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1995.04.21_TC_Minutes_Executive Session1
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1
P R O C E E D I N G S
EXECUTIVE MEETING OF TOWN COMMISSION
OF THE TOWN OF HIGHLAND BEACH
5;.
Commission Chambers
3614 S. Ocean Blvd.
Highland Beach, Fl.
April 21, 1995
1:09 - 3:35 p.m.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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K
PERSONS PRESENT:
Arlin Voress, Mayor
Bill Paul, Vice Mayor
Mary Ann Mariano, Town Manager
David Augustein, Commissioner
A.G. Eypel, Commissioner
J.F. Rand, Commissioner
George Roberts, Esquire
Charles F. Schoech, Esquire
Doris Trinley
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Good afternoon. Good
afternoon. It's a little after 1:00 o'clock
on Friday, April 21st, and I call to order
this Special Meeting of the Town Commission of
the Town of Highland Beach.
Will the clerk please call the roll?
MS. TRINLEY: Commissioner Eypel?
MR. EYPEL: Here.
MS. TRINLEY: Commissioner Rand?
MR. RAND: Here.
MS. TRINLEY: Commissioner Augustein?
MR. AUGUSTEIN: Here.
MS. TRINLEY: Vice -Mayor Paul?
MR. PAUL: Here.
MS. TRINLEY: And Mayor Voress?
MAYOR VORESS: Here.
The purpose of this meeting is provided
by Florida Statutes 286.001. The Town
Commission of the Town of Highland Beach will
meet in an Executive Session on Friday
April 21st to discuss the following: A
proposed settlement between the Town of
Highland Beach and the Resolution Trust
Corporation regarding certain parcels of
property located south of Highland Beach Town
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Hall on State Road AlA and described as town
lots 6265 and 69 west, and town lots 69 and 70
east, formerly part of RPUD 2, and commonly
known as Hidden Harbor.
I will now recess the special meeting
of the Town Commission and call for an
Executive Session.
MS. MARIANO: The attorney has to hold
the Executive Session.
MAYOR VORESS: Oh, all right.
MR. ROBERTS: I would request that we
recess the special meeting and call
for -- because I would request an Executive
Session under the Statute that we just
recited, and for purposes of providing the
input and advice relative to the proposed
settlement agreement of this matter.
And if that is the desire of the
Commission, then I would also for the record
purposes indicate who is present. That I
would estimate that the meeting will take
three to four hours. That present at the
meeting will be myself, and Town Manager
Mariano, Commissioner Rand, Mayor Ey -- Mayor
Voress.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: That's okay, Rusty.
MR. ROBERTS: Vice -Mayor Paul,
Commissioner Eypel, and Commissioner
Augustein, and as well, we have the court
reporter present as required by statute.
MAYOR VORESS: And Charlie.
MR. ROBERTS: And Charles Schoech, who
is special consultant to the Town, and that
the Executive Session will be taken down by
the court reporter to be held confidential
until the conclusion of this litigation. And
that the meeting started at 1:09 p.m. on this
date.
MAYOR VORESS: Okay. For the purpose
of this Executive Session and to share with
the rest of the Commissioners, I had put
together a tentative agenda for today's
meeting to see if this is acceptable to the
members of the Commission, Rusty, and Mary
Ann.
And the information I put together,
subject to any change the Commission wants to
make, is first to state the purpose of the
meeting, which is to renew Rusty Robert's
latest draft of 4/19/95.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Q
Secondly, I would like to myself review
J.D.'s letter as to what RTC said, and to ask
if all of the Commissioners have responded to
Rusty's draft of the 6th, which I think we're
talking about.
(Thereupon, Ms. Trinley exited the
room.)
MAYOR VORESS: Then I would like to
suggest that we cover the issues that will
come up as follows:
One, that we talk, first of all, the
changes that Rusty has in the new draft of the
19th, with the exception of the remedy section
and the monetary section. After we finished
the other changes, to suggest that we talk
about the remedy section and then the monetary
issues, agree upon what changes, if any, are
desired, call for a motion of such to take a
roll call vote, agree on when the document
ought to be sent to the RTC, and then any
other issues that the Commission wanted to
take, just to have some kind of an order how
we propose to carry this meeting forward.
Anybody have any objection? Want to
change any of those issues?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: No.
MAYOR VORESS: Okay. I would say that
we're all going to be talking about this draft
of the 19th; is that correct? Rusty sent to
us, transmitted to Mary Ann Mariano saying
that here's a further draft of the settlement
and I have some issues I want to talk with you
about, and that I assume that you've got all
the input, Rusty, from --
MR. ROBERTS: Yes, if I could, just to
clarify to you what is contained in this
draft .
First of all, it does contain those
matters that have been provided to me by the
various Commissioners. It contains input by
Sam Daniels. It contains input by me as a
result of receiving input from others. So to
the extent and also I reviewed the letter of
Mr. Hambric. And to the extent that it was
feasible, in my view, to suggest input, I have
done that.
I have in those issues where there has
been a change, and not to get ahead of you too
much, but as far as the remedy section, I'm
sure that you've all observed that there's an
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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extra paragraph in there.
MAYOR VORESS: Yes.
MR. ROBERTS: I have put that in as a
response to what I perceive is suggested by
the RTC in both the last meeting and their
letters, that they want something else. I am
by no means saying that I find that to be
acceptable in my view to the Commission. It
is merely a suggestion of language.
Again, you will note as well that there
is no promissory note, and I had talked to
Charles Schoech prior to that and requested
him to do that, and he has not been able to
get around to that. I'm not in the position
to give you any advice about promissory notes.
I've never drafted a promissory note in my
life, and don't suggest that I would know what
to put in there. I have simply adopted what
Commissioner Rand has provided me into the
agreement.
And again, as to those financial
issues, you know, other than a general sense
of the law, which we'll certainly discuss, I
am not providing advice. So there are things
in this agreement which I think you've
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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I
recognized, Mayor, that are new, suggested
changes from a prior draft that we had, and
were not discussed at the previous meeting.
But I felt that if it was suggested I would
put it in that fashion so we could save time,
rather than have a meeting and say this is
what the draft is and then people saying, the
suggestions have continually come to me on a
daily basis.
Quite frankly, Sam had some suggestions
further to it that I put in, you know, just as
I was preparing it. So I have prepared it. I
have submitted it. So it's clear it's not
exactly the same draft that we saw last and
talked about at the last meeting.
MAYOR VORESS: I'd like to make one
comment. And that is that I think that it
would be help -- from my perspective, it would
be helpful on my part if all of us who
respond, Rusty, to you, like you've asked on
the draft of April 6th, I believe -- yeah,
April 6th -- if we would respond to your
initial drafting that occurred after the
meeting with the RTC.
I know that Commissioner Rand and I
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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sent you a copy of our comments and directed
copies to all the rest of the Commission. And
I would suggest that that might be helpful for
all the Commission among ourselves that if we
have a comment to Rusty, if you would copy
that to the rest of the Commission, we would
all know kind of where we stand.
Is there any problem with that or is
there?
MR. ROBERTS:
MAYOR VORESS:
that, Rusty.
MR. ROBERTS:
some problem to that.
MAYOR VORESS:
do not do that?
I --
Let's have your input to
I think there might be
So you would prefer we
MR. ROBERTS: I would prefer you not do
that because
MAYOR VORESS: Okay.
MR. ROBERTS: -- I think you're running
afoul of the sunshine law if you're simply
sending your suggestions and comments to other
Commissioners outside of the public meeting.
MAYOR VORESS: Even though that they're
public property.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: I understand that, but
you know. Do you want my advice?
MAYOR VORESS: I do. Yeah, I do. I
do.
MR. ROBERTS: I think that writing
something to someone else would be, in my
view, no different than calling up on the
phone and telling them, and I think that you
can all recognize that. It's been done. It's
done. It's going to be a matter of public
record.
MAYOR VORESS: Sure.
MR. ROBERTS: And I don't think it's
going to affect anything.
MAYOR VORESS: But there's nothing
hidden about what's being said.
MR. ROBERTS: Certainly there's nothing
hidden about that, and I don't think there's
any, what you might consider communication
back and forth and negotiation with respect to
it like that. But you know, this sort of
document, I suspect is going to be the subject
of a lot of scrutiny even when that's down the
road.
MAYOR VORESS: Sure.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: And I would suggest that
it's okay for you to send your comments direct
to me, just as it's okay for me to talk to you
direct like that. But to suggest that sending
to other people direct, I have a concern about
that.
MAYOR VORESS: Okay. Let me in
follow-up of that discussion, you always send
what you send and you make a statement, claim
material not subject to public production or
inspection.
MR. ROBERTS: Right.
MAYOR VORESS: If we send you
something, should we incorporate that similar
statement?
MR. ROBERTS: Well, I think that if you
are going to discuss various aspects of the
settlement agreement and you do it for the
Town Hall, and a copy of it goes to the Town
Manager, you know, I put that on at Mary Ann's
convenience because I'm not real sure what the
procedures are around the Town. And I hope
that they're putting this in a separate file
and whatever.
But you know, if you feel comfortable
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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that it is not going to be in a public
inspection file, then you don't have to put
that on there. I just do that because I don't
know what happens when it gets to the Town.
And I have had situations in the past where
letters have gone down and they've been
subject to public inspection. And it's just
kind of an attention -getter for the person who
files that to make sure that they recognize
that this letter is not to be for public
inspection until after this matter has been
resolved.
MAYOR VORESS: Okay. All right. All
right.
MR. AUGUSTEIN: I have a question.
MR. ROBERTS: Certainly.
MR. AUGUSTEIN: You mentioned to a
paragraph in here that you said might be
questionable. Would that be Paragraph 5 on
Page 17?
MR. ROBERTS:
MR. AUGUSTEIN:
that down the road?
MAYOR VORESS:
section.
Right.
Are we going to discuss
Yes, on the remedy
13
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. AUGUSTEIN: Because I find a
problem with that.
MAYOR VORESS: Yes.
Well, does everybody agree that we'll
cover all the changes that Rusty has made here
and he will comment whether he agrees or not,
but in response to comments he made other than
remedies and monetary, which I think are the
two major issues?
Would you suggest that's probably so,
Rusty?
MR. ROBERTS: Yes, sir.
MR. AUGUSTEIN: I have one more
request, if I may.
MAYOR VORESS: Sure.
MR. AUGUSTEIN: Would you happen to
have Commissioner Rand's motion on the
payment?
MR. RAND: Yeah, I gave him a copy.
MR. ROBERTS: I have a copy of the
transcript from our last meeting.
MR. AUGUSTEIN: Right. That would be
in there.
MR. ROBERTS: Right. And on Page 319
of the transcript, Commissioner Rand says, I
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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move that we agree to accept the cash
settlement of $5.5 million, provided their
loan conditions to us are acceptable. They
haven't indicated what it will be, and that
the settlement will be contingent upon their
agreeing to the settlement stipulation
drafting in accordance with -that prepared by
Rusty Roberts except as agreed by him as to
its modifications.
Commissioner Eypel seconded it, and
then the vote was taken and then the RTC
representatives returned to the room.
MR. AUGUSTEIN: Do I take that to mean
that the RTC does not accept that motion, that
even a monetary amount is off the table?
MR. ROBERTS: Yeah. Sure. I mean,
that was a motion, in my view, to make an
offer. And I think later on it was my
position they did not accept it as of that
time, okay? I don't think that would prohibit
you from making some separate motion. I don't
think it would prohibit you from reconfirming
that.
MR. AUGUSTEIN: We have not heard from
them at all.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: I have not received any
correspondence or communication from them
direct saying I will accept it. But in all
fairness, I think it was -- part of their
response is, I want to see the agreement
before I make that decision and the
ramifications, and certainly we have not
provided them that agreement.
In furtherance of some suggestions made
to me by Leonard, I called Judith Thompson on
Wednesday at 1:00 o'clock and asked her that
simply if she had some suggestions as to what
their language was to be, to tell me and I
would bring it up at this meeting so we could
expedite things to have a discussion of those.
And she told me that she had a meeting
and she would call me back that afternoon, and
I stayed there until 9:00 o'clock that night
and received no call and I received no call
from her yesterday or any communications.
MAYOR VORESS: Dave, if I can add to
what Rusty said, that's my understanding, too.
When we originally discussed RTC's response to
our offer that Rusty sent in -- what was it,
in March, Rusty?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: That's right.
MAYOR VORESS: There were five
categories of things. One, there were some
things where there were typos. Like instead
of "fee" it should have been "the fee" and
things like that. There were some issues
around legal interpretations of what they said
versus what we said, like, do we pay at the
end of the stipulation agreement versus a
Court Order, which Rusty brought us to up to
date on.
There were issues around money. There
were issues about remedy. And there were
issues around building parameters. And as we
walked through all those areas, we made some
changes in those and we discussed that with
the RTC.
And I think Commissioner Rand's motion,
as I understood it, to the RTC was we will pay
you $5 million if you accept Rusty's agreement
with the -- in my opinion, nonspoken, but some
of those things we agreed.
Rusty said, well, that ought to be
changed or these ought to be changed. And as
a result of that, we then agreed to send the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Z
RTC Rusty's revised document. I think that's
consistent with what you said, Rusty; is it
not?
MR. AUGUSTEIN: Which is what we're
discussing today.
