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96-037 RESOLUTION NO. 96-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER ON BEHALF OF THE CITY TO EXECUTE AND OTHERWISE ENTER INTO THE ATTACHED REAL ESTATE PURCHASE AND SALE CONTRACT BY AND BETWEEN THE CITY OF AVENTURA AND SUNBELT-DIX, INC.; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is hereby authorized on behalf of the City of Aventura to execute and otherwise enter into the Real Estate Purchase and Sale Contract by and between the City of Aventura and Sunbelt-Dix, Inc. attached hereto and incorporated herein as specifically as if set forth at length hereat. Section 2. The City Manager is hereby authorized to do all things necessary and expedient in order to effectuate the execution of the attached Agreement described in Section 1 above, and to carry out the aims of this Resolution. Section 3. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Vice Mayor Rogers-Libert, who moved its adoption. The motion was seconded by Councilmember Perlow, and upon being put to a vote, the vote was as follows: Councilmember Arthur Berger yes Councilmember Jay R. Beskin yes Councilmember Ken Cohen yes Councilmember Harry Holzberg yes Resolution No. Page 2 Councilmember Jeffrey Perlow yes Vice Mayor Patricia Rogers-Libert yes Mayor Arthur I. Snyder yes PASSED AND ADOPTED this17th day of Se~19~. / //.' ~'RTHUR I. SN'/DER, MAYOR ATTEST: TERESA M. SMITH, CMC ~ CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITYATT(~RNEY~_ J~j ~ '- ' WEISS SEROTA ~ HELFMAN, P. 2k. ATTORNEYS AT LAW :=665 SOUTH SA¥SHORE DRIVE SUITE 204 September 24, 1996 VXA FEDE L EXPRESS RECEIVED Eric M. Soroka, City Manager SEP 2S1996 City of Aventura 2999 N.E. 191 Street, Ste. 500 CrI'YMANAG£R Aventura, Florida 33180 Re: Proposed Real Estate Purchase and Sale Contract between Sunbelt-Dix, Inc., as Seller, and the City of Aventura, as Buyer (the "Contract") Dear Eric: Enclosed please find two original execution counterparts of the Contract. Both counterparts have been signed by us as Escrow Agent and City Attorney. Please sign and date both counterparts as indicated by the red tabs. Additionally, your signature needs to be witnessed by two individuals who print their names below their signatures. Following your signature of both counterparts, please forward same to Kim Rice Bongiovanni, Esq. at Winn Dixie with instructions that both counterparts be signed by her client, dated (including the first page) and witnessed. Please request that Ms. Bongiovanni forward one fully executed counterpart to this office. We have enclosed a copy of Ms. Bongiovanni's cover letter which contains her address. As discussed, we have reviewed the boundary survey which you provided to our .office. The legal description in the Contract contains a "less out" of approximately .05 acres which we attribute to a lift station site in a northwest corner of the property. We have requested, but not yet received, confirmation from Ms. Bongiovanni that such less out is the lift station site. In this regard, the total acreage of the property being purchased is not the 5.62 acres as shown on the survey, but approximately 5.57 acres. Eric M. Soroka, City Manager September 24, 1996 Page 2 Pursuant to Section 3A of the Contract, the earnest money deposit in the amount of $159,250.00 needs to be delivered to this office within five business days following execution of the Contract. Please advise us as to whether the City will be providing the earnest money deposit in the form of a check or wire transfer. If the earnest money deposit is to be delivered in the form of a check, such check needs to be made payable to Weiss Serota & Helfman, P.A. Trust Account. If the earnest money deposit is to be delivered by wire transfer, please advise us and we will provide you with our wire transfer instructions. Pursuant to Section 4 of the Contract, we will proceed to order the title insurance commitment from First American Title Insurance Company. We have enclosed a copy of the prior title insurance policy provided by Ms. Bongiovanni. The existing survey needs to be updated to comply with the requirements of Section 5 of the Contract. Please advise us as to whether you need us to coordinate the survey update. If you are going to order the survey update, please request the surveyor to certify the survey to: City of Aventura, Sunbelt-Dix, Inc., First American Title Insurance Company, Weiss Serota & Helfman, P.A., and the lender. Additionally, please advise the surveyor to wait before finalizing of the updated survey until we provide the title information to the surveyor for inclusion on the survey. Please provide us with a copy of the Phase I Environmental Report for our review. Additionally, please advise us as to the status of the financing and the lender's closing requirements. In the meantime, we will move forward with other closing matters, such as ordering lien searches and the preparation of buyer's closing documents. Please call me with any questions or comments you may have regarding the foregoing. SWZ/mas 328.005 Enclosures cc: David M. Wolpin, Esq. WEISS SEROTA ~: HELFMAN, P.A_. DIXIE America's Supermarket® WINN-DIXIE STORES, INC. 5050 EDGEWOOD COURT P.O. BOX B JACKSONVILLE, FLORIDA32203-0297 (904) 783-5000 September 19, 1996 Steven W. Zelkowitz, Esquire Weiss, Serota& Helfman, P.A. 2665 South Bayshore Drive, Suite 204 Miami, Florida 33133 Re: Proposed Real Estate Purchase and Sale Contract between Sunbelt-Dix, Inc., as Seller, and the City of Aventura, as Buyer (the "Contract") Dear Steven: Enclosed are two (2) counterparts of the Real Estate Purchase and Sale Contract by and between Sunbelt-Dix, Inc. and City of Aventura. We have incorporated the revisions as requested. Also enclosed is a copy of Lawyers Title Insurance Corporation Policy No. 113-00-945697 and a boundary survey of the property. Kindly have the Contract signed and returned to me for execution by Sunbelt-Dix, Inc. Do not hesitate to contact me if you have any comments or questions. Very truly yours, Kim e 2ng ovanni enclosures cc: Marlo Labrit (w/enclosures) REAL ESTATE PURCHASE AND SALE CONTRACT BETWEEN SUNBELT-DIX, INC., a Delaware corporation ("Seller") AND CITY OF AVENTURA, a Florida municipal corporation ("Buyer") THIS REAL ESTATE PURCHASE AND SALE CONTRACT ("Contract") is made this September , 1996 by and between SUNBELT-DIX, INC., a Delaware corporation ("Seller") and CITY OF AVENTURA, a Florida municipal corporation ("Buyer"). 