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HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-089 First Amdt to Contract Sale_Purchase Medalist Group_Culver's of TamaracTemp. Reso. # 13831 August 24, 2022 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. 2022- DF? A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING A FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE BETWEEN THE CITY OF TAMARAC, A MUNICIPAL CORPORATION AND MEDALIST RESTAURANT GROUP ll, LLC, D/B/A CULVER'S OF TAMARAC, ATTACHED HERETO AS EXHIBIT 1", AUTHORIZING AN EXTENSION OF THE APPROVALS PERIOD, NUNC PRO TUNC TO JANUARY 16, 2023; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Florida Statutes provide that municipalities shall have the governmental, corporate, and proprietary powers to enable them to conduct municipal government, perform municipal functions, and render municipal service, and exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, Article IV, Section 4.07 of the City Charter of the City of Tamarac ("City") empowers the City to adopt, amend, or repeal such ordinances and resolutions as may be required for the proper governing of the City; and WHEREAS, The City of Tamarac approved a Contract for Sale and Purchase (Contract) effective October 14, 2021, between the City of Tamarac (Seller) and Medalist Restaurant Group II, LLC, d/b/a Culver's of Tamarac (Buyer) via Resolution TR-2021- 13700; and WHEREAS, The Contract for Sale and Purchase has a specific period known as the Approvals Period (one hundred and twenty days following the Inspection Period) whereby the Buyer obtains all necessary "Approvals" to construct a Culver's Restaurant 136967692.1 Temp. Reso. # 13831 August 24, 2022 Page 2 of 4 with drive-thru service; and WHEREAS, the Buyer is currently engaged in securing a major site plan approval from the City in accordance with Section 7 of the Contract; and WHEREAS, the Buyer has requested an extension of the one hundred twenty (120) day Approvals Period for an additional one hundred and fifty (150) days providing for a total of a two hundred seventy (270) day Approvals Period to allow for ongoing approvals to facilitate the construction, completion, and operation of the contemplated restaurant on the Property and all related structures, amenities, and improvements; and WHEREAS, an additional one hundred and fifty (150) days are needed for reviews and approvals for a total of two hundred and seventy (270) days as described in Exhibit 1" attached hereto and incorporated herein ("First Amendment"); and WHEREAS, the Director of Community Development recommends that the appropriate city officials be directed to execute the First Amendment, extending the Approvals Period from 120 days to 270 days or January 16, 2023; and WHEREAS, The City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the business owners, residents, and visitors of the City of Tamarac to authorize and direct the appropriate city officials to execute the First Amendment to extend the Approvals Period nunc pro tunc to January 16, 2023. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA.- Section 1: The foregoing recitals are true and correct and hereby adopted as the legislative and administrative findings of the City Commission; all exhibits attached hereto are incorporated herein and made a specific part of this Resolution. 136967692.1 Temp. Reso. # 13831 August 24, 2022 Page 3 of 4 Section 2: The appropriate city officials are authorized to execute the First Amendment attached as Exhibit 1" on behalf of the City to extend the Approvals Period nunc pro tunc to January 16, 2023. Section 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 4: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Section 5: This Resolution shall become effective immediately upon its passage and adoption. "The remainder of this page has been left blank intentionally" 136967692.1 Temp. Reso. # 13831 August 24, 2022 Page 4 of 4 PASSED, ADOPTED AND APPROVED this 24th day of August, 2022. ATTEST: KIMBERL DILLON, CMC CITY CLE K MIC ELLE J. GOME MAYOR RECORD OF COMMISSION VOTE: MAYOR GOMEZ: yes DIST 1: COMM. BOLTON DIST 2: V/M GELIN v6s_ DIST 3: COMM. VILLALOBOS y jFS DIST 4: COMM. PLACKOy� APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE UEjE AND RELIANCE OF THE CITY OF TAMARAC ONLY. �-"- ® a W•- 136967692.1 FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This First Amendment to Agreement of Purchase and Sale ("Amendment") is entered into as of August 24, 2022 by and between Medalist Restaurant Group II, LLC d/b/a Culver's of Tamarac ("Buyer") and City of Tamarac, a Florida municipal corporation ("Seller"). RECITALS: A. Buyer and Seller entered into that certain Contract for Sale and Purchase effective October 14, 2021 relating to Buyer's purchase of the Property from Seller (the "Contract"). B. Buyer and Seller mutually desire to modify and amend the terms of the Contract as follows. NOW THEREFORE, in consideration of the premises, the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: 1. Recitals/Defined Terms. The recitals set forth above are true and correct and are part of this Amendment. The terms used in this Amendment without definition shall have the same meaning as when used in the Contract. 2. Approvals Period. The Approvals Period is hereby extended Nunc Pro Tune through 5:00 p.m. on January 16, 2023. Simultaneously with the execution of this Amendment, Buyer shall deposit an additional $30,000 with the Escrow Agent (the "Amendment Extension Deposit"). Buyer acknowledges that the Amendment Extension Deposit, together with the Deposits, the two (2) previous extension deposits under the Contract and the Amendment Option Deposit (if necessary) (collectively, the "Contract Deposits") are non-refundable and shall be applied towards the Purchase Price at Closing. Buyer shall have the option to extend the Approvals Period for an additional thirty (30) days (the "Extension"), by delivering written notice to Seller no later than three (3) days prior to the expiration of the Approvals Period and deposit an additional $15,000 with the Escrow Agent (the "Amendment Option Deposit"). 3. Closing Date. The closing date shall be no later than ten (10) calendar days from Buyer's receipt of the Approvals. 4. Scope of Amendment. In the event of any conflicts between the terms and provisions of this Amendment and the terms and provisions of the Contract, the terms and provisions of this Amendment shall control. Except where specifically modified by this Amendment, the Contract shall remain unmodified and in full force and effect. 5. Counterparts. This Amendment may be executed in any number of facsimile or electronic counterparts each of which, when taken together, shall constitute one original. [SIGNATURES ON FOLLOWING PAGE] 136625709.2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above. Buyer: Medalist Restaurant Group II, LLC d/b/a Culver's of Tamarac,., By: Print Name: Or-, r 4 /LA. — Title: __ iC►'J h�+�i.� Seller: CITY OF TAMARAC, a Florida municipal corporation By. Print Name: [C oM 6 Z, Title: M Pt - --to ►Z 136625709.2