MAYOR VORESS: Yes. And that first
document that Rusty provided for us was
provided on April 6th, which is what Rusty
sent to us, and said to us, please respond
about what I have drafted you. I think this
is consistent with what I heard at the
meeting.
Rusty, you stop me if I'm wrong in any
of these concepts.
Then we got that letter from Jay which
I transmitted to all of you. Rusty listened
to some of those things plus other things and
revised whatever that 6th was in response to
what he had heard from the Commission and
others and drafted this 19th document, which
is what we're talking about today, which we
will then send if we get an agreement about it
to the RTC, saying this is consistent with the
$5 million, plus the Rusty agreement; is that
basically what we're setting for their
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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response?
MR. RAND: I just want to correct you.
It's 5.5.
MR. AUGUSTEIN: 5.5.
MAYOR VORESS: Excuse me. I beg your
pardon. Every time I said 5, it should be
5.5. Yes, I'm sorry. -
MR. ROBERTS: I would just add that in
part and parcel to one of the reasons what I
did what I did was that Commissioner Rand at
the very conclusion of the meeting said at
Page 338 of the transcript, the proposal that
we made Mr. Hambric, was that we've reached
the cash settlement, and that you requested on
the strict condition that the settlement
stipulation be in accordance with that
prepared by Mr. Roberts.
Now, if you don't agree with the terms
of that settlement stipulation, then we don't
have a deal. So we'll just leave it. We'll
withdraw it until such time as you come back
to us and tell us whether you're prepared to
accept that condition. But that is a strict
condition and it is a deal breaker.
And Mr. Hambric's response was, we may
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Nul
have a deal breaker. There may be paragraphs
in there that I can't live with. But
again -- okay, and then he continues on.
But with that statement in mind, I
mean, I drafted it up. And certainly as we've
already discussed, and I don't see a purpose
in going on with. It was not in strict
concept of what John felt it was. And I've
changed it to what John says it is. But it
seemed to me that they were not accepting at
that time, and used the term "deal breaker".
So I have drafted everything that you
have in here, made suggestions of other --
MAYOR VORESS: Sure.
MR. ROBERTS: -- changes.
MAYOR VORESS: Right.
MR. ROBERTS: And some of them which I
do not recommend you make, but I've made
suggestions.
My purpose here is to draft what you
want and tell you what the ramifications of it
are.
MAYOR VORESS: Right.
MR. ROBERTS: And it's up to you to
accept or reject or go onto something else.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Now, do you prefer that
we walk through this and the Commission too,
the document first, or do your cover letter
first, Rusty? What would be most helpful?
Part of your cover letter talks about
money and bond validation issues, and we're
going to talk about that monetarily later on.
So I would suggest we walk through the
document first, and then as it touches on your
cover letter, that we take care of that in the
totality of the discussion.
Do you have any problem with that?
MR. ROBERTS: Well, yeah. I think to
go to the document. The cover letter, I think
essentially talks about those last issues --
MAYOR VORESS: Sure.
MR. ROBERTS: -- the remedies and
the --
MR. RAND: Can I make a further
suggestion, Mayor?
MAYOR VORESS: Sure.
MR. RAND: I think in going through
this document, I think we should only discuss
those pages where there have been changes --
MAYOR VORESS: Right.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: -- from the previous draft.
MAYOR VORESS: Absolutely.
MR. RAND: Like Rusty can tell us, on
Page 1, there were no changes, so we don't
have to --
MAYOR VORESS: We can walk right
through a whole -- well, the majority of this
there are no changes.
MR. ROBERTS: The only trouble is I
don't have it in that fashion --
MAYOR VORESS: Well --
MR. ROBERTS: -- without going back to
the previous draft and looking like that.
MAYOR VORESS: I can. I think I can.
And if you can -- in fact, I've read through
both drafts.
MR. ROBERTS: Okay. Then you can take
the lead.
MAYOR VORESS: I'll take the lead. And
then if you agree, for God sakes, say you
don't agree.
MR. ROBERTS: Okay.
MAYOR VORESS: Is that all right with
the Commission?
MR. RAND: Fine.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: I can tell you that what
I have is I have notes from the various people
who have done that, and I can tell you where
the changes were made from those notes. But
let's take, for instance, on the -- you know,
I'll tell you what Sam Daniels has told me,
and if you want to, we can go through it in
that fashion. He went to Page 5, Paragraph 2.
MAYOR VORESS: Rusty, before we get
there, like on Page 3 there was --
MR. ROBERTS: Go ahead.
MAYOR VORESS: -- the fee thing.
MR. ROBERTS: Go ahead.
MAYOR ROBERTS: And you've changed
that. It was an English thing, that was
all. It was changed.
MR. RAND: What thing on Page 3?
MAYOR VORESS: On Page 3 up there.
There was a section on Page 3.
MR. RAND: t -h -e?
MAYOR VORESS: Yes, correct.
MR. RAND: The fee.
MAYOR VORESS: The fee award. You had
"fee the" award. Okay. We had some stuff
like that.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: Okay.
MAYOR VORESS: That's changed.
MR. AUGUSTEIN: Where is that? Okay.
MAYOR VORESS: Then on Page 4 was the
same thing. RTC had some issues under the
rights agreement. You've kept it the way it
is, which is consistent with what that was on.
MR. PAUL: I find the position on
Page 4, Paragraph 1-A, in parens you put "more
or less" after of the 17.3 acres.
MR. ROBERTS: Right.
MR. AUGUSTEIN: There was a request.
MR. ROBERTS: We had agreed on that
before.
MAYOR VORESS: There was some --
MR. ROBERTS: And, you know, when you
keep going through these drafts, apparently
that didn't get picked up, but I don't have a
problem with that. So that was added.
MAYOR VORESS: Now, I have nothing on
Page 5. Do have something on Page 5?
MR. ROBERTS: Okay. Page 5, Paragraph
2, "The Parties hereby consent to the entry of
an Order of the ..." and Sam wanted to put in
"District Court" rather than just "Court".
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Okay.
MR. RAND: Where is that?
MR. ROBERTS: The first sentence of
Paragraph 2.
MR. RAND: Are you saying the second
sentence of the 2, the Order?
MR. ROBERTS: Right.
MR. RAND: The Parties hereby consent
to the entry of an Order of the District
Court?
MR. ROBERTS: Right.
MR. RAND: So "District" has to be
added in.
MR. ROBERTS: "District". It should be
added in on your copy.
MR. RAND: I don't have it.
MAYOR VORESS: It's not added on mine
either.
MR. RAND: It's not on mine either.
MAYOR VORESS: So that's a change you
wish to make.
MR. ROBERTS: It's in mine.
MAYOR VORESS: Okay.
MR. PAUL: The first sentence reads,
the Parties hereby consent to the entry of an
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Order of the District Court approving...
MR. ROBERTS: ... this settlement,
right.
MAYOR VORESS: Right.
On Page 6, this was one of the issues
that we got into with the RTC as it spoke to
infrastructure. The RTC wanted infrastructure
on Federal Statute -- Florida Statute 163
point whatever the numbers were. And we said,
no, we're going to keep it with sewer and
water, and Rusty has kept that change in.
MR. ROBERTS: Right.
MAYOR VORESS: That was an area that
Rusty kept the change in.
I don't see they had any real questions
with 7.
MR. ROBERTS: There's another thing
too, that what I did in style, in any instance
where there was a small "iii" and "ii", make
it in separate paragraphs so you can more
easily identify them. It doesn't change the
context.
MAYOR VORESS: But it made the page
numbers change --
MR. ROBERTS: Yes.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: -- between the April 6th
and the April 19th. So if you've got it,
starting at this point then the page numbers
are going to be different.
MR. RAND: Different, right.
MR. ROBERTS: Right.
MAYOR VORESS: Okay.- Let's see, I
didn't see anything that there was any big
discussion, Rusty.
Then we got over to -- on Page 10.
Let's see. It will be I guess, on 11 on this
one. Your B is new on that, Rusty, on Page 11
of yours. "The Parties agree the
property" --
MR. ROBERTS: Okay. Well, I'll get to
that, Your Honor, but let's go back to 5 on
Page 10.
MAYOR VORESS: 5 on Page 10.
MR. ROBERTS: Right. Again, nothing
has been changed, but one of the issues that
was brought up is whether they could have an
old RPUD --
MAYOR VORESS: Correct.
MR. ROBERTS: -- at the new site plan,
and we have retain the previous --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Building parameters.
MR. ROBERTS: -- RPUD site plan,
"(except for that portion thereof owned by
other, to wit: the south seven (7) acres) is
hereby deemed to be amended by the terms
hereof;" Okay?
MAYOR VORESS: Right.
MR. ROBERTS: So what we're doing is,
we're saying it's still the RPUD plan, but it
really is just the building parameters here
and there's not an alternative.
MAYOR VORESS: Right. And the RTC
proposed they wanted both.
MR. ROBERTS: Yes. They wanted both.
MAYOR VORESS: And we cut that out,
okay.
MR. ROBERTS: Okay. Now, going onto
the next page. In order to the -- let's see.
MAYOR VORESS: On "B", you just took
the "therefore" out and started, "The Parties
agree that The Property shall.."
MR. ROBERTS: Yes.
MAYOR VORESS: We've made that a
separate paragraph.
MR. ROBERTS: Well, the interesting
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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part is again, this is what happens when you
go over and over it again. The previous draft
said, "The Defendant agrees that The Property
shall be considered as a planned unit
development..." And since this is the
provision that it has in the 427 residential
dwelling units and the application of these
codes, I felt it to be consistent, and for
protection of the Town, it should be "The
Parties" here.
MAYOR VORESS: Sure. I think that's
good.
MR. ROBERTS: Okay? So they agree that
it's 427 and these codes apply, okay?
I mean, I think it's somewhat -- you
know, I mean, because you go back to 5-A and
it says, "Defendant acknowledges and
agrees..." which is fine. This is what you've
agreed to. But as far as those portions which
they've agreed to, --
MAYOR VORESS: I think that's true.
MR. ROBERTS: -- I've changed that to,
"The Parties agree..."
MAYOR VORESS: Right. And you maintain
that they had to observe all of our codes
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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which they had originally said they want
exempt.
MR. ROBERTS: That's right. That's
right. So this is somewhat redundant because
it's also in the development parameters.
MAYOR VORESS: Correct.
MR. ROBERTS: But if it's not
consistent, that's in my view, where you get
into trouble. You say one thing on one hand
and one on the other. So now it's consistent
with the development plan. Both of them are
the same way.
MAYOR VORESS: Correct.
MR. ROBERTS: And I felt that this was
again, one of these paragraphs that was all
run-on and like that. So I separated it out
so we know exactly which ones are which.
MAYOR VORESS: Correct.
Then we get to the payment which we're
going to pass at the moment.
Impact fees, I don't think there were
any changes there, Rusty. I don't --
MR. ROBERTS: Well, the only change was
because we've added this Exhibit F, which is
going to be provided by --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Right. Which we don't
have at the moment, right?
MR. ROBERTS: Right.
Now --
MAYOR VORESS: Then on Page -- under
the "Approval Procedure" --
MS. MARIANO: There's a change.
MR. ROBERTS: There is a change there.
MAYOR VORESS: On Page 14, yeah. Which
Commissioner Rand has sent copies to all of
you that, at the meeting of the Town
Commission, the defendant shall immediately
after this settlement has been proposed for
consideration by the Defendant's Town Manager
before it was accepted. So that was the only
change, just a word change there. I believe
that's the only thing that was in that.
MR. ROBERTS: Now, there's been another
change here going from Pages 14 to 15. There
was a concern that we had at the last meeting
about the RTC having a time frame to accept.
MAYOR VORESS: Correct.
MR. ROBERTS: And so I had proposed
that their execution must occur within ten
days of the date of the approval by the Town,
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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and the Town must actually receive such
approval in writing along with sufficient
documentary evidence of the authority of the
plaintiffs to execute this stipulation within
ten days of the execution by the Town.
And Sam wanted to add, or before an
opinion is rendered by the 11th Circuit Court
of Appeals, whichever is shorter.
MR. RAND: I don't understand that.
MR. ROBERTS: Well, that --
MR. RAND: What is meant by that?
MR. ROBERTS: What is meant by that is
that if you sign it today and it goes up to
them, they have ten days to sign it and get it
back to you.
MR. RAND: Right.
MR. ROBERTS: And if on Monday there's
a favorable decision of the 11th Circuit Court
of Appeals in their favor, they won't sign it.
MR. RAND: Right. But what if it's in
our favor?
MR. ROBERTS: If it's in our favor,
then you don't have any out. They have ten
days to sign it and come back.
MAYOR VORESS: And they will sign it.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: And they will sign if
it's in your favor, okay? So what this means
is that they can't, during that ten-day
period, wait until the ninth day to see if
it's going to be in their favor. If a
decision comes out in that ten-day period and
it's favorable to the Town, the deal is off,
okay. They cannot then accept it.
MR. RAND: If the decision is favorable
to the Town, then we don't go through with the
agreement?
MR. ROBERTS:
MS. MARIANO:
signed it yet.
Right.
Because they haven't
MR. RAND: Yes, but wouldn't they be
damn fools not to sign it?
MR. ROBERTS: Well, --
MR. RAND: That's the point I don't
understand. If the decision is made prior to
the execution of the agreement, okay, and the
Court renders a decision, obviously if it's in
their favor, they're not going to sign. We
accept that. So this is one sided the way
it's written here.