1. A_oreement. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell and Buyer agrees to buy the Property, as hereinafter defined, pursuant to and in accordance with the terms and conditions of this Contract. 2. The Property. The Property which is the subject of this Contract includes the Land, the Easements, and the Intangible Personal Property described as follows: A. Land. All of the land situated at the southeast corner of W. Country Club Drive and the William Lehman Causeway in Dade County, Florida and more particularly described on Exhibit "A" attached hereto, together with all easements, rights of way, licenses, privileges, hereditaments, and appurtenances, if any, inuring to the benefit of such land, including, without limitation, all abutter's rights and title to all land underlying roadways adjacent to such land, and all mineral and other subsurface rights (the "Land") and all offsite drainage, access, utility, parking, signage, and other easements(together with any and all other easements benefitting the Land, the "Easements"); and B. Intangible Personal Property. All intangible personal property owned by Seller a. nd used in the ownership, operation, development, improvement, and maintenance of the Land, if any, including, without limitation, ali contracts and contract rights, instruments, documents of title, general intangibles, and transferable licenses, permits, certificates, and approvals of governmental entities or other third parties, if any, and excluding cash on hand and in bank accounts (the "Intangible Personal Property"). 3. Purchase Price. Subject to the adjustments and prorations provided in this Contract, the purchase price to be paid by Buyer to Seller for the purchase of the Property is $3,185,000.00 (the "Purchase Price"), and wilt be paid in the following manner: A. Earnest Money Deposit. Within five (5) business days of the tater of (i) the date on which both Seller, Buyer and Escrow Agent shall have executed this Contract (the "Effective Date"), or {ii) the date on which Buyer receives an insured closing services letter covering the Title Agent, Buyer shall deposit in escrow with Weiss Serota& Helfman, P.A., whose address is 2665 South Bayshore Drive, Suite 204, Miami, Florida 33133 (hereinafter, "Escrow Agent") the sum of $159,250.00 (together with any interest earned thereon; the "Earnest Money"). Escrow Agent shall deposit the Earnest Money in a federally insured interest bearing account and shall disburse or apply the Earnest Money as provided in this Contract. The Earnest Money and any interest earned thereon shall be applied against the Purchase Price payable at Closing. B. Balance. On the Closing Date, provided that Seller has performed its obligations under this Contract and this Contract has not been terminated, Buyer will pay to the Title Agent the remainder of the Purchase Price in cash or other immediately available funds. The Title Agent, as herein defined, shall disburse or apply the balance of the Purchase Price as provided in this Contract. 4. Trtle. On or before ten (10) days after the Effective Date Buyer shall order from First American Title Insurance Company ("Title Company") a title insurance commitment for issuance by Weiss, Serota & Helfman, P.A., as title agent ("Title Agent") naming Buyer as the proposed insured and committing to insure, upon the recording of the Statutory Warranty Deed for the amount of the Purchase Price Buyer's fee simple title to the Land and Buyer's rights in and to the Easements, and Stating all exceptions and conditions to such title, including, without limitation, all easements, restrictions, covenants, reservations, and other encumbrances affecting title (collectively, the "Exceptions"). Buyer shall cause the Title Company to provide, together with the commitment, copies ofthe Exceptions (collectively, the "Commitment"). Upon issuance Buyer shall deliver a copy of the Commitment to Seller. Buyer shall have ten (10) days after receiving the Commitment (the "Title Review Deadline"), to examine the Commitment. It is a condition of Buyer's obligation to close and pay to Seller the Purchase Price that title to the Property is marketable and insurable subject only to exceptions acceptable to Buyer ("Permitted Exceptions"). If title is found to be objectionable to Buyer, Buyer shall notify Seller in writing on or before the Title Review Deadline as to those matters to which it objects ("Buyer's Title Objection Notice"). If Buyer timely sends to Seller Buyer's Title Objection Notice, Seller shall have ten (10) days after the date of receipt of such Buyer's Title Objection Notice to notify Buyer in writing whether Seller is willing, in its reasonable judgment, or able to cure the objections before the Closing ("Seller's Title Objection Response"). If Seller states in Seller's Title Objection Response that it is unable or unwilling to cure such objections before the Closing, then Buyer shall have the option within five (5) days of receipt of Seller's Title Objection Response, to elect by written notice to Seller whether to (i) waive the unsatisfied objections and complete the purchase of the Property subject to title defects, or (ii) terminate this Contract and cause the Earnest Money to be refunded to Buyer. If Seller states in Seller's Title Objection Response that Seller is willing to cure the objections stated in Buyer's Title Objection Notice, then Seller shall use reasonable efforts to cure such objections on or before the Closing. If Seller fails to so cure such objections, then Buyer may, at its sole option, either (i) waive its objections and proceed to Closing subject to the title defect; or (ii) terminate this Contact and cause the Earnest Money to be refunded to Buyer. 