in the name of t 'I \t..1 'i)\ Mj (}.1M; I:) (tA e.-h ; that he is duly authorized by said \ \ t j +~ to execute said, instrumel1t and that said instrument is -tlhe free act and deed of C:-,.p yvy,'tr() r 17'? I bVl . IN WITNESS WHEREOF, I have ereunto set~y hand and affixed my official seal this :3 ,L of ^ , ff.i:-l996 o. Commission Number: My Commission Expires: '1'" MIRIAM MARTINEZ ~ 'f, COMMISSION if CC 494853 ~~ ~ EXPIRES OCT 7,1999 ~ BONDED THRU OF ~f!!' ATLANTIC BONDING CO.rINC. STATE OF FLORIDA) COUNTY OF POLK ) Before me the undersigned authority, this day appeared ~ \\1\ :f E' n b NS, '3\1" , known to me and known to me to be the individual described in and who executed the foregoing instrument as C\l1\, CA -Ite C'{e.C. COIl\ of PUBLIX SUPER MARKETS, INC., named in the foregoing instrument, and he acknowledged to and before me that he executed said instrument on behalf of and in the name of said corporation as such officer; that he is duly authorized by said corporation to execute said instrument and that said instrument is the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this ro1'\Y day of ()"Qj , 1996. (ttto "-d\ C~O llrt1 NOTARY PUBLIC STATE OF FLORIDA AT LARGE Commission Number: My Commission Expires: ,..~~~:rU""" ColettI L. Bagwell !~'A~;~ M'f COMMISSION /I CC499318 EXPIRES ~.~~{f,~ January 20, 2000 ~i:<M:\ot~" BONDEDTHRU mJV FAIN INSURANCE,INC '"...\'" -18- THERREL BAISDEN & MEYER WEISS RECEIPT Receipt of the Earnest Money Deposit is herewith acknowledged in the amount and in accordance with the foregoing Agreement. day of I 1996. This ESCROW AGENT: THERREL BAISDEN & MEYER WEISS BY: ELLEN ROSE er\publix\purchase.agt rev. 05/02/96 3:01pm -19- THERREL BAISDEN & MEYER WEISS CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 PLANNING, DESIGN & HISTORIC PRESERVATION DIVISION PHONE; (305) 673.7550 FAX; (305) 673.7559 March 13, 1997 Mr. Charles Jenkins, Jr. Chairman of the Executive Board Publix Super Markets, Inc. 1936 George Jenkins Boulevard Lakeland, FI. 33802-0407 RE: Concurrency Determination for 1920 West A venue/ 1923 Bay Road (Publix Supermarket), Miami Beach, Florida Dear Mr. Jenkins: In reference to the above noted matter, please be advised that the City of Miami Beach Design Review Board has granted Design Review approval on October 1, 1996; furthermore, variances were granted by the City's Board of Adjustment on November 1, 1996. As part of this review and approval process, we have determined that certain and specific infrastructure improvements are required pursuant to Subsection 22-4 of the Miami Beach Zoning Ordinance to avoid any degradation of the adopted Level of Service as set forth in the City's Comprehensive Plan. These infrastructure improvements are described in Exhibit A, attached hereto. By virtue of that Development Agreement attached, hereto, as Exhibit B and to be executed at closing, the available capacity of all Public Facilities that will be impacted by this project should include the additional capacity that will be created by the new Public Facilities that are guaranteed in said Development Agreement, pursuant to Section 22-3 D.1.b.(3), Miami Beach Zoning Ordinance 89-2665, as amended. Accordingly, the City has determined that the project meets all concurrency requirements, as specified in the Zoning Ordinance and Comprehensive Plan, including traffic, infrastructure, etc. Please note that this statement is based on the revised plans prepared by Wood and Zapata Architects and dated November 25, 1996, incorporating conditions imposed by both the Design Review Board and the Board of Adjustment (Note: some sheets have been replaced with revisions dated February 10, 1997). Please be advised that the City has exclusive jurisdiction in all matters related to the issuance of a building permit in the City of Miami Beach including, but not limited to, matters of concurrency. Once the building permit is issued, no additional conditions may be imposed on Publix with respect to concurrency and neither the State of Florida (through the Florida Department of Transportation, the Department of Community Affairs, or