MR. ROBERTS: No.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: In other words, they get the
advantage either way.
MR. ROBERTS: No, that's why it's
written in there because it is one sided as
written. That's why I've added, or before an
opinion. You have to be accepted. And of
course, the language might be, you know,
strengthened. I just threw this in and I
really want to talk to Sam like that.
(Thereupon, Mr. Schoech exited the
room.)
MR. ROBERTS: But the point here is
that if you sign it today as it was written
with the last clause there, they should then
wait for the ninth day and if they reached a
decision in their favor, they'd say, I'm not
signing it. You lose. Too bad.
MR. RAND: Okay.
MR. ROBERTS: If in the third day
without that clause a decision was favorable
to the Town, they could still make the
agreement binding upon you by signing it on
the ninth day and getting back to you. Even
though you had a decision in your favor, they
could still bind you to do.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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So what we've done in here is it says
we've signed it in. If in the next ten days a
decision is rendered, no matter what happens,
okay --
MR. RAND: Okay.
MR. ROBERTS: -- the deal is off.
MR. RAND: Why can't -you, Rusty, and
this is a suggestion, I don't know what your
reaction would be, if we send this up to them,
let's send it up as a draft not signed, just
send them up the draft and say, do you agree
with these terms and conditions? And if they
agree, then we invite them to come down here
and sign it. And we could both sign at that
time so that we eliminate this risk. We send
them up the draft. If we decide on the terms
of the draft, let's send a draft up without
signing, in which case it's not a legal
document.
(Thereupon, Mr. Schoech reentered the
room.)
MR. ROBERTS: Well, I guess I perceive
the difficulty we've had with every other
agreement, which is just what you saw this
morning with the Milani agreement, okay,
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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and what you've seen all along for the past
seven years of this agreement, okay? If you
send something up to them, and say, this is
what we've agreed, they'll send it back and
say, I want these changes, just as Mr. Bryan
was drafting and sending me changes at
5:00 o'clock yesterday afternoon, okay?
What it is, is that in my experience
with these things is that you've got to have
an agreement, which if they're going to agree
to on in advance, that's a facet of what I
already see it. We're sending this draft to
them, and they say, fine, that's acceptable.
Well then, the procedure is that you've got to
hold the meeting just as you've held this
morning, okay? Everything is all cleared, but
it's the signing and execution thing.
MR. RAND: Right.
MR. ROBERTS: So you pass the
resolution. You sign it. It's not a matter
of negotiation at that stage; it's just
whether they want to agree to it. They've
already told you verbally that they've agreed
to it, but there's nothing binding upon
them --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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MR. RAND: Until they sign it.
MR. ROBERTS: -- until they've signed
it, okay? So that's why there's going to be
an interim period there. Even though they've
said they've agreed to it and they've told you
verbally, until they put them on the dotted
line and gotten back to you, it's not a deal.
MAYOR VORESS: You sense -- excuse me
just a second.
You sense that when we get through
here, we will send a document to them. We
can't, as a Commission, sign it because that
has to be done through a formal process.
MR. ROBERTS: Right.
MAYOR VORESS: But we send it up to
them, and they say -- assuming they say, okay,
that's all right, and they put their John
Henry or Sarah Smith on the thing --
MR. ROBERTS: They're not going to sign
it.
MAYOR VORESS: No?
MR. ROBERTS: Because as you and I have
discussed previously, the approval procedure
as is set forth in this document, is as
follows: We're negotiating. Here is the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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agreement. One, this is what we'll agree to.
Let's say, for instance, hypothetically it
comes back and they say, we'll agree to it
too.
MAYOR VORESS: Okay.
MR. ROBERTS: Okay?
MAYOR VORESS: Go ahead.
MR. ROBERTS: When that happens, then
we advertise.
MAYOR VORESS: Right.
MR. ROBERTS: We have a meeting. We
adopt a resolution. We sign the agreement,
okay? They have obviously then the option.
And I don't know any way around that.
MAYOR VORESS: Okay.
MR. ROBERTS: I mean, they could if
they want to, and they very well may do it.
They may come down and attend the meeting, and
I certainly invite them to do that. And if
which case that happens, then all of this
means nothing anyway.
MAYOR VORESS: Yeah, as a matter of
fact, Jay has told me when we get -- when he
gets this document -- now this may or may not
come about in reality, but when he gets this
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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document, he agrees he will come down here and
sign it in front of the Commission.
MR. RAND: Right.
MR. ROBERTS: Then we don't have to
worry about anything if that's what's going to
happen.
MAYOR VORESS: Right. And if --
MR. ROBERTS: But if that doesn't
happen, --
MAYOR VORESS: Whether this is in here
or not, you know, if he signs it, he is
committed at that point in time. We then have
to take three or four or five days, whatever
the time frame is, to advertise and hold a
public hearing for the Commission to sign it;
correct or incorrect?
MR. ROBERTS: That's true. But if he
agrees to it, what I would suggest is, as a
practical matter, you have the advertised
meeting and Mr. Hambric be invited to attend
the meeting. And once you sign the
resolution, just as Mrs. Milani did today,
she signed off on it.
MAYOR VORESS: Fair enough.
MR. ROBERTS: They sign off on it.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Fair enough.
MR. ROBERTS: And if that happens, then
all of this means nothing, okay?
MAYOR VORESS: Okay. But you're just
providing protection here for us.
MR. ROBERTS: I'm providing protection
in case we have the meeting and all of a
sudden Jay Hambric doesn't show up.
MR. RAND: I don't know. Maybe I
haven't made myself understood. If it's one
sided in their favor, then we shouldn't sign
this agreement when we send it up.
MS. MARIANO: It's in our favor. I'm
the one that talked to Sam about this
particular issue too. This is in our favor
because -- And when it says the Town must
actually receive the approval, for instance,
if we signed it today --
MR. RAND: Yeah?
MS. MARIANO: -- and if this was our
meeting and we signed it today and we sent it
up to the RTC, --
MR. RAND: Right.
MS. MARIANO: -- and now Monday the
Court renders a decision --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: Right.
MS. MARIANO: -- or Tuesday the Court
renders a decision in our favor, --
MR. RAND: Right.
MS. MARIANO: -- if they haven't signed
it and we haven't received their approval,
the deal is off. If the Court comes back and
says, you don't owe them any money, you don't
have to give them anything, it is not binding
on us.
MR. RAND: Even though we sent up a
signed agreement?
MS. MARIANO: Absolutely.
MR. ROBERTS: That's true. Right.
MS. MARIANO: They have not given up
the approval. That's what this protection is.
If they hadn't signed off and said, we approve
it, and that's why we have to actually receive
the approval, because certainly somebody could
sit at a desk on Wednesday, and if we won the
case on Tuesday, they could date it Monday and
send it back and say, well, we signed it
before agreement came out. How do we know
that? So I think the protection is that we
must receive the approval. If something
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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happens before we actually receive their
approval in our favor, the deal is off.
MR. RAND: Okay. That's what's
intended.
MR. ROBERTS: Is that correct?
MR. RAND: Well, if that's the
understanding, fine, and you all interpret it
that way, then no problem.
MR. ROBERTS: And I believe there's a
change here too again, a procedure which Sam
suggested that --
MR. RAND: What page is that?
MR. ROBERTS: On Page 15.
MR. RAND: 15?
MR. ROBERTS: Upon receipt, the Town
shall execute and submit the fully executed
joint motion, relinquishments to the Court of
Appeals. And then upon entry of their order,
relinquishing jurisdiction.
And what happens is, you approve it and
you sign it, okay? The first thing you've got
to do as far as procedure once it's a done
deal here locally is send in a joint motion to
the 11th Circuit saying, you know, relinquish
your jurisdiction back to the District Court.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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And then once that order is received,
the fully -executed stipulation, which would
have already been done along with these
exhibits, will be submitted to the District
Court. And again, I think the "District
Court" has been added here just for clarity
because you're talking about two Courts, and
Sam wanted to make clear that it wasn't going
to the 11th District, it was going to the --
MAYOR VORESS: So this should say
District Trial Court?
MR. ROBERTS: Yes, I've taken out Trial
Court and put in District Court.
MS. MARIANO: Well, actually Sam's
thing is on Page 20 where he thinks that
should be handled.
MR. ROBERTS: Well, I put --
MAYOR VORESS: But we're on Page 15.
MS. MARIANO: But he called me. He
couldn't reach me last night. He called me
this morning and said that on Page 20 in D,
that's where that should be handled.
Permission -- that you need permission from
the Appellate Court. Then you go before the
Trial Court. Then you go back to the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Appellate Court if --
MR. ROBERTS: Well, I got that note
from Sam.
MS. MARIANO: Okay.
MR. ROBERTS: But I feel it's better to
put it in the section --
MAYOR VORESS: So you want Trial taken
out and --
MR. ROBERTS: Put it in the section,
Approval Procedure rather than the in the
Mutual Releases and Dismissal of the Appeals
section. I think Sam just didn't realize it
was already under another section. And where
it said "Trial Court" I've taken and placed
"District Court" instead.
MR. PAUL: Is that sentence also
District Court?
MR. ROBERTS: Right.
MR. RAND: Can I ask a question, Rusty?
MR. ROBERTS: Sure.
MR. RAND: Mrs. Mariano made mention of
a point that I find nothing so amazing. She
said despite the fact that we will sign or
make a motion to the Circuit Court of Appeals
relinquishing jurisdiction in this case, they
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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still could render an opinion in this case. I
find that inconceivable.
MR. ROBERTS: Well, --
MR. RAND: If we ask them to relinquish
jurisdiction, that they would still render an
opinion later on, and they would have the
option of doing so despite the fact that we
made a request for relinquishing of
jurisdiction? That doesn't make sense.
MR. ROBERTS: Well, you have to
under -- I guess, understand. It wouldn't
affect you, because you have agreed -- if you
had agreed to an agreement and they could
effectuate the purposes of the agreement, they
still would have the power, even though you
had resolved your issues, to render
essentially what would be an advisory opinion.
MR. RAND: Yeah, but it does have an
affect on us, Rusty, for the simple reason, if
they decide that they're in favor of the Town,
and which case we don't have to pay anything,
then the residents are going to be on your
tail, okay? If it's $20 million, then the
residents are going to applaud us for settling
for a five and a half million. So it does
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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have an impact.
MR. ROBERTS: Well, I don't know. And
perhaps, you know, there's understanding. If,
in fact, they did that, they went on to render
an opinion, it would not be an opinion that
would necessarily talk about the underlying
monetary judgment.
You have to understand what the en banc
procedure is. Essentially in this case it's
an effort by the entire -- well, the 11th
Circuit Court of Appeals has 12, 13, 14 judges
on it. Each case, as you saw, they handle the
appeal with a three-judge panel. And in this
case there was a feeling that there were
differing views of the same issues of law by
different panels. And what they, in my
judgment, wanted to do is take this case and
use it as a basis to harmonize all of those
panel decisions into one case, and set out
certain principles of law, which at least in
my view of the case, would be in harmony with
what the Supreme Court says. And they can
still do that because they feel that that's
important. It was important enough to get
them all down here to hear this. It still may
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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be important to them to change that law, okay?
MAYOR VORESS: You're suggesting there
may be disharmony in some of their opinions
right now.
MR. ROBERTS: No question about it.
There are opinions on essentially the same
issue, which go different ways.
MAYOR VORESS: Yes.
MR. ROBERTS: And since they have
expended the effort, they still have the
authority and still may want to essentially
adopt a harmonized principle of law that
purely local zoning dispute is not the subject
of a civil rights claim. And their opinion
would just simply say that, okay? And it
would not go on in that instance if you had
settled your claim. It would not go on in
that instance and say, gee, we find in favor
of the Town, okay?
Yes. One of the leading cases I
believe, Williamson Vs. Hamilton Bank, exactly
that happened by the Supreme Court. The
Supreme Court had taken the case for decision,
and in the interim between the time argument
was held and the decision was rendered, the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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parties had resolved their situation, and
you'll note it's in a footnote. This really
doesn't mean much as far as these parties
because they've settle, okay? And that's what
would happen with the same.
So it doesn't really mean much to the
RTC and Highland Beach because they've
settled, but for the purposes of harmonizing
this law and essentially cutting back on our
workload, we're going to go ahead and render
this decision.
And quite frankly, I think that would
be extremely helpful to the Town because I
think if they did take that step, it would be
for the sole purpose of cutting down on the
number of cases they're seeing. And the only
way they're going to do that is to say that
this is not a 14th Amendment claim, that
people can't come running to Federal Court for
these purely local zoning disputes. You've
got to go through State Court first, okay?
And that's going to be helpful to all Towns.
Okay. So if that happens, it's not going to
hurt you or affect you one way or another.
MR. RAND: But if they render that
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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opinion, they will make reference to this
case.
MR. ROBERTS: Oh, absolutely. It will
be this case. It will be RTC and Highland
Beach will be the case. You'll have that
notoriety, no question.
MR. PAUL: But if somebody, if they
wanted to take us on at a later date, at
another case, this could be helpful to us.
MR. ROBERTS: Absolutely. Absolutely.
MAYOR VORESS: Okay.
MR. ROBERTS: Yeah. Those changes on
Page 15 are essentially just changing "Trial
Court" and "District Court" again just to
clean up. As far as the Comprehensive Plan
Amendment, I mean it's --
MAYOR VORESS: There was nothing there.
