HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-028Temp. Reso. # 12760
March 9, 2016
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2016- q� y
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, AUTHORIZING
AND DIRECTING, THE APPROPRIATE CITY
OFFICIALS TO EXECUTE THE FIRST
AMENDMENT TO CONTRACT FOR SALE AND
PURCHASE, ATTACHED HERETO AS EXHIBIT "1",
BY AND BETWEEN THE CITY OF TAMARAC, A
MUNICIPAL CORPORATION AND AD1 GROUP LLC
TO BE EFFECTIVE NUNC PRO TUNC TO MARCH
8, 2016; AUTHORIZING THE CITY MANAGER TO
APPROVE MINOR NON -MONETARY
AMENDMENTS TO THE CONTRACT FOR SALE
AND PURCHASE; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, The City of Tamarac approved, authorized and directed appropriate
city officials to execute a Contract for Sale and Purchase (Contract) dated November
10, 2015 between the City of Tamarac (Seller) and AD1 Group LLC (Buyer) via
Resolution R-2015-118, and
WHEREAS, The Contract for Sale and Purchase has a specific period known as
the Inspection Period (one hundred and twenty days following the effective date of the
agreement) whereby the Buyer shall have the right to enter upon the Property to make
all inspections of the condition of the Property which it may deem necessary, including,
but not limited to, soil borings, percolation tests, engineering, environmental and
topographical studies, inspections of zoning and the availability of utilities, all of which
inspections shall be undertaken at Buyer's sole cost and expense; and
Temp. Reso. # 12760
March 9, 2016
Page 2
WHEREAS, the Buyer is currently engaged in conducting additional inspections
of the Property in accordance with Section 4 of the Contract; and
WHEREAS, the Buyer has requested an extension of the one hundred twenty
(120) day Inspection Period for an additional sixty (60) days providing for a total of a
one hundred eighty (180) day Inspection Period to allow for ongoing inspections of the
Property; and
WHEREAS, On March 8, 2016, the City Manager formally agreed to the request
for an extension of the Inspection Period from one hundred and twenty (120) days to
one hundred and eighty (180) days as described in Exhibit "2" (attached hereto,
incorporated herein, and made a specific part thereof), subject to the City Commission
ratification of same, by virtue of the First Amendment to the Contract for Sale and
Purchase; and
WHEREAS, the Director of Community Development and the Director of
Financial Services recommend that the appropriate city officials be directed to execute
the First Amendment to Contract for Sale and Purchase by and between the City of
Tamarac and AD1 Group LLC, extending the Inspection Period from 120 days to 180
days; and
WHEREAS, The City Commission of the City of Tamarac, Florida, deems it to be
in the best interest of the citizens and residents of the City of Tamarac to authorize and
r-
E
Temp. Reso. # 12760
March 9, 2016
Page 3
direct the appropriate city officials to execute the First Amendment to Contract for Sale
and Purchase for the extension of the Inspection Period from 120 days to 180 days,
attached hereto and incorporated herein as Exhibit 1" to be effective nunc pro tunc
March 8, 2016.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS' clauses are HEREBY ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution upon adoption hereof and all exhibits referenced and attached hereto are
incorporated herein and made a specific part of this resolution.
SECTION 2: That the appropriate city officials are hereby authorized and
directed, pursuant to this resolution, to execute the First Amendment to Contract for
Sale and Purchase by and between the City of Tamarac and AD1 Group LLC attached
hereto and incorporated herein as Exhibit 1" to be effective nunc pro tunc to March 8,
2016.
SECTION 3: The City Manager is hereby authorized to amend the Contract
for Sale and Purchase, from time to time, but only for minor non -monetary changes or
modifications consistent with the tenor of the original approval by this City Commission.
Temp. Reso. # 12760
March 9, 2016
Page 4
SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5: 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 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this -�- 3 day of A44L.+ ,2016.
ATTEST:
r,
PATRICIA4ICMC
I HEREBY CERTIFY that I have approved
this RESOLUTION as to form.
SAMt1EL S. GOREN,
CITY ATTORNEY
�., ► % , I
1 F�10
HARY D.
MAYOR
RECORD OF'COMMISSION VOTE:
MAYOR DRESSLER_
FIST 1 COMM BUS ELL UJeX,'
DIST 2 COMM GOMEZ
DIST 3 'VICE MAYOR6LASSER/_4, -/
DIST 4 COMM PLACK O,c'ir�
C
OFFICE OF THE
CITY MANAGER
March 8, 2016
AD1 Group
Attn: Gisela Levy, VP of Acquisitions and RE Operations
2028 Harrison Street, Suite 202
Hollywood, Florida 33020
Michael C. Cemech
CITY MANAGER
RE: First Amendment to Purchase and Sale Agreement/Extension of Inspection Period
VIA: ELECTRONIC MAIL AND REGULAR MAIL
Dear Gisela;
I am in receipt of your electronic mail on behalf of AD1 Group LLC, dated March
7, 2016, formally requesting an extension of the 120 day "Inspection Period" by 60
additional days. Your request for an extension of the "Inspection Period" from 120 days
to 180 days is hereby granted, subject to City Commission ratification of same, by virtue
of a First Amendment to the Purchase and Sale Agreement, which is scheduled for
consideration at the March 23, 2016 Commission meeting. I look forward to our
continued partnership as we work together in identifying the most optima; placement of
all improvements on the properties.
