Can the Beulah Town Center Offer's Deficiencies be Overcome?

We did receive a revised offer from Beulah Town Center for the 290 acres of OLF 8 that the county will be selling for development guided by the DPZ Master Plan.  The revised offer included a price jump from $20 Million to $25 Million--which is a great thing.  But staff has now completed an analysis of the offer, and there appears to be a number of issues remaining.  Frustratingly--some of these issues were identified earlier, deleted by the county because they were "non-starters" --but now added back into the latest Beulah Town Center offer.

We have gone back and forth enough, and at this stage of the negotiations---the board should not be having to deal with issues we have already flagged.  If the offeror cannot overcome these--just tell us.  Similarly, if the county's language in some sections is unreasonable--the offeror needs to enunciate this at Monday's meeting.

But for the offeror to put back into this revised offer items which the BCC specifically cannot accept due to statutory reasons---why in the world are they back in this offer?

Folks on BOTH sides of this proposed transaction need to iron every one of these bullet points out prior to Monday so we are not, once again, trying to push a wet noodle up a hill on this.  It is time to fish or cut bait--no more Kabuki Theater.....Produce a contract we (the BCC) can make an up or down vote on!      Here are the county's objections--(from staff):

·       BTC adds back/deletes much of what was deleted/added in the County’s previous draft.

·       BTC increases the purchase price from $20,000,000 to $25,000,000.  (Section 2)

·       BTC increases the deposit from $20,000 to $25,000, with an additional $250,000 deposit upon approval of BTC’s preliminary site plan.  (Section 3)

·       There is really no situation where BTC will be unable to recover the deposit if the transaction does not close. (Sections 3.2, 5.4, 6.4, 8.1)

·       BTC does not commit to build anything or adhere to the master plan prepared by DPZ CoDesign.  Instead, it defers that issue to be resolved by a Master Development Agreement and Declaration of Covenants, Conditions, and Restrictions that will be negotiated after the Purchase and Sale agreement. (Sections 3.2, 7.2, 8.1)

·       BTC requires all development approvals ahead of closing and incorporated in the Master Development Agreement.  (Sections 7.2, 8.1)

·       BTC deletes references to the provisions, covenants, and other duties and obligations in the quit claim deed from the USA to the County; the quit claim deed from the USA requires the County to incorporate those references in subsequent transactions.  (Section 5.2)

·       The Agreement makes several references to warranties of title; the County cannot provide warranties of title by statute. (Sections 7.2, 9.1, 13.1)

·       The Agreement requires the County to pay the documentary stamp tax; the County is precluded from paying these by statute. (Section 10.2)

·       The Agreement contains several provisions that require the County to indemnify and hold BTC harmless and pay its attorney’s fees in the event of default, breach, or other dispute. (Sections 13.1, 19, 30)

·       BTC requires the remedy of specific performance for breach, default, or otherwise refusing to pursue its obligations in the Agreement. (Section 14)

·       The County would be required to pay all BTC’s actual damages (i.e., all out-of-pocket costs) if the County does not close.  (Section 14.3)

·       BTC requires the County to record a restriction on the County’s northern remainder of the property to light-industrial uses; the County would not be able to allow the use of the remainder for residential or retail purposes without the written consent of BTC.  (Sections 7.2 and 13.1)

·       BTC requires a right-of-first refusal for the County’s northern remainder of the property.  (Section 12)