MR. ROBERTS: Well, we've maintained
our position that it's not going to be done
right away.
MAYOR VORESS: Right. You left the
"promptly" in that they asked for.
MR. ROBERTS: Sure.
MAYOR VORESS: And the prohibition and
all those sorts of things.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: Now, on 10 -- well, you
don't want to deal with that yet.
MAYOR VORESS: We don't want to do 10,
so let's -- We're leaving that until last.
There wasn't anything under Jurisdiction.
There really wasn't anything under Prohibition
that I have in my stuff, Rusty. Mutual
releases, nothing that I saw in that unless
you have something, Rusty. I saw nothing in
that. I saw nothing under --
MR. ROBERTS: Well --
MAYOR VORESS: In the Parameters then in
Exhibit B, you did make a change from 30 to
40 -foot setback.
MR. ROBERTS: Right.
MAYOR VORESS: And you changed the 1995
to 1994. You maintained the floor space,
which we originally talked about, and they had
made some comment relative to they wanted
smaller pieces.
You took out the Corps of Engineers.
We already know about. And that's about all I
saw there. I don't think there was any --
There wasn't any -- well, do you have anything
in your thing that shows you made any major
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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changes there?
MR. ROBERTS: No, I don't.
MAYOR VORESS: So I sense everything,
from what I read, is fine there.
MR. AUGUSTEIN: Outside of the two
points that we have to go back to.
MAYOR VORESS: Which leads us to
remedies and monetary. If you agree with
that, we'll move onto remedies. We'll give
you whatever time it takes to get those ready.
MR. ROBERTS: Right. I would just say
that in the letter -- Okay. That's all I
have.
MAYOR VORESS: Okay. Could we then
turn back to Page 16 on Rusty's document,
Section 10 titled "Remedies".
And Rusty, since you have some concerns
about it, maybe you can walk us through that.
MR. ROBERTS: Okay. Again, in the
remedies, the critical issue on remedies is
what remedies will be available to them in
case of default for the next ten years of this
agreement, them or a subsequent owner.
In reviewing briefly the transcript and
the letters of Mr. Hambric, it appears to me
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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that their focus is that they want to have
some security or have some ability to go back
to a multimillion dollar judgment against the
Town should there be any default. And I don't
believe that there is, as I've said in my
letter, any support for that amongst the
Commission.
Now, the suggestion has been made here
there is some middle ground that can be
adopted in that regard. And I've done
research and Sam has done research on this
issue. And the difficulty that I see, and why
I initially suggested there be a liquidated
damages cost is because there is not any
accurate way to predict a general specified
damages clause. What I have suggested in here
is strengthening up the agreement so it makes
it ultimately clear that this is -- if at all,
the damages would only be contractual.
There's case law in this case, and this
agreement also says it will be construed
according to the internal laws of Florida.
And I'm not familiar with what the internal
laws of Florida are. I know what the laws of
Florida are. And I've made a change in that
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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regard to the agreement by taking out the word
"internal". And in hopes of strengthening it,
that it's in keeping with the law of Florida.
Well, the law of Florida suggests that
if you merge, and Sam has made this
suggestion, merge your previous tort action
into a settlement contract, then you're
strictly limited to contract remedies, okay?
And so contract remedies would only be
something that if there was a default on the
contract.
Now, typically in any contract you
have, the remedies, the best thing for you in
entering into a contract is that you note very
clearly as best you can, what are the remedies
in case of default.
Now in this, the focus that we have
drafted in the remedies section is that since
there are things like issuing permits, you
know, in giving approvals, site plan
approvals, water and sewer hookups and stuff
like that, there is mandatory injunctive
relief. And that simply means if you don't do
it, they go to the Court and the judge and
say, you're not doing it. You're breaching
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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the contract. The judge hears your side of
it; hears their side of it very quickly and
says you're wrong. I order you to do it, and
you do it, okay?
And I don't think that there's anybody
on this Commission or in this Town that if so
ordered by a Federal Judge to issue a permit,
would not do it. I think there are people in
Boynton Beach who would not do that, but I
think they've learned their lesson. And I
just don't see that happening.
So in instance -- I don't see it
happening in the first instance. But if it
was simply an interpretation of what it was,
it could be quickly and efficiently handled in
that fashion. And that's why it's perfectly
acceptable to me to have a quick remedy
section that you can go by motion to this
Magistrate and get in there in 30 days. And
because I think from the Town's perspective,
you don't want to drag this on either, okay?
MAYOR VORESS: Right.
MR. ROBERTS: The unfortunate part is
that I guess this agreement doesn't even
allow -- I think implicitly, but not
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
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explicitly, allow the Town to go there too if
you don't want to get a hearing on it.
Because the difficulty is they could, you
know, say there's a breach. They could sit
around a couple years and wait and say, hey,
you breached the thing two years ago, much the
similar thing what they did in the underlying
suit here. They claim that there was a breach
in 1984 and '85, but suit wasn't filed until
'87. And they did essentially nothing during
that period of time. And I think, you know,
that could happen again.
So that's why you want the limitation
of damages to be a certain amount for delay.
Because they have it in their power to delay.
They can sit and do nothing for four or five
years and then go back in and say, gee, I've
lost all this time value of money and da, da,
da, da. And come in there and essentially
turn it into just a collection thing rather
than a development thing. And that's why I
put these liquidated damages provision in
there, so that we know in advance exactly what
it is.
Now, what they want as a general, any
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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other remedy available to them in law, okay?
what I have suggested in here in Paragraph 5,
other damages proven by the preponderance of
the evidence to have been proximately caused
by breach of this agreement by the Defendant.
What I'm telling you is that in my view
limits them to contractual damages. What I
can't tell you is what those contractual
damages would be, okay?
I can easily envision that it could be
multimillion dollars. If you get a scenario
where they come in. Some buyer says, I bought
this property because I could build all these
things. And now I went down to Harry
Heithaus, the building official, and he denied
my permit, and this is confidential
fortunately, denied my permit and you as a
Commission never heard that.
Four years later he comes in and says
you denied my permit, or I got a letter here
from Bruce Sutherland that says that there's
no zoning on the thing, or some Planning and
Zoning Commissioner, Planning Board member at
a meeting says, you're tough out of luck.
You'll never get a permit out of me. They sit
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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back, four years later and he goes, well, you
know, they agreed that they would do this,
and they didn't do it, and it was breached by
the building and zoning official. I've lost
the value of my property, so my damages --
proximate value of my damages, or the loss of
this property.
And guess what? I've got an appraisal
out here from my favorite appraiser that says
the property is worth $24 million now. And if
I would have been able to build this
two 18 -story feature in there, and since I've
lost all of that, you owe it to me, okay? And
that could very easily be contractual damages,
okay, for noncompliance by one of your
building officials or a finance official or
Town Manager or something like that and you're
stuck with it. And you know, that's a
scenario I can envision.
But if you leave this out and you
simply say that the only remedy you have is
going to Court and enforcing me to do this,
and if during the time it takes you to go to
Court you're delayed, you've got to pay me
this money, okay? You know exactly where it
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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is.
So I don't recommend that it be done.
But I think that if you allow it to be done,
if you allow any other remedies or you allow
for five in there, you're subjecting yourself
to the potential of that occurring.
MR. AUGUSTEIN: That's the way I read
it.
MR. RAND: What does the word
"proximately" mean?
MR. ROBERTS: That's just -- proximate
cause is legal cause. It's a term of art that
lawyers use, that you know, if the damage has
to be as a result of this breach, it can't be
as a result of something else like market
conditions. But unfortunately just because
the reason you're asking me that question, you
don't know what it means, six, twelve jurors
don't know what it means either, okay. It's
the best term we have. But if they think
there's a connection between the two, that's
proximate cause.
MR. RAND: All right.
MR. AUGUSTEIN: Rusty, if you know the
prevalent dangers in here, why did you put it
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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in?
MR. ROBERTS: I put it in because I
received a rather scathing letter that I
wasn't doing enough to expedite this matter.
So I wanted to make sure that you had my best
thinking at this meeting of what other clauses
are available, even though I didn't
recommended them.
MAYOR VORESS: Let me make the point.
I wrote Rusty a letter and told him I was not
satisfied when he was responding to what Jay
said had to be done so there wouldn't be a
deal breaker. Let me ask you this, question,
Rusty. You talked about people could wait
three or four years to do that. Is there
anyplace here in under A of the Remedies where
the Plaintiff and their successor and owner
shall be entitled to -- to say they should
promptly seek relief and are entitled to?
MR. ROBERTS: No, there's no time limit
on them.
MAYOR VORESS: Well, but we could put
something; could we not? Your pitch was that
somebody unknown to the Town Commission would
say, well, I am not going to give you this or
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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I am not going to do something, so they just
sit and wait and nobody knows about it.
MR. ROBERTS: It could be drafted in a
sense that if there .is a breach, that you have
30 days within which to seek a remedy on that
breach or you waive it.
MAYOR VORESS: Or promptly, yeah, to
move along. You know, that ought to do that.
MR. AUGUSTEIN: Yes, but they will seek
a breach with the possibility of getting the
same --
MR. ROBERTS: Yes, but I'm not saying
they necessarily have to wait four years to
have these damages. They could say the first
breach of it.
MR. RAND: I think there's been a false
impression given as far as the possible
consequences of this. I think some of
Commissioners are under the impression that if
there is a violation of this agreement, that
they're automatically going to be able to
collect $20 million, which is what they had
the under the judgment, and that's just not
so. It could be, depending on what the
violation is and what the Magistrate decides,
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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okay?
They have the right under this
agreement to go to a Magistrate and claim
damages, okay? You're making this provision
in 5. That doesn't mean they're going to
collect $20 million. It doesn't mean they're
going to collect $1 million. It's something
that has to be proven and justified; is that
not correct?
MR. ROBERTS: That's absolutelv
correct.
MR. RAND: So it shouldn't be, and I
just want to make sure my fellow commissioners
understand this, this is not an opening for
them to reopen the judgment that they got in
the Federal District Court. I want you to
understand that.
MR. AUGUSTEIN: I disagreed. It's an
open door to ask for the judgment back again.
MR. RAND: Well, you can sue anybody
for any price.
MR. AUGUSTEIN: Yes, but this gives
them the opportunity to do it.
MR. RAND: It gives them the
opportunity to sue, but that doesn't
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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necessarily mean they're going to --
MR. AUGUSTEIN: They can request it.
MR. RAND: Sure. We can also attack
this if they violate the agreement and want to
do something that's not provided in this
thing, we can sue them too.
MAYOR VORESS: And furthermore, if they
get a judgment, we have the right to appeal.
I mean, this isn't the be-all/end-all thing.
I think that Rusty has confirmed to me that
there's an appeal process here.
MR. ROBERTS: I double-checked that to
make sure that by citing to the U.S. Code
section here, and the Magistrate Rules,
Rule 3 FRCP, Rule 73, and Title 28 USC 636-C
says that essentially a Magistrate can take
over the function of a District Court Judge,
and that any decision from that Magistrate's
decision can go directly to the 11th Circuit
Court of Appeals.
MAYOR VORESS: So we can appeal in the
same manner we did before. I mean, we're not
dealing --
Excuse me, Vice -mayor Paul.
MR. PAUL: As I regroup now, they could
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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collect from us under 2-B, and then go at us
under 5 also.
MR. ROBERTS: Well, I left that in
there, okay?
MR. PAUL: All right.
MR. ROBERTS: I would suggest that if
you were going to adopt 5, that you delete 2,
okay?
MR. PAUL: But it's your recommendation
we not include 5.
MR. ROBERTS: Certainly it is.
Certainly it is.
I mean, the thing of it is is that this
contract here is a settlement contract. And
as I said before, there are two ways to do it
and this kind of flows over to the remedy
section because Sam has found cases, I have
found cases both in Florida and outside of
Florida, that the concern is that if it's for
-- and the case Sam found was for $2,500. And
this is for five and a half million dollars.
If you can't come up with the money
right away, or the money as is described in
here that you're going to save, then I can
assure you they will take the position that
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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there's a failure of consideration. And
there's substantial body of case law to the
effect that when there's a failure of
consideration, you can do two things. You
have an alternative. You can elect to pursue
on the contract your remedies, or you can just
void the contract, okay?
And when they void the contract, then I
think they would go back to the Federal Court
and say, gee, I entered into a settlement
agreement. They didn't pay me, and so
therefore it's void and I want my judgment
back, even though I've executed a
satisfaction, because my satisfaction was
based upon the promise that they would pay me.
And if they haven't paid me in the fashion
they said they have, I want my judgment back.
MAYOR VORESS: But we as a Town --
MR. RAND: But that's not a danger,
Rusty.
MR. ROBERTS: That absolutely is a
danger.
MR. RAND: I don't see the monetary
consideration being a danger as I've indicated
in the report that I'm going to make.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: Okay. And I don't want
to get onto that thing too, but I just want to
add the principle in dealing with remedies,
that if in fact that would occur, I can see
very easily the Court reinstituting that
judgment.
MR. RAND: Sure. I wouldn't doubt
that.
MR. ROBERTS: Now again, there are
provisions in here that have been added to try
in a fashion to shore up so there's no
question that if you don't pay, the only thing
you -- and that's why I put the provision in
there, if you don't pay, your sole remedy is
getting a judgment for that amount, okay, --
MR. RAND: Right.