otherwise), Dade County, nor any other governmental agency will have standing to challenge the building permit relative to concurrency; provided, all matters related to on-site construction are in accordance with the issued building permits and any Conditions imposed by the City's Design Review Board and Board of Adjustment. In view of the foregoing, staff ofthis Division has signed-off on the plans submitted for the subject property for Building Permit; the Building Official has, accordingly, issued said permit. If you have any further questions with regard to this matter, please contact either myself or Mr. Jorge Gomez, Principal Planner. :~i~~ Planning and Zoning Director DJG/cat cc: M. Diaz-Buttacavoli H. Mavrogenes P.Azan R. Aguila 1. Gomez M. Radell, Esq. C:\ WP\DEAN\PUBIX.OG EXlIIBITA Required Infrastructure Improvements o Reconstruction of the median divider at Alton Road and 20th Street intersection Northbound, enabling a longer left turning capacity (8 or 9 vehicles versus the 5 vehicles now) o Installation of a signal with a (delay) left turn at the intersection of Eastbound Dade Boulevard and Bay Road o Recalibration of phasing of the existing left turn signal at Alton Road Northbound and Dade Boulevard o Installation of stop sign on Northeast comer of 18th Street as it intersects Purdy A venue o Installation of stop sign on Northeast comer of Bay Road as it intersects 20th Street o Installation of stop sign on Northeast comer of West Avenue as it intersects 20th Street EXHIBIT B DEVELOPMENT AGREEMENT This Agreement is entered into between Publix Super Markets, Inc. ("Developer"), and the City of Miami Beach ("City"). WHEREAS, pursULUlt to Section 22-3 0.1.(3), Miami Beach Code ("Code"), the City is authorized to enter imo development agreements; and \V1-fEREAS, the Developer and the City represent and state that: A. The Developer has a contract to acquire property located in the City of Miami Beach, Florida, more particularly described in Exhibit A to this Agreement; and B. The Developer has proposed to develop a project known as Publix on the Bay, hereinafter referred to as athe Project", which Developer currently proposes t developing as a retail grocery store upon the land described in Exhibit A; and C. The City has determined that the existing and planned public infrastructure will accommodate the Project as required by the City's Concurrency Management System codified as Section 22-3 et seq.. Miami Beach Code. NOW, THEREFORE, for and in consideration of the covenants contained herein, it is hereby understood and agreed: 1. Within 2 years from the date of execution of this Agreement, the Developer shall commence construction of the traffic infrastructure improvements noted on Exhibit B attached hereto provided that City or Developer have obtained permits from the appropriate County or State agency. 0'"" 3053776222 BERCOW & RADELL PA. 167 P03 ~AR 12 '57 16:~7 2. A representative of the City will prepare and execute any permit applications requil-,:d for C':h1struction of the improvements identified in Exhibit B, The Developer will be responsible for any permit fees that may be required. 3, The ~erms and conditions of this Agreement shall inure to the benefit of and be binding upon tlle heirs, personal representatives, successors and assigns of the parties hereto, 4. The Developer may extend the time for commencement of construction of any of the improvements described in Exhibit B consistent with the requirements of Rule 9J-5 .0055(3)( c)3, Florida /.:ir.-,;nistrati ve Code. 5, The dale of e;~ecution of this A.greement shall be the date that the last party signs and acknowledges thi:.: Agreement. 2 ...)l::J...J-J ( lOc...::..-=- .L,.IL-l-""-WW U I.".'........:.LL 'H. DEVELOPER: PUBLIX SUPER MARKETS, INC. a Florida co By: STATE OF FLORlDA 1::J( r--'>0'-1 I' :HK .l.':' ::J ( 1 ( : -4.::: COUNTY OF DADE The foregoing instnunent was acknowledged before me this j Z j-I\ day of 1\/\ /' (. ( - 1997 b /', I -J .' J- L~I4,'/ w., 4t- ht<. . P bl' rT\v~-\,vVl , y\...,rL ~,ltl'1tS t. , ',';"'/,~'n'h of U IX Super Markets, Inc., a Florida corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. ,~'ti.