5. Survey. Within thirty (30) days from the Effective Date, the Buyer, at Buyer's expense, may obtain a current survey of the Property in accordance with the Minimum Technical Standards for Surveys in the State of Florida (Chapter 61 G17-6, Florida Administrative Code) and otherwise acceptable to the Title Company to delete the standard survey exception. Buyer shall have ten (10) days from receipt of the survey within which to examine the survey and to notify Seller in writing if the survey shows any encroachments or violates any of the Contract covenants. Survey objections shall be treated in the same manner as objections based on title defects. The survey shall be certified to Buyer, Seller, Title Company, Title Agent and lender, if any. 6. vir . Buyer to order within five (5) days of the Effective Date, a Phase I Environmental Report covedng the Property prepared by an environmental engineer or consultant reasonably acceptable to Buyer {the "Environmental Report"). The Environmental Report shall investigate, analyze and report with reepect to those matters recommended to be included by current ASTM guidelines and standards for initial environmental audits (and shall be certified as to same) and any other factors whatsoever deemed appropriate by Buyer. Buyer shall have ten (10) days after the receipt of the Environmental Report (the "Environmental Report Review Deadline") to review the same. If Buyer is not satisfied with the environmental condition of the Property or the results of the Environmental Report for any reason whatsoever, Buyer shall have the option to terminate this Contract by written notice to Seller on or before the Environmental Report Review Deadline and the Earnest Money shall be refunded to Buyer. 7. Clostho. Provided that Buyer has not terminated this Contract in accordance with its terms and all deadlines have passed, the purchase and sale of the Property (the "Closing") shall be at the offices of the Title Agent on or before sixty (60) days from the Effective Date (the "Closing Date"). A. On the Closing Date and at the Closing, Seller shall deliver or cause to be delivered to Buyer the following (all documents will be duly executed and acknowledged where required): (1) Statutory Warranty Deed - A Statutory warranty deed conveying all of Seller's right, title, and interest in and to the Land to Buyer subject only to the Permitted Exceptions; (2) Assignment and Assumption of the Intangible Personal Property; (3) Evidence of Authority - Evidence that the sale of the Property by Seller to Buyer, and the execution and delivery of this Contract has been authorized by ali necessary action (i.e. board of directors, shareholders, partners, etc.) and evidence of the authority of the person or persons executing documents on behalf of Seller; (4) Nonforeign Affidavit - An affidavit executed by Seller confirming that Seller is not a "foreign person;" (5) Additional Documents - A closing statement and such additional documents as Buyer or Title Company may reasonably request to convey the Property to Buyer and to issue the title policy including, but not limited to, a Lien, Possession and Encumbrance Affidavit; and (6) Possession of the Property. (7) Seller shall also deliver to Buyer at least ten (10) days prior to closing an affidavit in the form attached hereto as Exhibit "B" in order to comply with the provisions of Section 286.23, Florida Statutes. B. On the Closing Date and at the Closing, Buyer shall deliver or cause to be delivered to Seller the following (all documents will be duly executed and acknowledged where required): (1) The Purchase Price (subject to the adjustments and prorations provided in this Contract); (2) Additional Documents - A closing statement, and such additional documents as Seller or Title Company may reasonably request to complete the sale of the Property by Seller to Buyer and to issue the title policy. 8. m i .In the event of actual or threatened condemnation or damage to or destruction of all or any part of the Property prior to the Closing Date, Seller shall inform Buyer immediately, and Buyer may, at its option, either terminate this Contract by written notice to Seller within fifteen (1 5) days after Buyer receives Seller's notice or to continue to proceed to the Closing as if such condemnation or casualty had not been threatened or had not occurred and may defend any condemnation action, and any proceeds of insurance or any payment for condemnation or transfer in lieu thereof shall become the property of Buyer and the Purchase Price shall not be reduced on account of the casualty or condemnation. Seller shall bear the risk of casualty or other loss of or to the Property until Closing. 9. Affirmative Covenants of Seller. Between the date hereof and the Closing, and after the Closing, if applicable, Seller expressly covenants and agrees as follows: A. Seller shall not commit waste on the Property and shall keep it in its present condition. B. Seller shall comply with a:ll federal, state and municipal laws, ordinances, regulations and orders relating to the Property, including, without limitation, all applicable environmental laws. C. Seller shall comply with all the terms, conditions and provisions of all the liens, deeds of trust, agreements and other contractual arrangements which affect the Property and make all payments due thereunder and suffer no default therein. D. Seller shall allow Buyer, and its authorized representatives and agents, full access to the Property at reasonable times. E. There shall hereafter be placed no mortgage or lien encumbering the Property and Seller shall not enter into any agreement, indenture, easement, covenant or restriction in any way affecting the Property which cannot be terminated or discharged at Closing. F. Seller shall give to Buyer immediate written notice of the institution of or receipt of notice of any litigation or threatened litigation affecting the Seller or the Property which would in any way constitute or have the effect of presently or in the future creating a lien, claim or obligation of any kind against the Property. G. Seller shall, at Seller's sole expense, promptly cure and cause to be dismissed of record any violation of any provision of any applicable building code, fire regulation, municipal ordinance, order or other governmental or quasi governmental requirements affecting the Property, H. Seller shall pay all claims for bills outstanding at the Closing or received thereafter for labor done and/or service rendered and/or materials supplied to the Property prior to the Closing, and shall indemnify and hold Buyer harmless from and aga!nst any liability for such. I, There are no existing leases or licenses affecting the Property and Seller shall not enter into a~y new lease and/or license agreements affecting the Property without Buyer's prior written consent. J. Seller will inform Buyer in writing of any material adverse change in the condition of the Property which occurs at any time prior to the Closing Date. 10. _Environmental Indemnification: ReDresentations. A. Seller covenants and agrees that it will indemnify, defend and hold harm[ess Buyer from any and all claims, liabilities, losses, damages, response