MR. ROBERTS: -- not going back to that
judgment or trying to do that. But you get
back to what are the potential damages. And I
don't know how more to say it is then if you
leave it open-ended, you expose yourself to
this.
And ordinarily, you know, I would agree
with you, Commissioner Rand, that you know,
that is so far afield, that it's probably not
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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something that you've got to be concerned
about. But you have to remember, if you agree
to this, okay, and the 11th Circuit Court of
Appeals, you know, affirms and reinstates the
previous panel opinion, you're sitting out
there with a published panel opinion saying
that you can lose big bucks on a case like
this, okay?
And I think that they're going to be
back in Federal Court. And I've said all
along that I don't see how, and I still don't
see today how they get to that judgment
because that's just not the law. But that's
the things that can happen.
And I think if you agree to this, you
know, sure, the law may not envision that, but
can it happen? We know that. We know it can
happen.
MR. RAND: I wouldn't disagree with
Rusty. If there was a default as far as the
payment of the monetary consideration, that
they could conceivably go back and say that
this agreement is null and void, several years
null and void, and thereby go back to the
Court and make an attempt to reinstate the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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original judgment. I don't disagree with
that. But I don't think that that's going to
happen as far as the monetary consideration.
I think what we should delve into and
be specific about, what could conceivably take
place under this agreement based on what we're
allowing them to build in Town on the property
that they have? What could we possibly do to
create a violation?
MR. ROBERTS: Not give them a permit,
not give them a hookup, have somebody --
MR. RAND: But we've agreed to do that.
We have agreed to do that.
MR. ROBERTS: I understand that you've
agreed to do all that.
MR. RAND: So who is going to refuse to
do so? I don't understand.
MR. PAUL: You don't know down the line
who's going to be here.
MR. RAND: And you're going to tell me
that they're going to go to the building
department, considering the importance of this
case, they go for a permit from the building
department, the building official arbitrarily
refuses to give it, we're not going to know
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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about it? You've got to be kidding me.
MR. AUGUSTEIN: Commissioner, by the
time this development is finished, none of us
will be here.
MR. RAND: Well, whoever the Commission
then --
MR. AUGUSTEIN: But they --
MR. RAND: -- should certainly give the
building official instructions that any permit
that is requested on this particular property,
has to be referred to the Town Commission in
the event that it is refused.
MR. AUGUSTEIN: This is basically the
same thing which you said is a deal buster to
them, the reinstallment of an original amount.
This makes it possible.
MAYOR VORESS: Well, this is no
different than the Boca B & C site, Dave, or
Ocean Place, --
MR. AUGUSTEIN: Okay. How?
MAYOR VORESS: -- that we agree, for
instance in that case, Boca B & Cr if we
hadn't done that, they could only come back
and get us about the agreement. I mean, there
is no way you can prevent all risks from
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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taking place in any agreement.
MR. AUGUSTEIN: Well, we certainly can
make an effort not to make this --
MR. EYPEL: May I ask a question,
Mayor?
MAYOR VORESS: Sure.
MR. EYPEL: May I ask something, Mayor?
MAYOR VORESS: Sure.
MR. EYPEL: My problem with 5 is as
follows: We are, in essence, signing an
agreement with these folks that we will
each -- that they will be given certain
concessions. We are going to pay them a large
sum of money. If it is in fact their intent
or their successor's intent to build a project
there --
MAYOR VORESS: Uh-huh.
MR. EYPEL: -- then so be it. Let them
proceed. Let them build it out. Take
advantage of if somebody delays their movement
forward, $1,000 a day up to $60,000 a day.
That sounds reasonable to me.
But what I'm concerned about is what if
some unscrupulous -- well, not even
unscrupulous, some developer comes along and
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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70
thinks he has bought a beautiful piece of
property that is going to make him wealthy and
retire, and he finds out that he, in fact, has
a piece of property that is not such a great
opportunity. It then behooves him to look for
ways to find a contractual --
MAYOR VORESS: Sure.
MR. EYPEL: -- fault or a contractual
problem with --
MAYOR VORESS: Uh-huh.
MR. EYPEL: -- the Town. And believe
me, I think it's not unreasonable to think
that if somebody wants to find a reason to sue
you bad enough, they're going to find a reason
to sue you.
And I just feel that if we are going to
sign a stipulation to this agreement and we
give them these concessions, why do we have to
go beyond that? Why do we have to give them
even more opportunity to -- I mean, we are
conceding in this settlement. We're giving
them the right to build under the parameters
that we've all agreed to. Let them proceed.
I honestly -- if somebody can tell me why we
should give them an additional --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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(Thereupon, Mr. Schoech exited the
room.)
MR. EYPEL: -- way to exert leverage on
us, I'd like you to tell me, why should we do
that?
MR. RAND: Let me ask you a question.
MR. EYPEL: Yes.
MR. RAND: Would you agree that if we
did default on this agreement, okay, that it
becomes null and void? Would you concede that
point?
MR. EYPEL: If we --
MR. RAND: If we defaulted on this
agreement, okay?
MR. EYPEL: If we didn't pay them the
money --
MR. RAND: If we didn't pay them the
money or created a violation --
MR. EYPEL: Didn't give them the money.
MR. RAND: -- of the agreement, we
didn't give them a permit or whatever, would
you agree then that at the very least this
agreement was declared null and void?
Wouldn't you have to do that?
I mean, you can't have it both ways.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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If you make an agreement and you violate the
agreement, then it's null and void and they
would have remedies, wouldn't they?
MR. EYPEL: Okay. So what your saying,
John, is that if we defaulted --
MR. RAND: Yeah, that's exactly what
I'm saying.
MR. EYPEL: If we defaulted, all right.
I would agree with you, John, but I must say
that the purpose of the Town Commission and
the government in this Town is not going to be
to impede these people's movement forward, I
don't think. I would say the likelihood of
them defaulting was far greater than us
defaulting.
MR. RAND: I quite agree with you.
MR. EYPEL: Much, much more so, because
they are for profit. They are looking at this
from --
MR. AUGUSTEIN: Can I add something to
that? If we default ourselves, then it is our
fault and we are responsible.
MR. RAND: Right.
MR. AUGUSTEIN: However, if we get an
adverse decision over a complaint that is not
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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73
our fault, we are still going to have to pay
perhaps the entire thing over again. So why
give them the opportunity to get that back?
MR. RAND: We keep saying that we run
the risk that we're going to possibly have to
pay the original judgment.
MR. AUGUSTEIN: Right.
MR. ROBERTS: I find that very
difficult to understand if in this agreement
we are vacating all the judgments. They're
going to have to go through a new trial in
order to be able to collect that amount of
money, maybe use the same argument. But this
isn't the case where it's automatically going
to be that they're going to collect
$20 million. They're going to have to have a
new trial, present the evidence, and justify
that they are able to collect the money
because we violated this agreement.
MR. AUGUSTEIN: But this gives them the
opportunity.
MR. PAUL: Yeah, why are we giving them
one more chance to get at us if we don't have
to?
MR. RAND: But you didn't answer my
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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74
question. If we violate this agreement, would
you concede the point that it becomes null and
void; yes or no?
MR. AUGUSTEIN: If we violate the
agreement?
MR. RAND: Yes.
MR. AUGUSTEIN: Purposely, yes.
MR. RAND: Okay. So then aren't they
entitled to some remedies if that's the case?
MR. EYPEL: Well, I don't know, John.
MR. RAND: What do you mean?
MR. EYPEL: I don't know if they are.
MR. RAND: That would --
MR. EYPEL: Because we are conceding.
We're giving them -- in order to assume that
risk, we're giving them five and a half
million dollars --
MR. RAND: Okay.
MR. EYPEL: -- of the Town's money.
MR. RAND: Right.
MR. EYPEL: And for them then also to
have the opportunity to go back and sue us for
damages, contractual damages, I just think
we're exposed to far too much risk there. I
really feel that.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: Then they could use the
argument based on their previous experience
and that's what I think Mr. Hambric alluded
to, that he can't trust us. However
unjustified that opinion is, they could say,
well, you guys signed this agreement for the
express purpose of avoiding a $20 million
judgment, and settled fore five and a half
million dollars, and you never had any
intention to live up to the agreement. And
after the agreement was signed, you paid the
five and a half million dollars and you're
going to walk a way from it and forbid us from
building as you have indicated here. And he
could use that argument.
They're trying to act in good faith
here. I can't conceive of this Town, whether
it be this Commission in power or any other
Commission down the road in power, that would
do anything to run the risk of creating a
violation of this agreement.
MR. AUGUSTEIN: I agree with you.
MR. RAND: It's just inconceivable.
MR. AUGUSTEIN: I agree with you.
Every word you said is true, but what if the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Commission doesn't do it but an owner who has
found himself losing his money --
MR. EYPEL: I'm not so concerned about
what we are doing, John.
MR. AUGUSTEIN: We intend to live up to
it, and we all know it.
MR. RAND: But as Mayor Voress
mentioned before in his letter to Rusty, we
have had settlements in this Town before,
okay? And are you saying that in those
agreements, they couldn't sue us if there was
a default under that settlement stipulation
like --
MR. EYPEL: Yes, uh-huh.
MR. RAND: -- with the B & C and so
forth?
MR. EYPEL: That is correct.
MR. RAND: That they couldn't sue us?
MR. EYPEL: Couldn't, correct?
MR. ROBERTS: That's right.
MS. MARIANO: They couldn't sue us. We
agreed upon that. In fact, your specific
point was, for instance, how would a building
official not issue a permit and nobody would
know about it.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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The problem with that is if eight years
from now or seven years from now, there's an
owner who finds himself on the losing end
economically of the deal, a bad deal that he
has bought, he realizes he bought a lemon
piece of property, there are any number of
ways he can come in and slightly change
something to where he knows the building
official is not going to issue the permit, and
we wouldn't know about it because he's not
going to come and complain to the Commission
about it because it's going to be his plan to
wait until he can come in two years from then
and say back two years ago I didn't get a
permit, the same way this happened, back two
years ago. We may not know. As a Manager I
may not know if it's their intent.
We're trying to go into this in good
faith. But if somebody doesn't have good
faith, and they have ulterior motives, they
can do something and not complain to the
manager and say, Mr. X didn't issue me a
building permit. They can hold up for two
years and then bring us back to Court for
whatever the other damages might be.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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W-
I think the only thing Rusty is saying
is that we didn't think we would have gotten
here five years ago and say they would have
never, ever in a million years, and there's no
way they could ever come up with those kind of
damages. We all see what could happen. So
nobody could guaranty anything with regard to
what -- it may go back and maybe they'll get
nothing, but maybe they'll get, you know, more
than we had the first time. There's no way to
judge that. And I think that's what Rusty is
saying.
MR. RAND: Well, that's a normal risk.
They still have to go to the Court to prove
their case and the judge would have to be
satisfied that they have proven their case and
award damages based on the arguments that are
offered, and you have that risk in any
agreement that we have.
MAYOR VORESS: Absolutely. And I would
say if we could have a Town policy that any
employee of the Town that's dealing with the
Hidden Harbor relationship, any requests made
by them, it would also be issued to the
Commission to make them aware of what's going
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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on.
79
Certainly if the Town -- if the
building official is asked to issue a permit
on the Hidden Harbor property, we have a Town
policy that says anything that relates to
Hidden Harbor will be also copied to the
Commission. The Town Manager doesn't have to
know what's going on. She can be advised as
well as the Commission. That's easy to do.
I'd like to make one other point. I
think all of these things are great
esoterically to talk about, but the reality of
life is if we don't give the RTC some relief
in this area, and that's what Jay Hambric told
us, and it relates to what Commissioner Rand
said, relative to trading the $5.5 million
suit for a $20 million suit, if we don't do
that, we are in effect saying that's a deal
breaker and we're casting our lots with the
Court. Now, that's their position.
MR. AUGUSTEIN: We were willing to do
that three weeks ago.
MAYOR VORESS: Well, we may have been
but I --
MR. RAND: Dave, excuse me. What we
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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agreed three weeks ago was because we were led
to believe that there was a danger that if
there was a violation of this agreement, that
they could collect $20 million.
MAYOR VORESS: Good.
MR. RAND: That was the premise. And
that we said we would never -tolerate. But
that's not the case. I wanted Mr. Roberts to
confirm this. It doesn't mean that they would
get $20 million.
MAYOR VORESS: That's correct.
MR. RAND: It's not an automatic thing,
Rusty.
MR. ROBERTS: Nothing is automatic.
MR. RAND: Okay. I just want to
confirm, because I think, as I indicated
earlier, there is a feeling here that if
there's a violation of this agreement, that
means we're going to pay five and a half
million bucks, and they have the right to go
back and get the $20 million judgment
reinstated. And I find that absolutely
impossible to believe.
MAYOR VORESS: That's untrue. It has
to go to the Court.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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(Thereupon, Mr. Schoech returned to the
room.)
MR. EYPEL: Why can't we -- Excuse me,
why can't we then, instead of saying "other
damages", why can't we specifically limit the
damages? Why can't we limit the amount of
damages that they --
MR. RAND: To what?
MR. EYPEL: Well, let's pick a number.
Let's come up with something reasonable. Can
we do that, Rusty?
MR. ROBERTS: That's what we have
there.
MR. RAND: You've got $1,000 a day.
MR. EYPEL: No, I'm talking about 5.
