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HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-009Temp. Reso. # 13891 January 25, 2023 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. 2023 - DO A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING A SECOND AMENDMENT TO CONTRACT FOR SALE AND PURCHASE BETWEEN THE CITY OF TAMARAC, A MUNICIPAL CORPORATION AND MEDALIST RESTAURANT GROUP II, LLC, D/B/A CULVER'S OF TAMARAC, ATTACHED HERETO AS EXHIBIT 1", DESIGNATING A NEW ESCROW AGENT, CONCLUDING THE APPROVALS PERIOD, AND RESETTING THE CLOSING DATE, NUN PRO TUNC; 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 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 City approved a First Amendment to Contract for Sale and Purchase (First Amendment) effective August 24, 2022, between the City of Tamarac Temp. Reso. # 13891 January 25, 2023 Page 2 of 4 (Seller) and Medalist Restaurant Group II, LLC, d/b/a Culver's of Tamarac (Buyer) via Resolution TR-2022-13831; and WHEREAS, The Contract and First Amendment (collectively, the Amended Contract) has a specific period known as the Approvals Period that was to end on January 16, 2023 subject to an allowable 30-day extension whereby the Buyer obtains all necessary "Approvals" to construct a Culver's Restaurant with drive-thru service; and WHEREAS, The Amended Contract had provided for closing to occur within ten calendar days of Buyer's receipt of the Approvals; and WHEREAS, The City has granted the Approvals; and WHEREAS, The Approvals Period is to be deemed concluded as of January 13, 2023 as described in Exhibit I" attached hereto and incorporated herein ("Second Amendment"); and WHEREAS, The Escrow Agent previously designated in the Amended Contract is to be redesignated as described in the Second Amendment; and WHEREAS, the closing date is to be advanced to March 13, 2023 as described in the Second Amendment; and WHEREAS, the Director of Community Development recommends that the appropriate city officials be directed to execute the Second Amendment to conclude the Approvals Period, redesignate the Escrow Agent, and advance the Closing Date; and Temp. Reso. # 13891 January 25, 2023 Page 3 of 4 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 Second Amendment to conclude the Approvals Period, redesignate the Escrow Agent, and advance the Closing Date. 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. Section 2: The appropriate city officials are authorized to execute the Second Amendment attached as Exhibit "1 ' on behalf of the City to conclude the Approvals Period, redesignate the Escrow Agent, and advance the Closing Date. 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. PASSED, ADOPTED AND APPROVED this ATTEST: KIMBERLY OILLON, CMC CITY CLERK Temp. Reso. # 13891 January 25, 2023 Page 4 of 4 ash' day of January, 2023. (ck I& �7 (�� MIC ELLE J. GOMEZ MAYOR RECORD OF COMMISSION VOTE MAYOR GOMEZ: DIST 1: V/M BOLTON 16-5 DIST 2: COMM. WRIGHT YO DIST 3: COMM. VILLALOBOS `/ 63 DIST 4: COMM. DANIEL V5 APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELI OF THE CITY OF TAMARAC ONLY. HA INOT CITY ATTORNEY WHERRYLAW/// BUSINESS*GOVERNMENT RELATIONS+LAND+LITIGATION January 27, 2023 Ms. Collette Tibby Administrative Coordinator Community Development City of Tamarac 7525 NW 88th Ave, Tamarac, FL 33321 VIA HAND DELIVERY Re: Our File # 21-001 Buyer: Medalist Restaurant Group Il, LLC (Culver's of Tamarac) Seller: City of Tamarac Property: (8251) W. Commercial Blvd Greetings: Enclosed herewith please find the following in regard to the above -mentioned real estate transaction: - Original Partially Executed Second Amendment to Contract for Sale and Purchase Should you have any questions, please do not hesitate to be in contact. Sincerely, WHERRY LAW, P.A. Steven Wherry 420 SW 19'h St. * Ft. Lauderdale FL 33315 754-581-8373 tel * info@wherrylaw.com 954-653-3156 fax * www.wherrylaw.com SECOND AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This Second Amendment to Agreement of Purchase and Sale ("Amendment") is entered into as of January 25, 2023 by and between Medalist Restaurant Group Il, 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 and further entered nunc pro tunc into that certain First Amendment to Contract for Purchase and Sale, as of August 24, 2022 (the contract, as amended, hereby the "Contract"). B. Buyer and Seller mutually desire to modify and further 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. Escrow Agent. The Escrow Agent shall be Steven Wherry, Esq. of Wherry Law, P.A. with offices at 420 SW 19`h Street, Fort Lauderdale, FL 33315. All deposits held under the Contract by prior escrow agent Donald Dufresne, Esq. of Fox Rothschild, LLP, West Tower, 777 S. Flagler Dr., West Palm Beach, Florida 33401, are hereby to be transferred to the newly designated Escrow Agent who shall hold such funds according to the terms of the Contract and this Amendment. 3. Approvals Period. The Approvals Period is hereby deemed concluded, effective January 13, 2023. After January 13, 2023, no further extensions to the Approvals Period shall be permitted, and no further deposits shall be required under the Contract. 4. ClosingDate. The closing date shall be no later thanMarch 13, 2023 and BUYER 1W ER shall be an escrow closing with neither Seller nor Buyer required to attend a formal settlement. 5. Scone 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. 6. 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] IN WITNESS WHERI':OF, 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: J, pie Title: - Seller: CITY OF TAMARAC, a Florida municipal corporati I JAkk zoo-- By. Print N, e: Ohri Title: PRIOR ESCROW AGENT: Accepted and Agreed to: FOX ROTH§CHILD UP By: Donald Dufresne, Esq. NEW ESCROW AGENT: Accepted and Agreed to:_ WHERRY LAW A. By:7:Z Steven Wherry, Esq.