costs, remediation costs, fines, penalties, fees, and expenses arising out of or in any way relating to the existence, use, or misuse, handling or mishandling, storage, spillage, discharge, seepage in water bodies or the ground water at any time of any hazardous materials, pollutants or contaminants in, on, under, at or used upon the Property (for that period of time during which Seller had an ownership interest in Property) including, without limitation: (i) claims of third parties (including, without limitation, individuals, companies and governmental agencies) for damages, penalties, response costs, clean-up costs and injunctive or other relief; and (ii) costs of removal and restoration, including fees of attorneys and experts, and costs of reporting the existence of hazardous materials, pollutants or contaminants to any governmental agency. Seller hereby represents to Buyer that to the best of Seller's knowledge and belief, the following statements are true, and Buyer's obligation to close shall be conditioned on the same being true as of the Closing Date: (1) The Property including all improvements thereon are free from contamination, that there has not been thereon a release, discharge or emission, or threat of release, discharge or emission, of any hazardous substance, pollutant, or contaminant as defined by applicable environmental laws, and the Property does not contain, or is not effected by: asbestos; urea formaldehyde; polychlorinated biphenyls; underground storage tanks; or landfills, land disposals or dumps. (2) Seller has not given, nor should give, nor has received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand that the Seller has violated, or is about to violate, any applicable environmental laws; there has been a release, or there is a threat of release, of hazardous substances, pollutants or contaminants as defined in applicable environmental laws on the Property; the Seller may be or is liable, in whole or in part, for the costs or cleaning up, remediating, removing or responding to a release of hazardous substances, pollutants or contaminants; the Property is subject to a lien in favor of any governmental entity for any liability, costs or damages, under applicable environmental laws. (3) There is no litigation or governmental proceeding pending, nor to the knowledge of the Seller threatened against the Seller which if adversely determined would result in any material adverse change in the Property included, without limitation, any actual or threatened civil or criminal action brought under any environmental laws. (4) Seller has never caused or permitted any hazardous material to be placed, held, located or disposed of on, under or at the Property or any part thereof, and neither of the Property nor any part thereof has ever been used as a dump site or storage (whether permanent or temporary) site for any hazardous material. The provisions of this paragraph 10 shall survive the Closing. 11. Costs, Seller will pay the cost of its own attorneys fees incurred in drafting or reviewing this Contract and in completing the Closing, the cost of any documentary (including surtax, intangibles, transfer, or other taxes on or in connection with the Statutory Warranty Deed, the cost of recording any documents necessary to complete the Closing (other than any financing documents in connection with any loan to Buyer), and all other fees, taxes, and impositions imposed in connection with the transfer of title to the Property to Buyer. Buyer will pay the cost of any the cost of the Commitment and the Title Policy, documentary, intangibles, or other taxes in connection with its financing of the acquisition or improvement of the Property, 6 and the cost of its own attorneys' fees incurred in drafting or reviewing this Contract and in completing the Closing. 12. Prorations. The following will be prorated on the Closing Date as of 12:00 midnight on the day preceding the Closing Date and the Purchase Price will be adjusted on the following basis: A. Deposits. Seller will retain any refundable deposits or bonds held by any utility, governmental agency, or service contractor with respect to the Property. B. Property Taxes. All real estate ad valorem taxes, special assessments, and installment payments for special assessments, if any, for the year preceding the year of Closing will be paid by Seller. Real estate ad valorem taxes and special assessments for the year of Closing, whether payable in installments or not, will be prorated based upon the latest available tax rate and assessed valuation. Seller acknowledges and agrees that the Property is being purchased by an exempt governmental entity and that the prorated taxes will be escrowed pursuant to Section 196.295, Florida Statutes. C. Utility Charges. All utility charges will be prorated. D. Insurance. Seller will terminate all existing insurance policies on the Closing Date and Buyer will be responsible for placing all insurance coverage desired by Buyer. Any prepaid insurance premiums will be retained by Seller. E. Certified, confirmed and ratified special assessment liens and pending special assessment liens as of the day before Closing shall be paid by Seller at Closing. 13. nd' i n P n. The following are conditions precedent to Buyer's obligation ~o pay to Seller the Purchase Price and to complete the Closing: all of Seller's representations and warranties shall be true and correct, there shall have been no material adverse change to the Property, and Seller shall have pedormed all of its obligations under this Contract. 14. ~lf Seller fails to perform any of its obligations under this Contract, Buyer may, at its option, either: (i) grant to Seller in writing such additional time to complete such pedormance as Buyer desires, in its sole discretion; (ii) demand specific performance by written notice to Seller; or (iii) terminate this Contract by written notice to Setter, whereupon Escrow Agent shall refund the Earnest Money to Buyer. If Seller has fully performed its obligations and Buyer fails to pay the Purchase Price to Seller at Closing, then Seller may, as its sole remedy, terminate this Contract by written notice to Buyer, whereupon Escrow Agent shall pay the Earnest Money to Seller as complete and liquidated damages. Seller waives all right to demand specific pedormance and shall not assert, in response to any claim by Buyer for specific pedormance, any defense based upon lack of mutuality. In the event of a dispute between Seller and Buyer or upon the default by either under this Contract, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, whether incurred in preparation for or at trial, on appeal, or in bankruptcy. 