It says "other damages". Isn't that what
we're arguing about here?
MR. PAUL: I don't want it in there,
period, because it's another door opening to
them.
MR. ROBERTS: I'd like to point out
that I looked back. The Milani case that we
just settled has no provision for remedies,
okay? Cooaught, which I dealt with
previously, has no provision for remedies.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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M
And that was Randy Schatz, one of their
lawyers right in our -- one of the RTC lawyers
that handled that. Draxel has no provision
for remedies, okay?
Those are three settlements that you've
done for the last three years. If there is
not -- well, all they have is just continuing
jurisdiction of the Court to enforce that
agreement. And all that means is, and it's
not even specified in those agreements, all it
means is if they feel you violated, then can
file a motion with the Court and have a
hearing. The Court either says you have or
you haven't, and that's it. There's
absolutely no monetary risk in any of those
three agreements.
MAYOR VORESS: How about Tom Sliney's
agreement, Rusty?
MR. ROBERTS: I didn't do that.
MAYOR VORESS: But they do have relief.
MR. ROBERTS: I didn't do that.
MAYOR VORESS: I talked to someone that
participated in that.
MR. RAND: Rusty, if we leave off five,
just for the sake now of discussion, if we
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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left off Paragraph 5, would you tell me then
that they would have no right to collect any
damages other than the $1,000 per day? Is
that what you are saying?
MR. ROBERTS: Correct.
MR. RAND: So even if there's a
violation of the agreement, the most they
could hope to collect is $1,000 a day or
$60,000 year.
MR. ROBERTS: For your violation.
MR. RAND: Right, for the violation.
MR. ROBERTS: True.
MR. RAND: That's the only
consideration they would get for any
violation.
MR. ROBERTS: That's correct.
MR. RAND: And even if the violation
means that they can't build, okay, the 427
units --
MR. ROBERTS: Well, let's look at it.
If it is a violation and it is found to be a
violation, then one presumes that the Court is
going to instruct you to let them do it, okay?
So therefore they're not damaged, okay? And
to their credit, if they've taken 60 days to
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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do it, you're going to pay them $60,000 for
the damages for delay and that's it, okay?
If it is not a violation and they went
to Court and they lose, they're going to pay
your attorney's fees, okay? And they're
wrong, okay? And that allows that if -- and I
think this is currently appropriate, that if
you feel that there's a violation which is in
all the contractual contracts, mortgages like
that, you have a certain period to exercise it
or you waive it. And I don't see a problem
with putting that in there too, even if you
don't. See, the problem is it's just exactly
what happened in this case. It's like
deja vu.
January 14, 1986, their guy from
Arizona comes into this office right over here
to Bruce Sutherland with an application for
the permit for the beach clubhouse, and gives
it to him, and Sutherland says that you know,
that zoning is over, rightly or wrongly, you
know, it's denied.
Now, Dick whatever his name was, went
to Hugh Williams, the Town Manager, and he
said you've got to cross your is and dot your
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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i's, and that didn't come up to the Town
Commission until years later during the course
of the litigation, okay? Those went in there
because he came in with something that wasn't
in accordance with the zoning board. Now,
what would prevent somebody who owns it at
that time from essentially coming in with an
18 -story tower, 26 -tower plan, and coming in
and saying, gee, I think this complies. And
the building official says, no way does it
apply. I'm not going even going to look at
it, okay? Now, you've got your claim of
breach.
You and I agreed we ought to win that,
right? Well, me and a lot of other people
agree we should have won back in February of
'92 too, but we didn't, okay? And I think the
11th Circuit might agree with us, maybe they
won't, that we were right. But the point of
the matter is that that's all, as you said,
that's all it takes for somebody to sue. And
all it does is then they come into Court and
say, gee, I've lost another $20 million, John.
And we're down here meeting again
because now we want to restructure the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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settlement because there's a claim of $20
million out there pursuant to the damages
provision here. And if you don't give me what
I want, then you know, I'm going to sue you,
and I'm going to cause you attorneys' fees and
your insurance carrier is going to deny you
coverage. And you're going to say, gee, isn't
it better we settle with them and give them 18
stories than go through all this litigation?
MR. RAND: Let me ask you this as a
possible compromise. Can we put down that
they would have other damages if we failed to
abide by an order of the Magistrate?
MR. ROBERTS: You can put anything you
want.
MR. RAND: Would that be reasonable?
In other words, going back to what you said,
if the Court orders us to do something, we
have to do it. We have no choice. So that if
we say, look, if the Court ordered us to do
something, we don't do it, then you're
entitled to sue us for --
MR. ROBERTS: Well, I think --
MR. RAND: -- other damages.
MR. ROBERTS: -- they can already do
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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that. I think that you don't even have to
have this agreement.
MR. RAND: Well, that's my point.
MR. ROBERTS: Well, that's my point to
them, that if that Magistrate sitting in the
capacity of a U.S. District Judge tells the
Town of Highland Beach to issue this, and the
Town of Highland Beach doesn't issue that
permit within the time prescribed, he's not
only going to fine the Town of Highland, he's
going to fine every official in here. And
he's going to hold it in contempt. He can
throw your ass in jail -- your body in jail.
MR. AUGUSTEIN: Can you leave me out of
that?
MR. ROBERTS: Okay. He can require to
you post a bond. I mean, that has the full
coercive relief there. And I don't believe --
that's already implicit in there by him going
to the Court. So it really doesn't add
anything in there. And that's my point to
them is they're going to get anything that
they want as far as the breach by these
provisions, okay? And the only reason they
want something else is because they want to
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR
have the alternative. If getting a correction
of the breach isn't best for their purposes,
they want to say, I don't care whether I go
that. I'll just get $20 million from the
Town; that's how I'll make my money.
MR. RAND: But you're saying
$20 million again, Rusty. And again --
MR. ROBERTS: Well, say $10 million.
MR. RAND: -- that's assuming. That's
what bothers me.
MR. ROBERTS: Let me say I'll get
$12 million off the Town.
MR. EYPEL: Can I ask -- Can I make a
statement? I want to ask John this. I tried
to insert your question. John, if by this
agreement the successor or the owners of the
property are fully protect in having this
agreement lived up to on our part, they have
relief. We must live up to this agreement.
If we don't, then they could go to the
Magistrate and exactly what Rusty said would
happen. We could all end up in contempt of
Court if we didn't give them the permit. The
purpose of this agreement is to allow these
people to proceed and build this project as
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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we've agreed to let them build it. There is
no way --
MR. RAND: There's no disagreement on
that.
MR. EYPEL: Okay. Why then -- I'm
trying to find out, if they are given that
ability and they have the protection of the
U.S. Magistrate to do that, plus five and a
half million dollars of our money, why should
we give them more? Why should they have more
rights than what we have agreed to give them?
I mean, I don't understand.
MR. RAND: That goes back to the
question that I asked you before.
MR. EYPEL: Yes.
MR. RAND: If we violate this
agreement, does it become null and void? You
said, yes, correct. In which case --
MR. EYPEL: We are in disagreement.
We're going to Magistrate. We're going to
talk to the Magistrate.
MR. RAND: Fine. All right. So you go
before the Magistrate. We are in agreement
here. We intend to live up to this agreement.
MR. EYPEL: We have to.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: We agree. We have no choice
but to do so. So the only danger is that some
unscrupulous individual who eventually buys
this property or gets it through some means,
okay, is going to attempt to cheat us and come
up with some fabricated excuse to stick it to
us and saying you guys violated this
agreement. Well, we didn't violate it. Well,
I say you did violate the agreement and I'm
going to take you to Court and I'm going to
sue you for $20 million, right? Okay. He has
the right to do that. You can be sued for
anything, okay? That doesn't mean that he's
going to win. We are --
MR. EYPEL: Well, --
MR. RAND: -- there's no doubt in our
minds. I think we're all in one agreement in
that we have no intention of violating this
agreement. If there's a violation, it's going
to be something that they are accusing us of
violating, right?
MR. AUGUSTEIN: No, but John, it gives
them the possibility of winning.
MR. RAND: But they can sue us anyway,
Dave. Nothing is to prevent them.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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91
MR. AUGUSTEIN: Fine. Then why put it
in?
MAYOR VORESS: I'll tell you why,
because we're not giving this to the RTC.
We're giving this to the person who buys the
property.
MR. EYPEL: Right.
MAYOR VORESS: Let's say the property
is sold to person or a corporation XYZ for say
$20 million. That person that buys it wants
to make good on his or her $20 million
investment, and they're saying to the RTC for
whom they're buying, suppose that bunch of
cats down in Highland Beach won't let me do
something, they, the RTC as an owner of --
current owner of the property convey the
title, somebody else and say, you have the
right to take that Town to Court if they don't
do what they have agreed to as it relates to
this settlement, the building parameters. And
that's what the RTC is asking for.
If you say, okay, you put $20 million
in, and I'll give you $1,000 a day on a
$20 million investment, that number is way
low. I'm just saying to you they are merely
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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Ci
saying that they have the right to come back
and sue us. Whether we put that in or not,
they're going to have that right.
MR. PAUL: So why emphasize it?
MAYOR VORESS: I'll tell you why.
MR. AUGUSTEIN: Because it's opening a
door.
MAYOR VORESS: There's already a door
open. If we do not put some statement like
this in, the RTC is not going to sign it. And
so we have to decide, okay, if we don't want
to do that, we're going to guess along with
the Court.
MR. PAUL: How do we know the RTC isn't
going to sign it? We had a motion on the
floor. The motion was passed that we gave
them -- we're going to give them the deal --
MAYOR VORESS: Period.
MR. PAUL: -- period.
MAYOR VORESS: And they said we need to
know something. The letter we got from
Jay Hambric said, I have got to have some
relief in that particular area. We will do
that.
MR. ROBERTS: Wait. Wait. The court
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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93
reporter has to change her paper. I suggest
we take about a ten-minute break.
MAYOR VORESS: Okay.
(Thereupon, there was an interruption
in the proceedings.)
MAYOR VORESS: I'd like to reply to
Vice -Mayor Paul.
I did, as the Mayor of the Town get a
letter from the RTC which I did indeed
transmit that same day to the Town Commission,
so you do have that, Vice -Mayor Paul --
MR. PAUL: I didn't say I didn't have
it.
Okay.
MAYOR VORESS: -- for the record.
MR. RAND: Are you reconvening the
meeting?
MAYOR VORESS: Yes.
MR. RAND: I'd like to continue the
discussion regarding remedies. And judging
from the remarks from the other Commissioners
here, perhaps there might be a basis of a
compromise. What I'd like to suggest and
Rusty, please guide us. Under B, we say "The
Parties stipulate and agree that the remedies
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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94
available hereunder include, and the
Magistrate shall have the power to order,
(1) mandatory and injunctive relief in order
to specifically enforce this settlement..."
(2), leave out Paragraph 2.
Then go to judgment against the
Defendant for any unpaid balance due as you've
written here, which is perfectly okay. Number
3 would then become "actually incurred and
paid attorney's fees and costs for one
attorney for the prevailing party, and then
leave out 5.
MR. ROBERTS: So you're saying --
MR. RAND: Leave out 2 and 5.
MR. ROBERTS: 2 and 5.
MR. RAND: Because the Magistrate has
the power to order mandatory and injunctive
relief.
MR. ROBERTS: Sure.
MR. RAND: Okay? Which he has the
power to do. So let's take out 2 and leave
out 5. How does that strike you?
MR. AUGUSTEIN: Fine with me.
MR. PAUL: Fine.
MR. ROBERTS: Fine.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. EYPEL: I'll buy that.
MR. RAND: Good. Done.
MAYOR VORESS: Now, let's understand
what mandatory and injunctive relief is. That
could be forcing us to do something, --
MR. ROBERTS: Yes, sir.
MAYOR VORESS: -- forcing us to pay
some remedy, correct?
MR. ROBERTS: No. That's got to be
forcing you to do something. I don't know
that that's going to necessarily force you to
pay anything.
MR. RAND: But it could, Rusty, right?
MAYOR VORESS: Let's talk about what
injunctive relief is.
MR. RAND: Injunctive relief would
constitute a monetary consideration, no?
MR. ROBERTS: No. That is not
generally considered to be payment of money
other than a -- what you have to understand
when you deal with contractual relief and
contractual remedies and that's why you want
to be clear about what your remedies are, so
he can force you to do certain things.
He can force you, let's say, for
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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instance, you shall -- the prohibition is you
shall not adopt any moratoria or former zoning
which will impair them. They come in and say,
they adopted this, this is impairing me, okay.
I order you to not adopt that, because it
impairs them, okay? But that's not paying
them any money.
MR. RAND: Right. But the whole idea
is they should be satisfied with this approach
for the simple reason, they have the
protection that we are not going to back down
on this agreement --
MR. ROBERTS: Will not?
MR. RAND: So what the hell are you
worried about?
MR. ROBERTS: Absolutely.
MR. RAND: So my suggestion would be
that we leave in 1, remove Paragraph 2 and
remove Paragraph 5. I trust the other
Commissioners are agreeable?
MR. AUGUSTEIN: I'm agreeable to that.
MR. PAUL: Yes.
MAYOR VORESS: I'd like to make this
point. If I owned the property and through
some action of us, maybe inappropriate, we
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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97
kept somebody from doing something for a month
or two months, certainly they're going to have
the money that they've got invested, that
they're not going to be returned.
MR. RAND: Okay.