~'~U"" Mary R. Dobbins ~~"~1;~ /oM COMMISSION I CC534521 EXPIRES ',~.~.~f FttlIU8l'f 20. 2lXXl ~~' 0; .;,,\f.,." BONDED n1RlJ TllOV FAIN INSURANCf.11C. '1"..."'.\ t ' My commission expires: v/lfJr>>y fLU eJ/h- Print Name: Title: Serial Number 3 (if any) r;o '-' 3053776222 BERCOW & RADELL PA. 157 P05 MAR 11 'S7 17:42 CITY OF MIAMI BEACH APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Approved as to form and legal ency: 1/ tf!IJ= ~;/Y11 City ttomey Date e By: Attest: Mayor City Clerk STATE OF FLORlDA COUNTY OF DADE The foregoing instrument , 1997 by behalf of the City. was acknowledged before me this day of J Mayor of the City of Miami Beach, on He/she is personally known to me or has produced a as identification and did (did not) take an oath. /' 'I' Print Name: Title: Serial Number (if any) My commission expires: 4 'C 3053775222 BERCaW & RADELL PA. 157 P05 MAR 11 '97 17:42 EXHIBIT A LEGAL DESCRIPTION LOTS 1 THROUGH 10, BLOCK 13-A, ISLAND VIEW ADDITION OF MIAMI BEACH BAY SHORE COMPANY, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 9, AT PAGE 144, PUBLIC RECORDS OF DADE COUNTY, FLORIDA, SAlD LANDS LOCATED IN SECTION 33, TOWNSHIP 53 SOUTH, RANGE 42 EAST, CITY OF MIAMI BEACH, FLORIDA. r ' :i' , _:ll ,'7' n ..... , o o I' 'i' 3053776222 BERCOW & RADELL PA. 1:::J( r-~( MAR 11 "::l'{ 1'( : 42 EXHIBIT B o Reconstr~ction ~f the median divider at A~on Read and 20th Street lmersection NorthboUl'ld, en~bllng l! longer [eft turning capacity (8 or 9 vehioles versU5 the 5 vehicles now~ Installation of ~ signal with a (delay) left turn a~ tha imersection of Eastbound Dada Boulevar~ and Bay Road Recalibration ciJ phasing of the existing left ttJm signal at Alton Road l'Jorthbound anc Dade Soulevard Installation or s~bp sign on Northeast corner of 18th Street ess it intersects Purdy Avenue J . Installation of s~:op sign on Northel!s~ comer or Bay Road as it inter38Cts 20th Street!1 ; Installation of ~ltoP sign on Northeast corner of West Avenue as it intersects 20th Streel :1 " o o .-r'" 3053776222 BERCOW & R8DELL PA. 157 P02 MAR 11 '97 17:41 DEVELOPMENT AGREEMENT This Agreement is entered into between Publix Super Markets, Inc. ("Developer"), and the City of Miami Beach ("City"). WHEREAS, pursuant to Section 22-3 D.1.(3), Miami Beach Code ("Code"), the City is authorized to enter into development agreements; and WHEREAS, the Developer and the City represent and state that: A. The Developer has a contract to acquire property located in the City of Miami Beach, Florida, more particularly described in Exhibit A to this Agreement; and B, The Developer has proposed to develop a project known as Publix on the Bay, hereinafter referred to as "the Project", which Developer currently proposes I' developing as a retail grocery store upon the land described in Exhibit A; and C. The City has determined that the existing and planned public infrastructure will accommodate the Project as required by the City's Concurrency Management System codified as Section 22-3 et seCl.. Miami Beach Code. NOW, THEREFORE, for and in consideration of the covenants contained herein. it is hereby understood and agreed: I. Within 2 years from the date of execution of this Agreement, the Developer shall commence construction of the traffic infrastructure improvements noted on Exhibit B attached hereto provided that City or Developer have obtained permits from the appropriate County or State agency. 3053776222 BERCOW & RADELL PA. 167 Pla3 MAR 12 '97 16:47 2. A representative of the City will prepare and execute any permit applications required for constructicn of the improvements identified in Exhibit B. The Developer will be responsible for any permit fees that may be required. 3. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties hereto, 4. The Developer may extend the time for commencement of construction of any of the improvements described in Exhibit B consistent with the requirements of Rule 9J-5.0055(3)(c)3, Florida Administrative Code. 5. The date of c;..:ecution of this Agreement shall be the date that the last party signs and acknowledges this Agreement. I' 2 3053775222 b~RCUW & RADELL PA. 1 ::(,' P04 MAR 11 '97 17:42 DEVELOPER: By: STATE OF FLORIDA COUNTY OF DADE The foregoing instnunent was acknowledged befor~ Il?