15. Miscellaneous. A. Time. Time is of the essence of this Contract. B. Notices. All notices, requests, demands, and other communications required or permitted to be given under this Contract shall be in writing and sent to the address(es) or telecopy number(s) set forth below. Each communication shall be deemed duly given and '7 received: (i) as of the date and time the same is personally delivered with a receipted copy; (ii) if given by telecopy, when the telecopy is transmitted to the recipient's telecopy number(s) and confirmation of complete receipt is received by the transmitting party during normal business hours for the recipient, or the day after confirmation is received by the transmitting par~ if not during normal business hours for the recipient; (iii) if delivered by U.S. Mail, three (3) days after depositing with the United States Postal Service, postage prepaid by certified mail, return receipt requested, or (iv) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. If to Seller: SUNBELT-DIX, INC. 5050 Edgewood Court Jacksonville, Florida 32254 Attention: Klm Rice Bongiovanni, Attorney-at-Law If to Buyer: Mr. Eric M. Soroka City Manager City of Aventura Government Center 2999 N. E. 191st Street Aventura, Florida 33180 with a copy to: Steven W. Zelkowitz, Attorney-at-Law Weiss, Serota & Helfman, P.A. 2665 South Bayshore Drive, Suite 204 Miami, Florida 33133 C. Entire Agreement. This Contract constitutes the entire agreement between Buyer and Seller regarding the purchase and sale of the Property. This Contract supersedes, in all respects, all prior written or oral agreements and understandings, if any. D. Binding Effect. This Contract shall bind and benefit the parties hereto and their respective successors and assigns. E. SeverabiliO/. If any clause or provision of this Contract is illegal, invalid, or unenforceable under any present or future law, the remainder of this Contract will not be affected thereby. F. Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original, but all of which will constitute one and the same Contract. G. Assignment. Seller may not assign or delegate its duties or obligations under this Contract without the prior written consent of Buyer. Buyer may otherwise assign this Contract, and upon any such assignment, shall be relieved of any future liability under this Contract. H. Amendment. This Contract may not be amended or modified except in a writing executed by Buyer and Seller. I. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws rules. Venue for any action related to this Contract shall be Dade County. J. Broker. Seller represents and warrants that Entrepreneurs, Inc. ("Broker") is the transaction broker in connection with the sale of the Property to Buyer. Seller will be solely responsible for any commission or other charge due to Broker and any other person or entity claiming any commission or fee by, through, or under Broker pursuant to the terms of a separate agreement between Seller and Broker. Buyer and Seller each indemnify the other and agree to hold each other harmless from and against any claims from parties other than Broker for any real estate agency or brokerage commission or other fees in connection with this Contract or the subject matter hereof. K. Disclosure. Seller hereby notifies Buyer that Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk to persons who are exposed to it over time. Levels of Radon that exceed federal and state guidelines have been found in Florida and additional information regarding Radon and Radon testing may be obtained from county public health units. L. Headings. The headings and subdivisions used in this Contract are for ease of reference only and are not intended and should not be interpreted to affect the interpretation of this Contract in any way. M. Construction. Seller and Buyer acknowledge that each has reviewed and revised this Contract and consulted its own attorney(s) regarding the same and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Contract or any amendments, exhibits, or schedules hereto. N. Confidentiality. Seller shall hold in strict confidence the terms of this Contract and the identification of Buyer. Seller may only disclose the terms of this Contract to Seller's legal counsel and accountants if necessary to advise Seller in connection with the sale of the Property to Buyer and shall c~use such counsel and accountants to, in turn, keep such terms and the identity of Buyer confidential. O. Exhibits. The following Exhibits attached hereto are incorporated herein by reference: Exhibit "A"- ' Legal Description Exhibit "B" - Affidavit Exhibit "C" - Escrow Agent IN WITNESS WHEREOF, Seller and Buyer have executed this Contract as of the date indicated below: Signed, sealed and delivered in the presence of: SUNBELT-DIX, INC. Print nameL By:. Print name:. Its:. Date: ~te:City Manager~ Approved ss to legal form and sufficiency: City Attorney 10 EXHIBIT "A" A portion of Tract JJ of -FI FT~ ADDITION BISCAYNE YACHT A~{D CC%/NTRY CL~/B", according to the Plat thereof, as recorded in Plat Book 99, at Page 20, of the Public Records Of Dade County, Florida, being described as follows: Beginning at the Southwest corner of said Tract JJ; thence North 30 00' 33' West along the West line of said Tract JJ for 293.46 feet; thence North 8%o 46' 45" East for 135.49 feet; thence North 730 25' 35' East for 610.11 feet to the East line of said Tract JJ; thence South 9° 08' 21' West along the East line of said Tract JJ for 465.95 feet to the Southeast corner of said Tract JJ; thence South 870 35' 46" West along the South line of said Tract JJ for 630.00 feet to the Point-of Beginning. EXcept that portion of TraCt "JJ" of "FIFTH ADDITION BISCAY/TE YACHT ~D COUNTRy CLUB, according to the Plat thereof, as recorded in plat Bock 99, at Page 20, of the Public Records of Dade County, Florida, described as follows: Commence at the N.W. corner of said Tract #JJ'; thence South 3o 00' 33" East along the West line of said Tract 'JJ' for 7.51 feet to a Point on the Southerly right-of-way line of State Road 852; thence North 81o 46' 45' East along said Southerly right-of-way line of State Road 852 for 80.00 feet to the ~int of beginning of the parcel of land hereinafter described; thence continue North 81o 46' 45' East along said Southerly right-of-way line of State Road 852 for 36.00 feet; thence South 8o 13' 15" East for 64.00 feet; thence South $1~ %6' 45' West for 36.00 feet; thence North 80 13' 15, West for 64.00 feet to the point of begiruning. 