HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-009Temp. Reso. # 13891
January 25, 2023
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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
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(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
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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.
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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.