Best Regards,
Michael Cernech,
City Manager
cc: Diane Phillips, Assistant City Manager
Maxine Calloway, Director of Community Development
Mark Mason, Director of Financial Services
Jack Strain, Director of Public Services
7525 N.W. 88th Avenue I Tamarac, Flo ic! 33321-2401 I P: 954.597.35101 F: 954.597.3520
EQUAL OPPORTUNITY EMPLOYER
FIRST AMENDMENT
TO CONTRACT FOR SALE AND PURCHASE
This First Amendment to that certain Contract for Sale and Purchase ("Contract")
dated November 1 oth, 2015 is entered into between the City of Tamarac, a Florida
municipal corporation (the "Seller") and AD 1 Group, LLC , a Florida limited liability
company (the "Buyer").
WHEREAS, the Buyer is currently engaged in conducting inspections of the
Property in accordance with Section 4 of the Contract; and
WHEREAS, the Buyer has requested and the Seller has agreed to an extension of
the one hundred twenty (120) day Inspection Period for an additional sixty (60) days
providing for a total of a one hundred eighty (180) day Inspection Period.
NOW Therefore, in consideration of the foregoing premises, mutual covenants and
conditions herein contained, the parties hereto agree as follows:
The parties agree to the following:
1. The Whereas clauses are hereby ratified and confirmed.
2. Section 3b of the Contract is amended to provide as follows:
b. Second Deposit. Upon expiration of the Inspection Period provided below, Buyer
shall pay to the Escrow Agent a nonrefundable Second Deposit in the amount of ONE
HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Second Deposit"). The
failure to tender the Second Deposit prior to the termination of the
sty One Hundred Eighty (140- 110) day Inspection Period shall result in the
Seller having the right to terminate this Contract. No later than five (5) business days
subsequent to the expiration of the Inspection Period, the Initial Deposit and the
Second Deposit shall be paid to the Seller and be deemed nonrefundable (Subject to
Alternate Purchase Price Payment ("APPP") as provided below) subject only to
Seller's ability to deliver title and the Property as provided herein and shall be credited
to the Purchase Price at Closing. Notwithstanding the foregoing, the Initial Deposit
and Second Deposit shall be refunded to Buyer in the event the Buyer elects to pursue
the Alternate Purchase Price Payment Option as set forth in Section 5 herein.
3. Section 4 entitled "Inspection Period", specially subsection "a" is amended as follows:
a. The Buyer shall have a period of One u„„dr-e T«'o"+" One Hundred Eighty
(-l20 180 days from the Effective Date of this Contract, or the date that Seller
"approves" (as provided herein) this Contract, whichever date is later (the "Inspection
Period") to determine, in its sole discretion, whether the Property is suitable for the
Buyer's intended use as a Marriott flagged Fairfield Inn consisting of a maximum of
140 hotel rooms with or without an ancillary retail use. Buyer shall obtain the
franchise approval within this period. Buyer shall have the right to enter upon the
Property to make all inspections of the condition of the Property which it may deem
necessary, including, but not limited to, soil borings, percolation tests, engineering,
100119549.1 2704-9499232 )
environmental and topographical studies, inspections of zoning and the availability of
utilities, all of which inspections shall be undertaken at Buyer's sole cost and expense.
After completing its inspection of the Property, Buyer shall, at its sole cost and
expense, repair and replace any damage it has caused to the Property and shall
indemnify and hold the Seller harmless from any and all claims, damages, suits,
actions arising from Buyer's inspection of the Property. Prior to the expiration of the
One u ndr-ea Twenty One Hundred Eighty (4- 180) day Inspection Period, Buyer
shall provide written Notice of its decision to accept the Property in its "AS IS"
condition, or its decision that the Property is unsuitable for its intended purpose and it
is terminating the Contract for Purchase and Sale.
In the event of any inconsistencies between this First Amendment and the Contract, the
provisions contained in this First Amendment shall prevail. In any other respects, the
Contract remains unchanged. j
SELLER:
CITY OF TAMARAC, a Florida
"k C
Title: cA 4 r-r r
Signed on March 7 *4, 2016
APP 0 ED AS I-O L.E L FORM
m
, Prd
OFFICE OF HE CI Y ORNEY
DATED: "-
BUYE:
AD 1 Gn
By U 1,
Title: &Ac` (k)k; T
Signed on March 1.6 , 2016
{00119549.1 2704-94992321 2