09/15/96 M0N 12:38 FAX 305 8--54 2323 WEISS SEROTA & HELFI~IAN EXHIBIT "B" THIS ~NSTRUMENT eEl/PaRED BY AND sHOULD BE RETURNED TO: ~5 S. B~ore D~, S~tc ~4 ~m~ ~ 33133 For R~ordlng Pm'l~es On17 AFFIDAVIT STATE OF FLORIDA ) couNTY OF - ) BEFORE ME, an officer duly authorized in the state and County aforesaid to take acknowledgements, personally appeared, _ (the ,,A~fiant"], who being first duly sworn upon oath, deposes and says~ of Sunbelt-Dix, 1. The Affiant is the _ -- Inc., a Delaware corporation (the ,,Corporation"). 2. That the Corporation is the owner of fee simple title to the real property described in EXHIBIT "A" attached hereto and made a part hereof located in Dade County, Florida (the ,,Property"). 3. That the address of the Affiant is -- of the 4. That in his/her capacity as corporation the Affiant is familiar with the names and addresses of every person having a beneficial interest in the Property. 09/16/96 MON 12:35 FAX 305 854 2323 WEISS SEROTA & HELF~ ~003 5. The names and addresses of all persons having a beneficial interest in the Property are set forth in EXHIBIT "B" attached hereto and made a part hereof. 6. That the Affiant is fully authorized to make and sign this Affidavit on behalf of the Corporation and that this Affidavit is based upon personal knowledge. 7 · This Affidavit is given in compliance with the requirements of Section 286.23, Florida Statutes, and made under oath, subject to the penalties prescribed for perjury. FURTHER AFFIANT SAYETH NAUGHT. 1996 Dated: __ sworn to subscribed before me thisday of, __, who is [ -~--(check one) personally known by to me or [ ] has ~roduced identification- ~otary Public (NOTARIAL SEAL) Printed Name: My commission Expires:_ EXHIBIT"C" Escrow Aaent. A. Escrow Agent shall deposit the Earnest Money as set forth [n Section 3.A hereof. Escrow Agent shall disburse the Earnest Money to Title Agent on or before the Closing Date upon receipt of written notice to such effect signed by both Buyer and Seller. The disbursement of the Earnest Money shall be by wire transfer or in some other immediately available form as to allow Title Agent to disburse same to Seller at Closing. Alternatively, upon the mutual agreement of the parties, Escrow Agent shall disburse the Earnest Money directly to Seller as part of the closing proceeds upon receipt of written notice to such effect signed by both Buyer and Seller. Buyer shall not be considered in default or have any liability for Escrow Agent's failure to deliver the Earnest Money as instructed and required herein. B. The Escrow Agent agrees to perform its duties as required in this Contract. In the event Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Contract, Escrow Agent may, in its sole discretion, continue to hold the Deposit which has been delivered to it until the parties mutually agree as to the disbursement or distribution thereof or until a judgment of a court of competent jurisdiction determines the rights of the parties thereto; alternatively, Escrow Agent may deposit the Deposit being held pursuant to the terms of this Contract with the Clerk of the Circuit Court of Dade County, Florida, and upon notifying all parties concerned of such action, Escrow Agent shall have no liability by reason of its acting as an escrow a.gent hereunder, except to the extend of accounting for any of the Deposit previously delivered out of escrow. In the event of any suit between Buyer and Seller in which Escrow Agent is made a party by virtue of its acting as an Escrow Agent hereunder, or in the event of any suit in which Escrow Agent deposits the Deposit or any other funds being held pursuant to the terms of this Contra. ct in any interpleader action, Escrow Agent shall be entitled to recover its costs in connection with such suit, including reasonable attorneys; fees in all trial, appellate and bankruptcy court proceedings, which shall be payable by the non-prevailing court proceedings, which shall be payable by the non-prevailing party. All parties hereto agree that Escrow Agent shall not be liable to any party or person whomsoever for the failure of any financial institution in which the Escrow Agent places all or a. portion of the Deposit, or for misdelivery to Seller or Buyer of the Deposit or other funds held pursua.nt to the terms of this Contract. Buyer and Seller acknowledge that Escrow Agent represents Buyer in connection with the acquisition of the property and Buyer and Seller hereby waive any claim of conflict of interest by reason of Escrow Agent's actions in that capacity under this Contract. WEISS SEROTA & HELFMAN, P.A. Eeorow ^ge t (3 9klINN-DIXIE/ACCI IEL:305-783-2596 Jun 16,9~ 14:IS 1'.1o.(~15 F'. :, owNER'~ ~U~ 11 -00- 945697 sU~EC1 ~0 TI IE EXCI UBIONG FROM C~VER~E. THE E~E~IONe rllo~ ~ER~E OON~A NED It~ ~HEO[ Jl ~ 8 AND 'IHE CONDITION5 ANO 611PU~TION6, ~ERB TITLE IN~E OOR~}RATION a V,O~~a ~al~, t~mn clfl~ lira · FROM OOVliflA~ ' ; or f.,IiXOI.UlIONIi baa ~," r~ - ~ - ~ ~. ,-~ *~, e~H Io the e~am ~,m~,.~ ..~.~ ~ I~ P~= r~de nt Oa~ d I~hw. 2. ~ ~ ~ hal ~I~ P~ 10 ~lt ~ ~ ~ ~ul~ ~ ~,~,,. 3. created, s~e,~, as.~ed or .gr~ m ~ t~ InaUr~ · ~da at Dale ~ ~, b~ k ~n Io Um Insu~ ~ima~ and ~ (0) r~u~lng In no ~sg ~ demmge to Ihe ~suf~ (e} r~gInl~; O; dam;ge wh~ ~d n~ have ~en ;~m*n~ cj~iNN-DIXiE..F,:;LI ..... 1EL:305-785-2896 .Jun /6,95 14:13 No.uJ. 5 F' .]UH':_[t. 19:1~' J';.': IT-.' S1EP. Rt.F~ I'J~I'I~'IER - " .............. ii O dele e~c,c,~i ur~eHha le~m~ PI Ihd~ ¢,:~Y. wl~iillliir &'tie I I'NI I IUN Ut I CT tf~l~' ' : ~)r nil a shall be ka~.l~,_ ~.,,.~. q ,he Co~ tollc~.~ng letrnl~ wtmn used In INs Ixdloy mia, (Il ,~',u : . -- .,., e.-.* had iirseIrtallrte mt~nea,~su~--.* this 13Bt~IapH. if ahWI do eo diligently. ihteo(delenseetlmCOm? ty _, ,.....medlnlutedbyol.m etonoflew fat WI~W~rtheC'Ompm~Ym" ,k ,,,,~,ldnngdthisl~itcY thiiCom- OM who ttcceed TO if ~e Taler esl r.. um ;m .-. Imitted ilie IJ ........ ' T di~tingu~dmd Ir~ pu~ofm~e it ~udlng, bUt nol llmRed in. hehk dl~rlbuleee. wises,, au~dvcvs, per~.?nal ¢ipreeenlaifw,. next of kin. o~ oorpa~ale or e delense_e~:ee~ueU~?l~l~don tol~b~ii~erm.~.tion ~ ~.~.o~..::to~n.C~no eP;~: (bi in,u~ed da'ma I'. an In~uTed obllmlno toIe m' damage, item any adveff, e jude, · r thru Uoy p er~te or r~,:luk, Ihe ~.nrn~..P.t..