-e this, I Zf-t\ day of OIC ~ I 1997 b L' t1 -r l'~ L~I(~'" CI t''''' f' P bl' '1'LJ-', y, Ji'" I!"--j .J' , l::'\:lC, , (c.,.,...Ht'L 0 U IX Super Markets, Inc., a Florida corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. /.i(tf"..... Mary R. Dobbins ;.'~;Q' \;\ MY COMMISSION /I CC534521 EXPIRES ,,:,. ,: j FebrulllY 20, 2.000 .~~ " . BONDED nlRll TROY fAIN INSURANCE. Itc:. a.'if" , J11c~ d/(jA- Print Nam . Title: Serial Nwnber I' (if any) My commission expires: 3 3053776222 BERCOW & RRDELL PRo CITY OF MIAMI BEACH Approved as to form and legal lency: Jd STATE OF FLORlDA 157 PEl5 MRR 11 '97 17:42 APPROVED AS TO FORM & lANGUAGE & FOR EXECUTION 1 t(, .'t!1L ~{t}7 Attest: KoLcu;r rtUC~ City Clerk COUNTY OF DADE "-7/d'The ljJregoing instrument was acknowledged before me this ~t::. d2.y of ~ 1997 bYS'U5'A.J Gh7Tt../ ~ ~ 0~ayor of the City of Miami Beach, on behalf of the City. lk1she is personally known to me aT fttl'3 f'radueed a . .. . did not) take an oath. I' My commission expires: Print Narne:5; Title: Serial N~mRnl"'#I'",1. ~'f ) ~"" \~ C. FAn ~/I! 1 any #~~ ........rf4'c,S' ~ ~ C:)...~\t-\SSION et:.. ~ l ...~,,~ ~ 11, 1.9" ~.. \ - .....s> 'fpcJ'l._ :: .~ ~ . ~ =*. .... :*= ::: : :~= ~~ ~.-1:: #CC470439 f:':~~ .... :;.\. ." 0. ~# · 9:: ~ ~~,~.~1-Jn~edt\'\~,~~..~~ ~ rA.. lJb/'cUl\"...~"'* ~ (;8........~\5 ~~ '/II/, lie 81 t' \ " ~,,~ ~""" jft"""'~ /~ 4 3053775222 BERCOW & RADELL PA. 157 P05 MAR 11 '97 17:42 EXHIBIT A LEGAL DESCRIPTION LOTS 1 THROUGH 10, BLOCK 13-A, ISLAND VIEW ADDITION OF MIAMI BEACH BAY SHORE COMPANY, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 9, AT PAGE 144, PUBLIC RECORDS OF DADE COUNTY, FLORIDA, SAID LANDS LOCATED IN SECTION 33, TOWNSHIP 53 SOUTH, RANGE 42 EAST, CITY OF MIAMI BEACH, FLORIDA. 3053776222 BERCOW & RADELL PA. 157 P07 MAR 11 '97 17:42 EXHIBIT B o Reconstruction ~f the medlt!n divider at Aiton Road and 20th Street Intersection NOrlhbOUMd, en~blltl9 a longer reft turning capacity (8 or 9 vehioles versus the 5 vehicles now~ Installation of ~ signal with a (delay) left turn 8~ the intersection of Eastbound Dade Boufevar~ al"ld Bay Road Recalibration OJ phasing of the existing left turn signal at Alton Road Northbound anc Oade Boulevard Installation of s~~p sign on Northeast corner of 18th Street as it intersects Purdy Avenue ;1 Installation of s~:op sign on Northeast corner of Bay Road as it intersects 20th Street II ; Installation of stop sign on Northeast corner of West Avenue as it int9rl~cts Ii 20th Street :1 " o o o o o ,'-" UPDATED STATEMENT1866 PLATE #2865 CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 (305) 673-7590 1920 WEST AVE & 1923 BAY ROAD ACCOUNT NO. 5114 MAR 12, 1997 THIS IS TO CERTIFY THAT THE FOLLOWING MUNICIPAL LIENS OR ASSESSMENTS ARE DUE AND PAYABLE AGAINST LOTS 3 THRU 6 BLK 13A ISLAND VIEW ADDITION SUBDIVISION: 1) GARBAGEI WASTE COLLECTION FEES 0,00 2) WATER BILLS 0,00 3) DEMOLITION LIENS 0,00 4) BOARDING-UP LIENS 0,00 5) CODE ENFORCEMENT BD. LIENS 0,00 6) RESORT TAX LIENS 0,00 7) LOT CLEARING ISANITATION LIENS 0,00 8) CITY BILLS 0,00 9) OTHER 0,00 TOTAL AMOUNT DUE 0,00 ALL DELINQUENT CHARGES BEAR A PENALTY OF 10%. RECORDED LIENS BEAR INTEREST AT 12% PER ANNUM. UNPAID AND/OR DELINQUENT CHARGES TOGETHER WITH ALL PENALTIES IMPOSED THEREON, SHALL REMAIN AND CONSTITUTE SPECIAL ASSESSMENT LIENS AGAINST REAL PROPERTY INVOLVED. ADDITIONAL BILLS MAY BE DUE FROM DATE OF LAST REGULAR READING TO DATE OF FINAL READING. *SEE PAGE 2 FOR DETAILED BREAKDOWN PAGE 2 LIEN STATEMENT: DETAILED BREAKDOWN UPDATED STATE #1866 PLATE #2865 1) GARBAGEIWASTE COLLECTION FEES CURRENT: SVCE. PERIOD DUE DATE AMOUNT 5) CODE ENFORCEMENT BD. LIENS 6) RESORT TAX LIENS DELINQUENT: SVCE. PERIOD DUE DATE AMOUNT 7)LOT CLEARING/SANITATION LIENS 2) WATER BILLS: CURRENT: SVCE. PERIOD DUE DATE 8) CITY BILLS FALSE ALARM AMOUNT 9) OTHER DELINQUENT: SVCE. PERIOD DUE DATE AMOUNT 3) DEMOLITION LIENS 4) BOARDING-UP LIENS TOTAL ITEMS 1-4 TOTAL ITEMS 5-9 TOTAL DUE ALL ITEMS 0.00 0.00 0.00 I hereby certify that this Lien Statement is a true and accurate reflection (as of the date of this Lien Statement) of those Liens and/or City Bills (per the files of the City of Miami Beach Finance Department) due and owing the City of Miami Beach regarding the subject property. BY ~~}---P-~ - ---s:\<_ ',A-" ~.,f! DEPUTY SUBSCRIBED AND SWORN TO before me this /.)