MOTION TO AUTHORIZE County Administrator to (i) execute an amendment, prepared and approved by the Office of the County Attorney, to the Purchase and Sale Agreement (“Agreement”) between Spectrum Investors, LLC and Broward County to extend the time periods related to title objections, the inspection period, and the inspection termination date under the Agreement; and (ii) rescind the termination of the Agreement dated May 23, 2019, upon the parties fully executing the amendment to the Agreement.
(Per the Tuesday Morning Memorandum, this item was deferred to the June 11, 2019, Commission Meeting.)
|
The Board, at a Commission meeting held on January 29, 2019, directed the County Administrator to execute a purchase and sale agreement with Spectrum Investors, LLC (“Seller”), for the County to purchase that certain property located at 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309-3008 (“Property”). Following further negotiations, the County and the Seller executed the Purchase and Sale Agreement dated March 7, 2019 (“Agreement”).
Pursuant to Section 3.2 of the Agreement, on April 8, 2019, the County provided the Seller with written notice of its objections to the title commitment and the survey (“Title Objections Notice”). One of the County’s objections related to an asphalt parking area (“Parking Area”) over and across an 80-foot canal easement in favor of Broward County (“Easement”).
In response, on April 10, 2019, the Seller provided the County with written notice of whether the Seller would cure or remove the objections identified in the Title Objections Notice (“Response Notice”). This Response Notice described the Parking Area encroaching on the Easement (“Encroachment”) as not being an issue and suggested that “Broward County can simply terminate this Easement as it is no longer applicable.” However, the Easement cannot be terminated, nor can the Easement interest be merged with the fee interest that the County would purchase through the Agreement, because the Easement is currently being used for drainage purposes, and the Easement benefits other properties outside of the subject Property.
Since the Seller’s Response Notice did not offer to cure or remove the County’s objection to the Encroachment in accordance with the Agreement, Section 3.3(a) of the Agreement requires the County to either elect to waive its outstanding title objections or terminate the Agreement by April 19, 2019. Accordingly, on April 18, 2019, the County Administrator sent the Seller a written notice, attached hereto, terminating the Agreement pursuant to the terms and conditions of the Agreement (“April 18th Termination”).
Thereafter, the Board authorized the County Administrator to execute an amendment to extend the time periods related to title objections, the inspection period, and the inspection termination date and to rescind the term April 18th Termination. In accordance with the First Amendment, effective as of May 7, 2019, the Seller provided a second notice on May 14, 2019 ("Seller's Second Response Notice"). In the Seller's Second Response Notice, the Seller advised that Seller and Spectrum Business Park Association, Inc. ("Association"), would amend the Perpetual Maintenance Agreement, as recorded on September 30, 1988, in Official Records Book 15830, 765, as corrected by Amendment recorded on October 7, 1988, in Official Records Book 15852, Page 570, of the Public Records of Broward County, Florida ("PMA"), in order to resolve the Purchaser's concerns regarding the asphalt parking lot encroaching on, over, and across the Easement, and the Association's outdated maintenance obligations of such Easement pursuant to the PMA (the "Purchaser's Objection"). The Seller's Second response Notice included an Amended and Restated PMA that was prepared by the Purchaser ("Approved PMA"), and recognized that the Purchaser's Objection would be resolved by the execution of this Approved PMA. The Seller had until May 20, 2019 to cure or remove the title objections. On May 21, 2015 Seller provided notice that it was unable to cure or remove the Purchaser's Objection. Since the Seller’s Response Notice did not offer to cure or remove the Purchaser's Objection in accordance with the Agreement, Section 3.3(b) of the Agreement requires the County to either elect to waive its outstanding title objections or terminate the Agreement by May 28, 2019. Accordingly, on May 23, 2019, the County Administrator sent the Seller a written notice terminating the Agreement pursuant to the terms and conditions of the Agreement ("May 23rd Termination").
Subsequently, the Seller and County staff have been discussing the rescission of the May 23rd Termination in exchange for an amendment to the Agreement, which would (i) provide the County with additional time to examine its title objections, (ii) extend the time period for the Seller to cure or remove all of the County’s title objections, and (iii) extend the inspection period and the inspection termination date to account for the additional time provided to resolve the County’s title objections.
This item would authorize the County Administrator to execute an amendment to the Agreement, as prepared and approved by the Office of the County Attorney (“Amendment”), and would authorize the County Administrator to rescind its May 23rd Termination of the Agreement.
Please note that the amendment, which will be substantively limited to the matters addressed above, will be distributed under separate cover to allow for final negotiations in the coming days. |