°; ,, .. , ,,~nc~vn": e~XuAl knowledge,..nol o~nStt~t.?_ Iceweswhee po tn id)Init ......... no~T or 13mcaea D -m...4ed~ o¢ i~uUoe whl~l Ina)' ~'~ "..',1-'"' ~. ...... eoo~d8 whloh import ~hal eeOdtl Ia me -~'...~-~'~l~ ;l~'llpDeel$ therein, end I~a'TTIIl.!.he .......... h,. lind ~e~rlbnd el afar r ed I° In S°hedul~ -A~'~dtetlrm~ Pale'l° u~e' at ~ °'~m'n-' In"e" ~ If mJrIKl' iii the O°mpany'k e~pen"' ~-]-"" id) emu: , - high lewOonet~tUtafP pmpem/ ,m! tm,.~4~tedbytheGompmq,:-:- hind" does not kt~uoe a~( p,,.n,=, ,; ,'~ Z." ..~- i,,le~e~t, Miata Of ee ~,emenT evidence, obTll~lng WlUleeae~ I , _n)~,., ~ ,..~, n~h~r ~r~ul OUt wh~Oh kl thii 41rein I~K fllodh'y Of xm~t um ,~..~., .-., te OS img ~,,~ ' ha lend Ii b~ured by thl, pollny' * d the inaUfmJ TO luml~ - ?. '_~"~',~T e"l~fl"t etm~n et e h~q udlng any Im~uflY (ii) "modongii": me, at, ge, deed of tr~et, trust deed, o~ othiir lecut~Y o the Inauled undel u~l ~",.1 ...... ~U,*li~. whh tee&rd to aloes t - ~..~,-..-~ .',,~.-~"Utii OS Oor~lr~u~ a., ..-'~' , IX obituaries1 tO u~w,s,, p ..... ,~, ,..~.hrml lion. tho malliif Of metlife reqUltlno ~.T'~.. ~-.-- e nattunle~tt ,. . . ,, ,.-4 rider ~ghite etatu~l el Datii ~¢ ~k:y IC4 fha purl~,o a~ ~m~am? .~,.,~ ~v'~oull~7,vhidge. With reepeot & pROOF OF L088 01t DAMAGE. In ilKIdilt~n lO arid ~fle r th~ r.,.d~ee teqT;Ired under ~.,lk,n 3 c~ tepee Con. pwom to ~ the Ineured (::lBlmlh! ehaH be lurnbhed o ~ec(k~t 1(a}(w) o~ tn~l ~.-.u,'..._'~-,~,~.n ITena fllpd In the reoOeds el the ..(~_r..,l( ditlo~ lind ~ifp~daifone have b~ provided the C.,'./:npsny, ii fxOO( Of ,I,O I~dude nnv'h'cximQr~.m/IX~'l~'~ht dlettU in whlOl the and il k)oalw,. OS di~n~ll elgned, t,.r~. ,.~P~ ,.._,.. e,f~e I. Incised daimenl ~,# e~,oe~dr~_ I' Ii',a U~e to thiiiand' fl°~ w~uc~eO °r eeebep e° redeg the been d caJ~ no . e~lllUe e puroheser ~ lie eerie .o.r..,,~, h,, vldua 04 · contractual Condition Ineu iilnll r~/t-= I~W; · ullit the 6rno4J,,k iihi to the ext~$t I'x~ble, ~e Of I~ein~#ed reteeeed/mm the obhgatlon ~o pu,u ...... iW'td ehall ~ Z,._%_ii if IhiiOosnPanY le pre~ by ute fa~u~ ...... *,',~ teuuidng the de~ve~ Of merkeb~ble title oflhek3eaorow~"]u '_ ..... .., _...,t ~d Ices Oi' damage trw ~.u,,,t..,,.. 2. CONTINUATIONOFINBUI=bM4CEAFTEROONvEYANOEOFTITLE' dekllP'ntt°13°v -"'"*'" )ene'~"'vshWlle'llnatiilncJudlngenYl~d~'l~- o~llne~x'~ ~thelllaUfm) u~ ~'~' ' - ~'--"~-- "'-o env lit~getk~n, wIf,h re~iirc] M o-bllgetIco TO delend, pro~)cu~e, o, w ....... , hie IIW M'~II continue It fo~Oe ~ Of Datii c~ The c~verege el t po _ ..,-. U..urmS retain, in estate Os i~tereel in tr~or ot in Ineured 0~1~' ~0 .l~..n~ e.~.,~.,~,~,,~-f~ l nurofT~e money mos- matter Of mittom fequlrlno ouch ~'o~ el leu et damagii the ,n th i lend, ~ holdg ..n in ~.u~,,.,·,..O~hee~ i.~'-r~': ~T-~nly'flo tong a, the W, um~' r i ole~,,ent may r ea~nebly be ,~'luired to sut?'n" tg,ee given ~ ii Poscnae.~',~'~pente of we runty mldi by the Insuteo ehlll have hnt~llty ~ rea~. v,_.~,L= ,-:;;., or InteriOr. Thi, policy eha~ not i. any Sander Or CO?~ .nee u~ ?.g-~"~l~'~ Irom the [neurod of either (Q en c~nrinue k, farce ~n lever o~ any pu~/_..~'=~.,_~....,,, secured by ii pufche, M est&la c~ Inlef~t in the lard, ~ (11) iii ~nuut,'~'r" tunney modOeOe given to the Ineuted, NOTIO OF CLAIM TO BE OIVEN BY INBURED OLAIMANT, Meos~tb~ ~)deln TO the b~ i t , the'lnBured ciaimenl ~31all grant ~ Lied Tersriisgnteifve Of fl~ Con p: ~ ....... nt~tlw rd the COtlipe, nY ii 3 E ............ f.~....,., nromoify In wtltTng (I) in. ca,.e ~ ~1o~, in w~itlno, los any authortZeu rut,v,,.. , ... ,,,..,. ,ne, ,......" an/litluMIon as sol fodh I ?..* .m~_, ~.,'?./,.' ~ Title'~r Inlertst which I1 adverse reso<x~Of~oe, end memoranae m~ ,.,,,x ....... ,~ designated aa eon, Come lo eli insured I~vTeunoN O, .az ,-,.. ....... te~r~nebfy pedal~ to lite ioea et damage ~'Y,. "'-" '"'" o, inlO~eel, eQ ne~ad end which might cauSe 1om e TO~ wa,on ale ,~.u,,,~,. ,; . . ~ unmatXelame, Ider~tlil .by. _, ~. ,*~.doeed in other, t nlee~ in lbo ti , le*~,',,* of O demlU eS le I~l[ red m rejected ~eoflon 011~1t no~ t~.~ u,.~_~ ..... b,~ tho lidm~i,trelRtn of IhrJ Olatth. [~t ) f title lO if~ estate O( g,nl.a , , ~., ~he) Comoa~Y, then el to the Inlured Of the CompanY, e I! n,~,~,.y,-., ':-...l-orion undeT tleth, 131t~luoe Os' m, ,o w,,..,, .,., ,.,.,- ..d,, th. ........ """' ""°"'"'. ~ioy u~e~nythe Company ehldl be p~eJuu .... ,- termlnalii any liability el Ihs Company undel this I;Xa~W el TO thai to Ihe extent Of tl~ TERMINAl'ION OF UP, I~itj 4. In cilia d 8 claim undoT thltl ~olk,-y, the Compel~y I. hT~ll Itav~ thii IoflOwlng OLAIMANT 'TO COOPERA'TB. r uee~ tt~ I~eosed end lubJeol ii the option, oof~. addlifonW oPifOre; (e) UP~n writ?ri ~ :r',t~/~.l.I u.n,~ nd Gtil)ullitonls. tit CompI~Y. e.t meet of the Amount Of Ineurino& . . (a) To Pay m Te~dii~_ ..l.?Y._,.ugwamou~ltdkim,rnhcgunderth~sP°!_~"Y dlt own cot{ anti without Os.easonable delay, lhafl l)rovtde lor lite dalolTse togMher wl~h arty ¢oel~, atica ~eY~ ~m~u r- . Of e~'l inBUT(KJ ITt littgalK)n Itt which any third 13aUy a~ed, ii cgelfT1 idver~ to he t,t~ or interest ,B Insu ........ ,her metier ineurnd against by Or tendm Of paymafd nftd~wl~h~tl.~..a~.dtheso~os~ ~lebailyefxlot~.Un iillegin~l · delecl. Eon Of. e .n~'~,.,~[ef,,~o.. ';,~,~; tO seleof counsel el it, choice ,m~Bi- ", ' ntfequ, nd UpOn ,eliot th~'lto mek~ ~ , thio po~..'y The Company Shill nevll ,,m .,v · it~ i~v~f~e Dy t,f~ ' e (~ubl4,~:.t to Ir~e tight nl the in~utnd TO Objeo~ los r eaVOS'T~bll cause) t° tePre' lien, TO the I~'eu~ ~d ur tdar t hi' P-al- - kl?:'-;I - ,-.r Obt'n ethos ~letar rd. l.osecuh~. ° ~e,,t the mSured Il tO Tho~ ,islets ceut, et Of iioliOn and chili not be Illble eha{I efmlnate..In°ludlng-~ tn~.."~'~hall ~ ~t, tend(,ed to lie Gompa,~ lur and will r~OS pay the (acs el any other COUnBOI. The Company will ('~ot pay oor~inua 8ay litlO BtlOn, e~o, . Y'~' c, au~e~ Or ic, T,on wh~Gh allege met~e~· not in,died agaln~ by th~ policy. (bi To Pay ot' Othel~,e {~ettlii With PefUel Other Ihiin the Ineufad ~lf W[Ih thii Insured Claimant. h v~ if~ right iii flI O.,¥n c.(~ld. TO Ih,llUJ1e end name i)~osecute any acdion Of 13¢oceedlnO O( to,.~_~ =.,..,[ ~,u. To the estale nr intefeH. (q tO pay' Of OIheTwiee ~etlie with othOE parlml~ fit n~ Tn tho ~v be nice',aery Or da,ir ahla to elltabl~e~rt uw ,,,~ ee~.~.