... day of ~cJ-. ,199n PERSONALLY KNOWN TO ME. Ii ~~/2- .4~;;",RYPU.?l- '1",., " l ~l (\', : \J ..., , . ~~ t, ":1~ ',I) rJ'r'l ' "'~ Or: FlO~''J' w..,..~......... 1 O~~lA.!- NOT..\RY SEAL 1 G\;(M,:.i\1 PATTERSON /~~'!1,tl5S10N NO, CC4BSQ.49 ?>oj, C:u1vtM1SSION 'iXI', SEPT 9.1m CARMEN PATTERSON, NOTARY PUBLIC, STATE OF FLORIDA COUNTY OF DADE This instrument prepared by: Raul 1. Aguila, Esq. City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 ABANDONMENT OF RIGHTS TO EASEMENT WHEREAS, the City of Miami Beach (the "City"), provides water and sewer service in Miami Beach, Florida; and WHEREAS, the City is not now nor does it have any plans to use the Easement Area hereinafter described; and WHEREAS, in order to expedite development of the property containing and surrounding the Easement Area the abandonment of all rights to the Easement Area is required; and WHEREAS, the City has no objection to said abandonment. NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned City, for itself and its successors and assigns, hereby abandons, relinquishes and forever discharges all right, title, interest or claim it may have to use all or any part of the rear five (5) feet of Lots 1 through 10 of Block 13-A ofIsland View Addition of Miami Beach Bayshore Company according to the Plat thereof as recorded in Plat Book 9 at Page 144 of the Public Records of Dade County, Florida (the said rear five feet is herein referred to as the "Easement Area"). IN WIT}~l~WHE~~erSigned has executed this Abandonment of Rights to Easement this~ ~y of , 1997 . Signed, sealed and delivered in the presence of: ~~~ By: Its: ./ -9~/ (Printed Name) APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION dU~ IJ-l1-J~ City Atmmey Date STATE OF FLORIDA ) )SS COUNTY OF DADE ) 7AThe fon,going ins~as acknow~dged before me this ~ day of ~/a.--.u--~ ,1997by~cJv~ ~?'if,as f"7'~~() IZ.. o the City of Miami Beach, a municipal corporation by and on behalf of sai corporatIOn. He/'" (is personally known to me)'" (hag produced ---as identifiGatio.ll). ~'4~~ ~\\\\\\"""""III. ...<; t P bl' , ~".... ,\,}. C.FAh ~II/, ...........1'10 ary U IC / ~ ~<(; .........'7'4. ~ ~ C::)...~\-tI\SSION ~..~ ~ /I c-A ~ ...-'.."~ ~~ 11, '.9. ~... ~ ILA <.......'. ;--n ~ I /J..S - .....~) ~'" ~tfl. ::S>. d N S' :: : "<' "": s nnte otary Ignature :::*. ""'... .*- -:."~ ~'''0 :~: ; :-;') '" ';"1,,,, 470439 ".;:):: My Commission expires: ',''-:?;''/o \\\~ ~~:'..~$ ,l'oi.^'J)!lrlea~ ~.. 'V~ " ,,Dt';;r iI(\O~'.. f<. ~'-.; ~ ~~ ";; ~~~ \) ~,,~ '.) I i-\ \\'1: '\, \\,~\ ' This instrument prepared by: Raul Aguila, Esq. City of Miami Beach 1700 Convention Center Drive Miami Beach, FL. 33139 ABANDONMENT OF PLATTED EASEMENT WHEREAS, the City of Miami Beach (the "City"), has determined that the Easement Area hereinafter described is of no benefit or use to the public; and WHEREAS, the City does not require the Easement Area for the provision of water and sewer service, nor do any other utility companies providing utility services on Miami Beach require use of said Easement Area, as evidenced by separate agreements being recorded simultaneously herewith and entitled "Abandonment of Rights to Easement"; and WHEREAS, the Ci ty has determined that it is in the best interest of the public that the Easement Area be abandoned so that the property containing same may be developed; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned City, for itself, its successors and assigns, and by and on behalf of the public, hereby abandons, relinquishes and forever discharges all right, title, interest or claim it may have to any utility easements created by plat and located on Lots 1 through 10 of Block 13-A of Island View Addition of Miami Beach Bayshore Company according to the Plat thereof as recorded in Plat Book 9 at Page 144 of the Public Records of Dade County, Florida (the said Easement Area is hereinafter referred to as the "Easement Area"). IN WITNESS WHEREOF, the undeJs;~ed h~~xecu~d this Abandonment of Platted Easement this day of ~ 1997. Signed, sealed and delivered in the presence of: ~~.