MAYOR VORESS: I'm not sure we're
denying people if we did something wrong for
some money.
MR. RAND: But then maybe they might
then come back to the suggestion that Rusty
made that we'll give you monetary damages of
$1,000 a day, because we've approved of this
before so we hold that in reserve. If they
object to the elimination of 2 and 5 like I'm
suggesting, then we could only agree to
consider later on reinstituting Paragraph 2.
MAYOR VORESS: Or some modification.
MR. RAND: Or some modification
thereof.
MR. AUGUSTEIN: Paragraph 13 on that
subject, we have cooperation which we're
signing on. "The Defendant shall use its best
efforts to cooperate in any efforts to obtain
any permit, consent or cooperation from any
other bureau, division, agency, department or
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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S
any other governmental agency..." We're
signing on that too.
MR. RAND: All right. Well then, have
we agreed on the remedy portion? Okay. So
that takes care of that.
MAYOR VORESS: I would like to ask one
other thing.
Rusty, you made a big point. They
should do this promptly. That they can wait
for three or four years and then come back and
get us. Should we add something in here that
says promptly to complain back over here under
"Remedies. "In the event that the Plaintiffs
or any Owner alleges that..." blah, blah,
blah. The Plaintiff or Successor/Owner shall
promptly advise and be entitled, to make it as
a point here that we expect if they are held
up for any reason, they should promptly --
MR. RAND: Should we say "prompt
action"?
MAYOR VORESS: They should promptly
complain or promptly identify that they have
been constrained from operating under these
parameters and they shall be entitled to -- Do
you follow what I'm saying?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: I understand what you're
saying. Yes. I mean, I don't know that I can
draft such a thing and label it right off the
cuff, because then if it gets -- But I can
draft something like that.
MAYOR VORESS: It's just we want to
know right away. Is that correct or it's not
correct?
MR. EYPEL: Well, my thoughts on that,
Mayor, are that what would be their motivation
not to promptly -- If we remove 5 --
MR. RAND: Like Rusty said, they could
wait two years to make the claim.
MR. EYPEL: But you see, the point of
that discussion was the reason they were
waiting two years was because they felt that
there was a chance to sue for considerable
damages here, you see. That was the
motivation. I'm saying that there's a
potential for someone to do that maliciously
and on purpose. And it happened. It's
already happened here.
So if we remove that section of the
damage of the remedies, I can assure you if we
violate this agreement, we don't allow them to
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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do what this agreement says we're allowing
them to do, they'll be on us the next day if
we don't, because they don't have any
recourse.
MR. ROBERTS: You know, and I would say
that I think that they would clearly find that
objectionable, because what -you're essentially
suggesting to them is if there's a breach,
you've got 30 days to take action or you waive
that breach.
MAYOR VORESS: That's not what I was
saying.
MR. ROBERTS: Yes, and --
MAYOR VORESS: I just wanted to get
the thought across.
MR. AUGUSTEIN: That sounds good.
MR. ROBERTS: Yes, I mean, that sounds
great. But I think they're going to find that
because the difficulty of any breach of any
agreement is when did it occur and you know,
if you said, oh, I'll deny it but I'll think
about it and I'll get back to you in 30 days,
and then the 31st day you get back and say,
yeah, fine, I'm not going to do it.
MAYOR VORESS: I was thinking, any
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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successor owner shall promptly identify
failure of 1, 2 or 3, which is what you have
up here up here right above it, and shall be
entitled to. You don't have to put the time
frame on it. We're just asking them to
identify where those pages are. They're
identified in 1, 2 and 3.
MR. ROBERTS: I can put it in there. I
mean, I can put in, upon a duly filed and
promptly -- promptly and duly filed and served
motion.
MAYOR VORESS: Okay.
MR. ROBERTS: But I don't know if that
means anything.
MAYOR VORESS: Okay.
have any problem with that.
MR. RAND: Okay.
next.
Okay. I don't
MAYOR VORESS: Let's go to monetary
MR. RAND: May I? I've given each of
you a copy of the presentation that I intended
to make. So I'd like to read it for the sake
of incorporating it into the record.
Since I have been delegated by the Town
Manager to review the financial aspects of
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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this settlement and specifically to recommend
to you the parameters of how we should go
about funding the payments required, I should
like to make the following comments and
suggestions especially in light of recent
correspondence and meetings with our two
attorneys involved in this case and also with
the bond underwriting firm of Stifel, Nicolaus
& Company who are known to us from a previous
Town bond issue.
At our public meeting pertaining to
this unfortunate litigation which was attended
by a surprising number of our residents who
unmistakably and unequivocally encouraged us
to settle this matter out of court even if the
cash to be paid is $5.5 million, I asked
Attorney Charles Schoech whether or not a
referendum was required if we arrived at a
settlement. His reply was that as long as a
court order is issued directing us to make
payments as well complying with the other
terms of the settlement, no referendum was
required.
In the minutes of the March 28, 1995
Executive Session, Pages 63 to 65, Mr. Schoech
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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again stated that opinion which was confirmed
in his letter to us dated April 18, 1995.
However, in that letter he brought up for the
first time that it will be necessary to
validate the bonds through a Circuit Court
Bond Validation Proceeding.
In a meeting held on April 19th
attending by two representatives of the bond
underwriter, Mr. Schoech, Mrs. Mariano,
Mr. Seaman and me, I questioned him about
that point and stated that in my opinion a
bond validation was not required but might be
advisable. He agreed that it is not legally
required, but it would be added protection
for us and would facilitate the sale of the
bonds. However, it should be borne in mind
that a validation proceeding could take
considerable time to accomplish, although
Mr. Schoech felt it should not take more than
60 to 90 days. Our underwriter mentioned 120
days. But he cautioned that it could take
longer and the validation request could
conceivably be refused.
I note that Mr. Roberts has addressed
this issue on Pages 13 and 14 of the latest
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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draft to which I have no objection. However,
I want to allay your fears that if we don't
obtain a validation of the bonds, we would
then have to pay a balance of $3 million due
under the settlement by increasing taxes
$1 million for each year for a three-year
period. Such an event need -not and will not
happen.
If for any reason we cannot get a
validation of the bond issue, there is another
financial vehicle that can be utilized. That
is instead of issuing bonds, we would issue
Certificates of Participation, commonly
referred to if as "COPS", which would have the
same maturity schedule of the bonds, a copy of
which has been furnished to you, but might
result in a one quarter of 1 percent higher
interest rate than what we would have to pay
via the the bond route.
COPS do not require a validation. In
essence, it ks a lease -type deal. But
servicing of that obligation would have to be
included in the millage rate applicable to our
operating budget which has a cap of 5 mills.
Whereas the millage applicable to debt
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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servicing of a bond is considered separate and
apart from the operating millage rate.
I'm not opposed to a bond validation
proceeding. And as stated earlier,
Mr. Roberts has covered that contingency in
the new draft if we fail to obtain it. I'm
merely trying to inform and convince you that
it would not be the end of the world if we
can't obtain it.
I also, for the sake of perspective,
wish to advise you that I have had second
thoughts about floating a 10 -year
interest -only bond with a call provision after
5 years. In that scenario we would eventually
have to refinance the balloon payment either
at the end of 5 years or at the 10 year
maturity date. The underwriter has convinced
me to consider floating a 20 -year bond issue
with a principle amortization beginning with
the 6th year as per the schedule in your
possession. We would still have a call
option, but it would only be after 10 years.
Furthermore, since we have not yet
decided how we would fund the purchase of the
fire engine to be delivered in the late fall
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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!Me
of this year, you will note that the bond
issue to be considered has been increased by
$350,000. It should really be for $420,000,
because that is the unpaid balance of the fire
engine. But you can decide whether you want
to leave it at three fifty or increase it to
four twenty, which would be my recommendation.
If you consider the very favorable
interest rate that we have to pay on the
bonds, I recommend that we finance that
purchase through the proposed bond issue. My
recollection is that a referendum is also not
required for that purchase.
Can you confirm that conclusion,
Mrs. Mariano?
MS. MARIANO: Well, yes. On Page 13 in
your charter, which is Section 2.01,
enumeration of powers, 41, it's signing
limitation. It says any single project,
accumulation of projects of Town services
requiring an allocation of more than $350,000
in any given fiscal year. So over 20 years it
would never be --
MR. RAND: Okay. So that is correct,
that a referendum under that ordinance would
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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107
not be required. All right.
We also have to recognize that if for
any reason, our insurance carrier does not pay
the $1 million, our Town is liable for such
payment. Consequently, the bond issue may
have to be increased by $1 million over and
above the $3 million that the Town is required
to pay under the settlement and the $420,000,
or $350,000, if you prefer, covering the
balance due for the new fire truck.
Mr. Roberts, do we need a motion to
agree upon this bond issue and/or the COPS
issue if we can't complete the bond issue in
time?
For your guidance, I spoke to the
underwriter who confirmed to me that the
switch to a COPS issue would not be a problem.
And the proceeds would be paid to us in two to
three weeks time after such a change in
financing method.
I would also request guidance from
Mr. Roberts as to how we should address the
following point. We hold three U.S. Treasury
Bonds in our treasury with details as follows:
Face value, there are three bonds of
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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UM
$500,000 each, for a total of a million and a
half.
And the coupon is 6 and 3/8 percent,
and 5 and 1/8 percent, and 6 and 3/8 percent
respectively. With a maturity, one being
$500,000 on June 30, 1997; the second after
February 28, 1998; and the third July 15,
1999.
I was thinking of offering these bonds
at face value to RTC to satisfy our obligation
of paying them $1,500,000 under the settlement
with interest on such bonds belonging to the
Town up to the next coupon payment date, and
thereafter, such interest being for account of
RTC. By so doing, we save about $50,000 in
losses that would result if we had to sell
these bonds in the market to come up with the
cash needed. Besides this a would represent a
saving for the U.S. Government if RTC took
these bonds on that basis since it technically
is prepaying the bonds and saving the
remaining interest to be paid. After all, the
RTC is part of the U.S. Government.
Should we incorporate this matter in
the settlement stipulation or rather attempt
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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109
to accomplish it later on after the agreement
is executed and recognized by the Courts? In
other words, we would have to ask RTC later on
whether they would accept the $1,500,000 due
from us on that basis.
Now, I would like to review, because
there's going to be a change in that
preliminary financing analysis that Stifel,
Nicolaus & Company had sent to you.
On Page 1 where they have the bond
proceeds of $3,455,000, that figure is
correct. Insurance proceeds, $1 million, that
is correct. The City funds should be
$1.5 million, not one million one fifty.
You're going to be get corrected copies of
this, but I just want you to go along with me
on this.
So that makes a total of $5,955,000.
The uses satisfy the judgment of $5.5 million.
Then the underwriter's discount cost and
miscellaneous fees are $105,000, plus $350,000
for the fire truck which would mean
$5,955,000. Now, that figure could be
increased by another $70,000 if you all agree
to finance the purchase of the truck on which
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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there's a balance due of $420,000.
Now, on the next page, and that also is
a mistake, the beginning balance as far as the
bond reserve balance is $2.2 million.
Expenditures applied to judgment,
$1.5 million. And then the fire truck of
$350,000 would mean $1,850,000, which would
leave a remaining balance in the reserve fund
of $350,000. Again, as I said before, you're
going to get corrected copies of this.
However, the third page is correct as
stated. This will show you the principal
payments that we have to make, the first one
being six years after the issuance of the
bonds. And you will note the interest rates
on a sliding scale basis starting at 4.25
going up to no more than 6 percent, which is
extremely attractive, based on today's
conditions.
But I would like to point out to you
that the payments between 1996 and the year
2004 would not require any increase in millage
due to the $367,000 reserve adopted in 1994-95
fiscal year, which is already included in the
millage rate.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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If there are any further questions, I
would be happy to answer them, but perhaps we
should take the second part first.
Rusty, do you think it would be too
complicated to include that offer of a million
and a half face value bonds in the settlement
stipulation or try to accomplish that later
on.
MR. ROBERTS: I hate to do this, but
before I forget it, going back to the Remedies
section --
MR. RAND: Right.
MR. ROBERTS: -- one of the suggestions
made by Mr. Hambric to Mayor Voress in his
April 11, 1995 letter was that the Remedies
section be expanded to include references to
Paragraphs 2-B, 3-A and 3-B. And I looked
over that and I don't have a problem with 2-B
and 3-A. I didn't necessarily hear the 3-B.
3-B was -- it didn't seem to make sense. But
I didn't have a problem with 2-B and 3-A, and
that's in the agreement.
MR. RAND: What was 3-B?
MR. ROBERTS: You have to look back at
the agreement.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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3-B was except as set forth above, the
improvements -- any improvements permitted
hereunder, which permits have not been applied
for, any improvements permitted under which
have been applied for or obtained and have
lapsed may not be reapplied for by the cut-off
date. I didn't see how that was anything that
they could enforce against us. And least it
was something we would enforce against them,
so it wouldn't be in any remedy provision they
would seek to enforce.
Also the stipulation shall not prohibit
the Town from adopting any appropriate zoning
and land development regulations for the
district in which this property is located.
However, such a regulation shall take effect
with respect only upon the expiration of the
cutoff date.
Other provisions say we can't adopt any
zoning inconsistent, which is covered in
Remedies. This is really just kind of just
duplicative, so I didn't see it put in. Quite
frankly, it's not a deal breaker with me.
