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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~~ ~"
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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
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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,
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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
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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
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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
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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
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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'
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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
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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
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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).
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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
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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
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, 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)
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(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:
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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
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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 '~
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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:
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
THERREL BAISDEN & MEYER WEISS
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Date
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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.
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My commission expires:
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THBRREL BAISDEN Be MEYER WEISS City Attorney Date
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