~ 3~vo(!r:J F 6er~/ot ~dJJ-~ t/' / 5J.r€ / L ~ C ~/f" / 19=3 (Printed Name) By: of corpor a APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1I{/M;/JJ[ . ~ttomey If - 2.7-Jb Date STATE OF FLORIDA ) S5: COUNTY OF DADE ) The forego;rg day of 741a1< _ !I A-~n I< corporat on by and on personally known to idcH~ificdLion). - instrument was acknowledged before me this ~ , 1997 by Si?'1IY"''7rJ(.JR r:-~LJJe.te , as of The Cit of Miami Beach, a municipal behalf of said corporation. He/~ (is me) ~(ha& prQduc~d ~ My ,,\\111111111111111 ~ ~ ~ ~ ~,,'i. C. F. ~/I.I. ~~~~~~"..~14A ~t PubYic :; ~ ... ~~\SS'ON ~.. ~. ! l~r;..~~r.11.,~~~... ~ 9~/LA C. FdK/4S =*: ... =*= Printed Notary Signature - - ~~ ~ ICC470439 ,)~~ commissio~9t.~~f res ;.~ ,~..~~ z ~"Vnded \\' ~'\. '-J ~ ~ :;t- A.. ,olJb/ic Unot ..~ <<'" ~ ~1. Zl8i......~~' ~~ "'I/. ..Ie 51(1.:\ \00 ~,,, ~III''';II ""\\"~ n:\work\er\publix\platted.eas 2 ,N OOOO~~~ ~ fa '1:: ~ o~~ ~ 'B ~ 1 .... c:; .g~~lI.l) "Cl ~ ~~:g I) -t'lO-S ~ '" .. 1i~~~ 6' 00"0<1) ...." U .. .fl H"~ 0 !:< 5: ~~~ ~0.9 ......~f%lt:) \fl .9:x:IJ.... o:Q5<~ '+00 CI) ""'0 >-....~~.. o >- ~ 'I: ~Jl ! ;><3.9 .::!f%lolJ.. ~~~~d g:x:u " ,U I) a 1I)~1)0"tl ""~'g=, ~f%l08 lI.o..2oS!;j ~~'O.g O~l$'~ :=0. II) -5 ~.. 1 ~. -5 ..0 u 0 ~~ o " ~i;1~ ,- l:l .c: ~1J..~:;l ~ 0 '-' ~ tl z:.=,_ 13'C5GBg ",,0 or> ~ -5~-SIl).. 9 E ~ ,- ~~~lg U> "0 "~ ~ "'~~.... '-<3. ] _ 0 .:;~ ~,~ ~ s ~ ~ .9 ~~ "~ .. U f'I"'l~~o .s'gg9~ r-f>t;j-5 z ....0 c:; .. t::'e j .s ~ z 0\ ,- .... .9:s~~ ~ 8 0 ~. 0- 'O~8] 00:6' ~i ~~ ~ - f%l "Cl ~!;j>-I):Qu ""in ~ J!1l!~ ~l)a-S1l)1) g~ll. "" >-g.8~~'~ (\Itl. ,~ 9.5 f%l.l!l !rl tl ~ ~ ~o ~ g' ~ 13i%iil.,; ~ t 13 ~ ~ :~ If ~ ,5 ] .Y ~=~g ot:~~~ f-<.._ _lS..-a"'tIl< oU -' --.1l~_ .L3;!a..:!:-s I.H 0'6_----{}l l==-~r;061 -~ t I, -I! ini I ~ (<)1 I I I 1 )1 JI_ --; .Jo JlJ t ~~ .; J J 1 :,l <l ., m dl \ri1::J ILl P ~ i oi ~ 1 1 t:lui ' .' o . W tiii:l) _CJ 6i- " ...... ~ cD ::10 :s: 4 (f>t\J --' ~ Ul U. u Oi/.l ---- z ::z;..J ~ 0 ~~ u , , ,,' 3. ,I ~ 4 b 0 t ILl 2 g \1\ ~~ ~ " ~ ~ ~v lO .. ~ 61 r '" ~~ ()I l- I-' 0 " - 0 ~~ 'Z :z 7. ~ lJ. (Ja- "' 0 :71.\1 "' I- Sl ... 9 "'. 0 ~l UJ_ l;)7 1l -' L 0- 0- J 1-,J. 0 :J~ )/. 1-' J ~ 0 " OJ :z tlO ~IJ . ~ :j ~~ ~ -' 0- W uJ1 ~ if! w J.S3M I- ~UJ ISlW3:W:) a:: w l> J w ~ ,OJ. pG ,0<;; pG p~ pG ~ w::l u1-c!o~ ~ ~w uP IJJo.oP--O'\ (/) a:: wa OO'S QI~!:~r ....1- r-~ ~_:Z~tfl oO'S ~(/) 0::1 o. 00 uI ::I: ~ 2 ::I: ....$ (J ,:0: n. ~ ~ ~ d1 ~<l t/l Yl - II- 0 ~ I- uJtf\lfl~d '" "'CD I-' ILv .... UJ ~ '\ ,(\J ~~fI:'" - :< , ~ ~:1 ~bo5P ~ e ~ 0 P9 ,0<0 .. tfl'J. UJ~ l~1l! 30\_ ,~ ~ O'itOH -"'itS ,((I G OJ PI> Pc>~ ~ ;>; 1 ',oo'ott r 1 I ~:t<i lJ UJ -I- '" :;. t>ltJ) If! 4J 3" <;1 ,<;)Q.68 c; at ill UJ III ~d~ ~lll> uo1:(>:O: " , IN WITNESS WHEREOF, the undersigned has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in the presence of: CIlY OF MIAMI BEACH, a municipal corporatio - Z3~~~?~ (Witness # SIgnature) (?c I!u-II-f F: 6='erd.-l./ (Printed Nailfe) .tU~f C (Witgess #2 ig'l6.1~j).1 f-\(JN/ T, I VI ~ (Printed Name) By: Its: ~r , 1700 Convention Center Drive Miami Beach, Florida 33139 STATE OF FLORIDA ) SS: COUNTY OF DADE ) The foregoing instrument was sworn to and acknowledged before me this l!t!!:.. day of Ma rch , 1997 by Sevrrour Gelber , as Mayor of City of Miami Beach, a municipal corporation, by and on behalf of said corporation. He'- is personally known to me Qf \"bQ ba~ prod1:l889 ;u jr;,hmtifieation-: My Commission Expires: '-, n, \work\er\publlx\warranty. ded p~ .H!fflIl ~ .. "..l).UiSrGN .. ~ ,c,' 1 '/'",' ~ ...~r:; ~\t ','~ ~... ~ :: :~'S t9(/'t~:: =*: .... :*= -oz- . :: ~~~~ ICC470439 f:' :~~ ~~.~ e. ~ !f;..~;:- ~ ?';.."'J-4,~ded \\1 ~.' <::i ~ % ~~...~~~~~~~..