~ ~ ,~f ~ ~ ~"~' 9t, JINN-DIXiE/F~CCI ..... TEL:305-?83-2896 Jun 16,95 la:IS Iqo LAWYERS 'rlq'l.E INSU~NCE CORPORATION OW]~,R'$ POLICY i. N,~,n~ o.f In~sred: SunbcR-Dix, Inc.. ~ Dol~w~re 2. T/~¢ ~$tut¢ Or fmtr¢$l In Ibc land ~fch ~ conrad by tM$ pollo7 Is: Fcg g{mpl~ land r~ferrtd to In tiff~ policy Is d~tcrlbed g~ ,1'ollo~¢$: £~blbit 'A' Al~.bed Hereto ted M~e · P~ H~reof. STEARNS ~qiiAVBR MILLER WEIgSLliR ALHADEFF & SI~I'ER$ON, p,A- ~00 E-~t Browmd Boulevard. Suil¢ I~ along I1 feat to the ;a~t line of said ~h~ ~et line of s~ld TraCt d~ for ~9).4~ feetl thence North el° 4~' 45" reel co the 8ou~e~ ~' .~.~ {or 6~0.00 (eel to the ro..~ ~ . · ,.~.~ .~eton of Tract J~ - . .- .~ . ~Ook 99. ac Page 20, f,[ the public Except v,,~ r:[-'.~.,, thereof, 81o 4~' 4~" sat along said 8out. her]y right-of:Wa~ line of ' ~r[~et to thl Po~o 46' 4," East .]on9 .aid So,Itherly ~OV 64.00 feet to th~ point o~ begl~lng, I '. t.~'~E.- . LAWYERS TITLE INSU~NCF, CO~ORATION ,~/ O~R'S'~LICY 8C~D~E B Cae~ Nu~er 113- 00. ~7~ls policy does not Insure asainsl Io3s or dnrn~le (and Ih~ Con~a~ will not pay cost3, atlomO's ' ~{ or ~nses) .'hich afire ~ re.on I. T~ ~d a~e~m~u~ for ~o ye~ 190~ ~d ,ub~equeut ye~. ' Rcltdcllons shown on Plat ~rd~ In Pill ~k 9~. PalCO 20~ 3.R~mcnt(s) ~ ,hown off Pill r~rd~ I~ Plat B~k 99~ PoSe(s) 4.~{e~ntlofl of e~emant(s} ~ set fOflh In ~l~monl re~rd~ {~ O~uJ~ R~orfls ~k 9~79. Page 152. 5.Rese~ntlon of non~cluelve c~o~mfll(a) ~ ~ [0~ ~ ~t~m~t recordod in OfflcJn{ R~fds B~k 12805. page 2184. 5. Rescue(loft of cue~l ~d S~lta~ LiB Station Age, meat ff ~ fot~ in j~lmment racordcd ~ Offici~ p~c 22i4, Ajr~men~ wl~ Dade ~uu~ rwotd~ ~ Offioi~ R~otds Book(0 13125, Poga Restflctlo~ for BIs~yn, Vfllasc ~rd~ la Offlcl~ R~s B~k(O 68n9, P~o 4; ~s ........... 9. ~cm~ul(8) ~l~ m Mi~ Dado WmWr ~d ~We{ Au~ofl~ ~ ~ Official R~or~ B~k 11141. PArle 1733.  R~g~atlon of e~em~{O) for ~gre*~ ~d ng~, ~ Sc fo~ In ~t~muul r~ I. Official R~* B~k 105~. P~{e 50l. I 1. ~meut/Agr~men~ wi~h FIo~da Power ~d L{~I Comply r~~ in Official R~o~dl B~k 98~0. page { 119. R~rd~ B~k 6~{~ Palm ~6L :~ Alr~l ~ D~l~fion of ~e~ ~d ReltdclJO~ ~ ~ ~JflcIM R~Id$ ~k(I) 11246, Page 944: Omel~ R~ B~k {ISM, p~e 1052, J1431. PaSe 16. NOn.reclusive gr~l of ~etn~nl ~d S~II~ LIR 9{alion Agt~m*nt r~0rded In O~cl~ R~rds ~k(s) ~um~t{l(a) gr~l~ DMe ~ly for highway pu~sms ~td~ ~ Official R~ B~k 16240. Page 3~. ~¢IneDUI£ B-2 CONT'D- 'Fac proper~y or a potion thercof hcrr~ desc~b~ ~g ~lflcJ~ly flll~ ]~d i. wh~l w~s formerly navigable waterl. control over n~vlgnble wal~s In ~e tal~resl of nsvigstlon ~d con~e~e ~nd the In~lic,able Hghts of lhe Slnle of FIoHds d waters of such ch~i~t~t. , ~ ......... Llcen~ Agteetnenl betw~n D L ~uity ~r~tlon ~d Olend~ Federal B~, F,S.B. ~ecmd~ In Offlcl~ ReceSs a~k(O I~, Pal~ 4324, 20. Mnilers ~ ~how~ by ~I cons~ survey dnmd July 13, 19~4 ~d revls~ u of Febm~ 15, 199~, prep~e~ by M~uel G. Vets nod AllOt., ~¢., ~der lob NO. 950506. AI,L OF 'I'H~. AI)OVE.REFF, RBNCED DocUMENTS ARE REcORD£f) IN TIlE I,UIILIC RECORDS Oi' DAf)E C~OUNTY. FLORIDA, Schedule B-2 Page 7 No. 113.OO.945697 oRIGII~AL 9kIINI:~-DIXIE/RCCI TEL:S05-?83-2896 3un 16,95 14:1/ No.Olb i- ,. ..... I > . ~ an msu ~ o ~ , ..... ~ --~S I~ur ed ~ ~ Inwred cia,m, LIABILI~, ~ ~ eX~ Uf~efgt~ Ihll I~ 6~ff ~ I~&l Jfh~6 ur~er this ~ It,e C~pany up Io 1he time d ~yfne~ a,d ~ch the . U~ the e ..... ::, ,-- ~--~'l o~ial i~s o ~e ihlur~ U~el tho ~euted hlt Iflflid. J&~. ~ m ~ · 7. UETERMINA1 ION, EXTENT OF LIABILITY AND ~INBURANOE. la. FAYMEN1 OF L088 ~mg~ ~ the payment ~leaS ~e ~ hag ~h Io~ ~ deSt ~ (a) ~ he lia~hly ~ Ihe C~pa~ undm Ihl~ p~ ~BII ~ e~ the fl~ In ~da~ w~h Utese ~lldR~o~ ~ ~[~l~tlo~, the loss tea~ ~: dem~ge ~"~ ~ I~ble ~th~ 30 dG~ Illel~le~ ~ Ihe ~nt.~ tnsur~ flared In ~h~ule A; m, (~) thedllfe~e~e~t~anlhe~lue~ll,elnsu~eleOrlme~elt 13 8UBR~A~ON UPON PAYMENT OR ~E~LEMENT. es ,haut ~ lad Ihg vilug (~ Ihe inSuf~ ~tate ~ ,ntere~ ~bJ~tto the dMZ, (~ ~e ~mpifly'e R~hl M Rubr~allon. ~le~r the ~Y ~IN Itl~ settl~ a~ ~id a clown u~e~ i1 1he C~f~ ~afl ~ ~ated to and ~ f,lflled 1o all f~l)i; Fief Ida p~.;l(~ ) rent.ia& ~ the in~r~ ~l~na~ ~ld he~ h.d ege~ at~ i~reo~ ~ prepay ~ . .~ .~.:~.~ ~h~k lf~n~ Ih the ~m ~laet~ ~ the C P ~' . ..... ~fl ~[ LHn~V It~ry · l R hm ~Nn~ N~-I~luced 0~ E APPO~IONM~NT. , Mlml~ a Il le I~& I~ I I~11 Ii g~bli~ ~llf~ ~e ~ more ~B~Ti~. g. LIMITATION OF LIABILIIY. - ~. ~ Riilal In ~fl N Dale ~ lien ~ e~l[~ - ,_~.~.a~lydt~Ldul~[~,~f~ ~ll~toin~litlw~ie~t~ ,~,~. ~md,xn. ~ ~ h~ I~ ~ ........... .d wareS. Ar~rat~s} m~ ~ an, ~ ~P~Y In ,- m~mlion .,nder tO thai ma~( &~ ~i. ~ ~.:::::_:- ~,~na Illiolt~ ~ the C~ Thg I~ ~ ~t ~UO ~ the ~nd ~ daf.egg unl~ there na~ ~e- ~,~ealo thlml.~, ad~ae lo the I.~e IE LIABILI~ UMIIED ~HI8 POl~; ~t.l(~ ENTIRE ~N1 9WINN-D.~XIE/ACCT ..... TEL :$05-?85-2896 Jun lb,~J5 14:1~ Ho.uib ~-.i,_~ (OJ NO Im~me lt~. -~ -..~ ~MO llon~ ~ eKher tho ~dvlsad ~lt , ~- ~_ ~fllSC~* ~0 ~ors T#lo lnsuuat~l Cof~ral~ eLI OF TITLE INgURANCE WORD OF THANKS,,, records, We w~nt lo expi'e~,s ou; eppmc, ietlon el this evidence el your lOdh tn Lawy~l Tills h~lurlu~ce CorpOretson. Ther~ it no lecu,lnO p~lmlut~. .jills i.~llcy prOVldea valusble title pf~eclion ~nd we sugg#t i~u ke~PIt in e ~e pla~ where ~ w" u~ .... yOtJ havB any qtjlllions fltx~J[ th! I~roteOtlon provided by Ihit polio/, COn!IICI Oofleumol Alls~fl Oopsrtmenl P.O, Box 2?$$7 Richmond, Virginia ~3~al lOLL FREE NUMBER: t'l100'446'70B(t . -- .... '--- -- ~ ........ -'" --"':---" CiTY OF AVENTURa 2999 N.E. 191 ~T STREET Sure 500 AVENTURA, FLORIDA 33180 OFFICE OF THE CITY MANAGER September 26; 1996 VIA FEDERAL EXPRESS Kim Rice Bongiovanni, Esq. Winn-Dixie Stores, Inc. 5050 Edgewood Court P.O. Box B Jacksonville, FL 32203-0297 Re: Proposed Real Estate Purchase and Sale Contract between Sunbelt-Dix, Inc., as Seller, and the City of Aventura, as Buyer (the "Contra~:t") Dear Ms. Bongiovanni: Enclosed are two original executed counterparts of the Contract. The contracts have been executed by the City of Aventura. Please have your client sign both counterparts, have them dated (including the first page), and witnessed. After this has been accomplished, please forward one fully executed counterpart to Steven Zelkowitz, Esq., of Weiss Serota & Helfman, P.A. Should you have any questions regarding the foregoing, please do not hesitate to contact me. Eric M. S~rok/A City ManAg_~ EMS/ne cE~Closures ~, Steven W. Zelkowitz, Esq., City Attorneys' Office (without enclosures) ~vTeresa M. Smith, OMC, City Clerk (without enclosures) Harry M. Kilgore, Director of Finance Support Services (without enclosures) CM0103-96 PHONE: 305; 466 - 89 ! O..FAX: 305 - 466 - 8939