~~':~ '/"'I.'8ltc STjI,~C (j~",'I; """; lit I \1\1\\\\ APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1e~ \ \-1'}t6 Date r 2 TUERREL BAISDEN & MEYER WEISS ". Prepared by and return to: "Ellen Rose, Esquire Therrel Baisden & Meyer Weiss 1111 Lincoln Road, 5th Floor Miami Beach, FL. 33139 Property Appraiser's Parcel Identification (Folio) Number(s): 02-3233-022-0110 " WARRANlY DEED THIS WARRANlY DEED made the ~y of March ,1997, by CITY OF MIAMI BEACH, a municipal corporation, whose post office address is 1700 Convention Center Drive, Miami Beach, Florida 33139, the "Grantor", to PUBLIX SUPER MARKETS, INC., a Florida corporation, I.D. # , whose post office address is 1936 George Jenkins Boulevard, Lakeland, Florida 33802, hereinafter called the "Grantee". (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations.) WITNESSETH: that the Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is, hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in pade County, Florida, viz: l..,~ Lot 1 through 10, in Block 13A, of ISLAND VIEW ADDITION OF MIAMI BEACH BA YSHORE COMPANY, according to the Plat thereof, as recorded in Plat Book 9, at Page 144, of the Public Records of Dade County, Florida. SUBJECT TO: 1. Taxes for the year 1996 and years subsequent thereto. 2. Zoning ordinances of Dade County, Florida. TOGETHER WITH all of the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority t9 sell and convey said land; that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances except taxes accruing subsequent to December 31, 1995. TnERREL BAISDEN & MEYER WBISS CLOSING STATEMENT PUBLIX ON THE BAY Seller: City of Miami Beach, a municipal corporation Purchaser: Publix Super Markets, Inc., a Florida corporation Property: "Publix On The Bay" Site at 20th Street and Bay Roads, Miami Beach, Florida Closing Date: March 14, 1997 CREDIT PURCHASER CREDIT SELLER Purchase Price $2,400,000.00 Deposit Held by City $ 50,000.00 Real Estate Taxes (Based on 1996 taxes of $45,630 [November amount] divided by 365 days = $125.00 x 73 days) 9,125.00 Documentary Stamp Taxes 14,400.00 Surtax 10,800.00 Recording documents to clear title (4 Abandonments of Easement @ $10.50 each) 42.00 Cash to Close 2,315,633.00 Totals: $2,400,000.00 $2,400,000.00 ACCEPTED AND AGREED: ACCEPTED AND AGREED: PURCHASER: SELLER: PUBLIX SUPER MARKETS, INC., a Florid~rporation By' ~~ Ita. ~ CITY OF MIAMI BEACH, a ::~2~~r~ / L Its, J!a/ A~ ~: ~olu.uf ~"-^~ 6\~ n.\work\er\pub-mb. clo ", t,.\ ,. STATE OF FLORIDA ) )SS COUNTY OF DADE ) The ~regoing instrument was acknowledged before me this ~ day of ~ O/{./'.--/:fv , 1997 by ~€l.f" h'rJ u,e- ~ ~ L B € r>, as I/". t4y" ~ of the City of Miami Beach, a municipal corporation by and on behalf of said corporation. He'" (is personally known to me) (h!l3 l'reatleea '~ ;rl~....+~f':,....,,+~^P'l ) _ ~""\""""""II. ~,,\..\v. C. FAl?,z "II~ *' ..~'V ........ ~n ~ ~ q',...~\SSJON..:...u ~ ;:: .. ~\'I' """',0 . ~ ~ .. ~~ ~"t. 11,,0. ~... ~ : :$ ~ ~ ~~ : =*: ..... :*: %a\",#CC470439 j~i ~ ~ e.~..:.. 8. ;- J.. fl:;:- ~ ~ ''-''1- !ndell \\\~~';,.ss ~ ~ ).- ...rUblfc\.)(\u...t<'-'* ~"'.1. ,oU8". ....~ <"S ~-$' My C'~n~~~'e~pires: ~':r~ /Notary Publi Srrr€ I LA- r H"e /' /b. <:::::; Printed Notary Signature ~~,.-.or'_'~'''i'..,'- " ,,'~' ~+....... ...-'.,-.. ~~, '. } '.- ~- ;' ;,' T' . ':. .' ~.:::~' :~ ~'~": t/';.~ . t': , " ..., ~-'i"f;~i; ~~, " :~, C::t~{ . ~'~:I' :':'~~n; J ,".~ry.' ,.' ,l'f; ;- . ", ~.: ~ '- , ~.\,.; , )";, '0:' "~; ~ E. :-; r. ('.' ":,..;' ',. .'. . . NON-FOREIGN CERTIFICATION BY ENTI'IY TRANSFEROR 1. Section 1445 of the Internal Revenue Code (the "Code") provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person, as the term "person" is defined in the Code. 2. In order to inform the transferee that withholding of tax is not required upon the disposition by the undersigned of the United States real property described as follows: Lot 1 through 10, in Block 13A, of ISLAND VIEW ADDITION OF MIAMI BEACH BA YSHORE COMPANY, according to the Plat thereof, as recorded in Plat Book 9, at Page 144, of the Public Records of Dade County, Florida. the undersigned transferor certifies and declares by means of this certification, the following: a. The undersigned is not a foreign person, corporation, partnership, trust or estate (as defined in the Internal Revenue Code and Income Tax Regulations) for purposes of United States Income taxation and, b. The undersigned's United States tax identification number is: 59-6000372 c. The address of the undersigned is: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 , d. There are no other persons or entities having an ownership interest in the above-described property. 3. The undersigned hereby further certifies and declares: a. The undersigned understands that the purchaser of the above described property intends to rely on the foregoing representation in connection with the United States Foreign Investment in Real Property Tax Act. (94 Stat. 2682, as amended). b. The undersigned further understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein may be punished by fine, imprisonment, or both. Under penalties of perjury, the undersigned authorized signatory hereby declares that I have examined this certification and to the best of my knowledge and belief, it is true, correct and complete; and I further declare that I have full authority to sign this document. Executed this /~y of ~larch ,1997. CI'IY OF MIAMI BEACH, a municipal corpora tio By: Its: n: \wnrk\er\pUb11x\ [lrpta. aU APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION THERREL BAISDEN & MEYER WEISS ff!!!! l \ ~ I ~-J)t Date '" t ..,~ NO-LIEN AND GAP AFFIDA VlT STATE OF FLORIDA ) SS: COUNTY OF DADE ) BEFORE ME, SeYmOur Gelber deposes and says: the undersigned authority, personally appeared , (the "Affiant") who, being by me first duly sworn, 1. That the Affiant is the Mayor of The City of Miami Beach, a municipal corporation is the owner ("Owner") of the following described real property; to- wit: Lot 1 through 10, in Block 13A, of ISLAND VIEW ADDITION OF MIAMI BEACH BA YSHORE COMPANY, according to the Plat thereof, as recorded in Plat Book 9, at Page 144, of the Public Records of Dade County, Florida. 2. There have been no labor, material or services furnished for the improvement of the Property which remain unpaid. 3. No additional improvements have been made to the real property subsequent to the original construction; no notices of proposed actual back assessments have been received from the Dade County Appraiser; and, no bill for back assessments has been received from the Dade County Tax Collector which remains unpaid. 4. There are no claims, demands, liens or judgments outstanding against the Property and the Owner is not indebted to anyone as to such Property except for encumbrances revealed by the Public Records prior to H arc A. I~ , 1997. 5. There are no matters pending against the Owner or any parties who have an interest in the Owner that could give rise to a lien that would attach to the Property between that date and the recording of the Warranty Deed to be insured. 6. Except for the Warranty Deed to be insured, Owner has not and will not execute any instrument that would adversely affect the title to the Property to be insured, nor permit any other authorized signatory of the Owner to do so. 7. There are no parties in possession of the Property and there are no parties who have a right to possession or who claim to have a right to possession of the Property other than the above-Owner. 8. The undersigned makes this Affidavit for the purpose of inducing Publix Super Markets, Inc. to purchase the Property, and to induce Chicago Title Insurance Company to insure the said sale of the Property. SWORN TO and acknowledged befor e this /~1l(.,day of March , 1997 by gel J-?t?cJ P.. a iff L. B~ i<... ,who is ~ personally known to me ~ r""tl1IAed "5 ideRtif-kstitaft. </ My commission expires: n: \work\er\publix\gap. aft :II. ..it; o~ Public ..~~ '1 1 "7~.. ~ f~<J 4'<-' . Jlol?J, ~ \ * % APPROVED Ni TO ~*: .... :<E FORM & LANGUAGE ~~ \ ICe 470439 ~:~i & FOR EXECUTION ~o .* ~~.(j~ ~~.,~1I0nd9~'!I" .'~~ ~-?lI,".?'Pub"c\Jn ...~,~ >:;:- .{l/....',..;~<:s~ ~ //(,'-:;'flfC. S~~\~,.~\~,,, ,"It",~,,~'\\" " \ \-t9-9/' THBRREL BAISDEN Be MEYER WEISS City Attorney Date ~ \...~~..