MAYOR VORESS: No, no. I didn't see
anything wrong.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: If any --
MAYOR VORESS: Their language is a
little different than ours, that's all.
MR. ROBERTS: If that is the final
point to add 3-B, you know, I don't see where
it makes sense, that's why I'm not putting it
in there. I don't know whether it harms us
like that. But as 2-B or 3-A, that talks
about the extending the water/sewer thing, and
I think it's appropriate that that should be
something that they could seek enforcement of.
MAYOR VORESS: Sure.
MR. ROBERTS: And as far as 2-B, which
is --
MAYOR VORESS: We didn't have any
argument about that on either side.
MR. ROBERTS: I don't think so.
MAYOR VORESS: There was no discussion
on the RTC's part or our part.
MR. ROBERTS: They had written that and
suggested that.
MAYOR VORESS: I understand.
MR. ROBERTS: And not put it in, but
it's in.
MAYOR VORESS: There's no difference.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: Quite frankly, I think
because it's covered in other sections.
MR. AUGUSTEIN: Can I interject
something here?
Commissioner Rand mentioned something
about the million dollars from the insurance
company might not be forthcoming. Do we have
a commitment or don't we?
MR. RAND: I didn't say that. I just
want to point out to you that this settlement
is between the RTC and the Town of Highland
Beach, not between the insurance company.
MR. AUGUSTEIN: Oh, I know that.
MR. RAND: It's not the carrier, and
I'm saying in the event that whatever reason
they don't pay us, we've got to come up with
that money. I am not saying it's going to
happen, but I'm just telling you that --
MR. AUGUSTEIN: Right. I understand
that.
MR. RAND: -- we owe, five and a half
million dollars. If the insurance company
drags its feet and doesn't pay us this money,
we've got to come up with it.
MR. AUGUSTEIN: Well, is there any
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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particular reason you mentioned that?
MR. RAND: Well, I haven't seen
anything in writing as to what the hell the
insurance company is willing to pay us, to be
perfectly frank with you. I requested, and I
know Arthur raised that question as well. And
I'm just concerned in never having seen any
confirmation of what they would pay us, I'm
just making sure that you understand that we
are liable for that amount of money if it
isn't paid by the insurance company. We have
no choice. I'm not saying it's going to
happen, but I want you to consider that that
might be a possibility, in which case we have
to incorporate in our bond issue. If we
don't, fine. But you will notice, and I
requested Rusty to change the wording on the
draft about that point in the past. It
was -- let me get it.
MR. AUGUSTEIN: Let me know where you
are.
MR. RAND: One second. I'll tell you
in a second.
Page 6 -- Page 12, I'm sorry. Page 12,
payment by the Town. Previously we said we
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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would pay the five and a half million dollars
in the following manner: $1 million within
five days of the date of the Order, okay? And
I requested Rusty to change it, which he has,
to put in $1 million within five business days
of receipt of such sums from the Florida
League of Cities, okay? In -other words, if we
get it from them, we're going to pay, but I
think the RTC is going to pick that up. I
don't think they're going to let us get away
with that. And they're going to say, well,
wait a minute now, if you don't get it from
the Florida League of Cities, who's going to
pay us the million dollars?
Now, I'm trying to do it this way. In
other words, to say we'll pay the million
dollars within five days after we get it from
the Florida League of Cities. But I think if
they're smart enough, they should pick it up
and say, hey, wait a minute now, if you don't
get it, you're not going to pay us; is that
what you're saying? And the answer has to be,
we have to pay it. So we might have to change
that clause. I just want you to be aware of
it.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Let me ask you this. I
think Rusty is indeed passing these documents
through the Florida League.
MR. ROBERTS: Right.
MAYOR VORESS: And they have -- Do we
have any formal commitment from them, Rusty?
I can't remember that we had.
We had had discussions with Dale Morgan
who is their chief counsel. I'm sure that we
can get the piece of paper that's saying that
they agree that they are committing to that
$1 million.
MR. ROBERTS: It seems --
MAYOR VORESS: We may have that piece
of paper around too. I'm not sure.
Do you know, Mary Ann, whether we have
that paper?
MS. MARIANO: We've got something where
they talked about not objecting to the form of
the agreement.
MAYOR VORESS: Yes.
MS. MARIANO: But inherent in that, and
I think we're assuming that means that they're
going to pay us, --
MAYOR VORESS: Yeah, we would probably
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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need the commitment.
MS. MARIANO: -- but as Commissioner
Rand states, there's nothing where they have
said absolutely, unqualified, you're going to
have the money.
MAYOR VORESS: I think that's right.
MR. ROBERTS: I thought initially when
an offer was made back in early January there
was some correspondence back and forth between
Scott Pendley and Mary Ann to the effect of
gee, if you're going to make that offer and it
includes any of our money, we need to improve
that. And I think the letter was back that,
you know, it's okay. Frankly, and I agree
with you, we should have some documents
confirming to okay that --
MAYOR VORESS: Right. Right.
MR. ROBERTS: -- for our protection.
As a practical matter, I don't think there's a
problem there.
MAYOR VORESS: No. There was a meeting
in Boca Raton with Scott Pendley; Dale Morgan,
who is the chief counsel -- I guess the
general partner for the law firm that services
the Florida League, and at that meeting he
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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said, among other things, if we got this thing
through, that that's all that he would be
willing to recommend that the Florida League
paid, and he was trying to get that
commitment. I think it's available, but we
probably ought to have that in specific
writing.
MR. AUGUSTEIN: I think so.
MAYOR VORESS: Yes, and I think, Rusty,
you would be probably the proper one to when
you send that out, to ask them to provide
that.
MR. ROBERTS: Sure. I don't have a
problem. I'll take care of it.
MAYOR VORESS: I'd like to make one
other comment about the last page of this. It
talks about the increase in tax rate and the
millage rate. This in later years
starting --
MR. AUGUSTEIN: Which one are you
looking at?
MAYOR VORESS: I'm looking at the piece
of paper from the bond firm.
MR. RAND: The analysis that's dated
April 20th. You have to have the one that's
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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dated April 20th.
MAYOR VORESS: It doesn't make any
difference. The last page, this is all based
on the taxable assessed value of the Town of
six hundred sixty-eight thousand -- million
dollars. Our taxable increase is going in
this Town 3 to 5 percent. So that's the basis
on '94. In another 10 years it will be double
that if you add the compound interest rate.
So these numbers will come down because the
value of the Town, taxable value of the Town
will be coming up.
So you must recognize in the millage
rate, that that is based on a constant value
which is not the case, but that value will be
coming up. We get about 3 percent more money
for the same millage rate every year in the
Town and it's taxable.
MR. AUGUSTEIN: Plus we'll be adding
units.
MAYOR VORESS: Pardon me?
MR. AUGUSTEIN: Plus we'll be adding
more units.
MAYOR VORESS: Plus we will be adding
more units. So this is the high end and not
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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the regular end that we want to do.
MS. MARIANO: Let me make a point with
that, too, Mayor. I think certainly these
numbers look very favorable. I mean, if we're
going to have to finance it, the numbers look
very favorable. However, I do want to say
that I don't know that we're going to stay at
this point because based on the assessed
value, you just brought up a very good point
which I tried to work out yesterday.
We also have to, if all things are
equal, it's not just a matter of the value of
a Town going up, it's a matter of cost of
services going up in ten years, the cost of
business goes up. With regard to this
property, the 427 units, we're talking very
possibly 800 people, which is like 25 percent
of our, you know, base population, which
certainly is going to be an increase,
especially being next store to library
services, because they could walk here, postal
services, public safety.
So even if it was not the case where
these numbers came down, even the numbers that
we are getting today appear to be very
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza ' International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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favorable.
MAYOR VORESS: Yes.
MR. AUGUSTEIN: I believe that.
MR. RAND: Very favorable. So I think
it's time that most of the pieces to give this
serious consideration. And I just wondered,
Rusty, in connection with the questions I
raised. Number one, about attempting to get
RTC to accept the million and a half at face
value. The value of the bonds are less. It's
approximately $50,000 less at market value,
today's market value. But they would be
collecting interest, so they would be getting
more than a million and a half face value.
They could if they want to hold onto it and
collect the interest from Uncle Sam. They
would be entitled to the interest for the next
two to three years. But I'm saying since they
are Uncle Sam, they are in effect, prepaying
the obligation and saving the interest.
So that might be a consideration for
them to consider this. I mean, that would be
the argument I use, whether they would or they
wouldn't. I'm just afraid if we incorporate
it in the agreement, it's going to present a
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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possible problem. And I think if we sign the
agreement based on the draft that you have, we
could then approach that later on because we
have six months in order to come up with --
90 days, excuse me, for a million and a half.
We could then approach them and say, by
the way, in connection with the requirement of
a million and a half dollars, would you be
willing to take these bonds under these
conditions? If they say no, then no, we sell
the bond and that's it. But it would be
better to leave it separately rather than to
incorporate it in the agreement at this time.
MR. ROBERTS: I don't think so. I
don't think if you put it in there, because as
you say, essentially you take the bonds
instead, and they're going to come back and
say the bonds are not worth a million and a
half, so I'm taking less. I think that's
going to create some more problems.
MR. RAND: Except that they're going to
get a better interest rate than what they
could get, especially if they're winding up
their affairs at the end of this year, because
they have 6-3/8 coupons.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: I would agree with
Rusty.
MR. ROBERTS: I think your approach is
correct to say that I guess it's always when
you're sitting on the other side of the table
with somebody and they say, this is a good
deal for you. You go, oh, I've got to watch
out for this, you know. And I can't get
inside their minds, you know, and I think you
just trade a million and a half dollars and
suggest that to whoever it is. If they want
to make it, fine. If they don't --
MR. RAND: The other question is,
Charlie, how long will it take you to come up
with the note, Exhibit G, the sample of the
note?
MR. SCHOECH: I'll have that at the
beginning of the week.
MAYOR VORESS: Charlie, I'd like to ask
you to respond to Commissioner Rand's paper
here. And you agree --
MR. RAND: He has a copy.
MAYOR VORESS: Do you agree with what
he said to our Commission? Do you have any
problems with some of the assumptions or
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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statements
or
what's
said in
here, or are you
supportive
of
what
his memo
is?
MR. SCHOECH: The answer to your
question is yes, I do agree with what he has
said as it relates to the issue of the
referendum issue and the validation issue.
There are a number of alternatives
available obviously as far as the financing
mechanisms. COPS are one of those that are
available. He indicates that the underwriters
have said that they can do that in just a
couple of days.
MR. RAND: No, no, two to three weeks.
MR. SCHOECH: Two to three weeks, okay.
The biggest concern that I have is that
if you go with the concept of COPS, you've got
to create a public building corporation and
prepare a lease agreement and transfer title
of the facilities to that public building
corporation. And that two to three weeks
depends upon your meeting schedule. So I
certainly am not saying that that two to three
weeks is correct. He can have the money
available, but can we have those documents in
place as the Town? It depends on your
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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schedule as a City Council.
MR. RAND: We can hold a special
meeting.
MR. SCHOECH: Sure. But there are a
number of additional documents that would have
to be done if that route were pursued.
MR. RAND: Right.
MR. SCHOECH: As far as the referendum
issue is concerned, as you can see from that
memo, from the previous time I stood before
you, we have done some additional research and
found a Florida case, although it is a 1941
case, it still appears to be good law.
The question was raised on the issue of
validation. Is it legally required? The
answer to that is no. But I suggest to you
from a practical standpoint that it will be
required by bond counsel and by underwriters.
In fact, underwriters counsel will no doubt
require it. And for that reason, I made the
statement that it would be necessary.
In addition to that, the validation
eliminates the possibility of a citizen coming
in and filing a protest and causing you to be
in default on the issue.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: Okay. But essentially what
I've indicated in'the report, you subscribe to
as being correct?
MR. SCHOECH: Yes.
MS. MARIANO: I have one question,
Charlie. Under the COPS issue, is it
necessary? How would the Commission
effectuate that? Can we do that by a
resolution or would you think it would have to
be an ordinance?
MR. SCHOECH: I think it's going to
need to be an ordinance because you're --
MS. MARIANO: If it needs to be an
ordinance, we are talking three weeks.
MR. SCHOECH: It's going to need to be
an ordinance because you're actually talking
about transferring title to a public building
corporation and creating that public building
corporation.
MS. MARIANO: I just want you all to be
aware of the timeframe, because certainly I
know the Commission will accommodate whatever
schedule they need to to get it done.
MR. RAND: We may not have to do it
because we have considerable time. We've got
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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6 months from -- close to 6 months, plus a
90 day extension. So we've got 9 months to
accomplish this. So I don't see any problem,
right?
MR. SCHOECH: No, I just wasn't sure of
your meeting schedule and I didn't want to be
concurring to something that I --
MAYOR VORESS: Charlie, does your law
firm have the skill to draft documents that
would allow this Certificate of Participation
or COPS area to go together to transfer title
and do all of the law work required to make
that work?
MR. SCHOECH: The answer to that
question is yes, with the exception that we
would then use special counsel to assist us
with the tax aspect. Just as I do with bond
work, I have an additional tax attorney assist
me with the tax aspect, because I do not claim
to be an expert in tax law.
MAYOR VORESS: But through your firm it
could be accommodated?
MR. SCHOECH: Yes.
MR. RAND: The same thing with the
validation process, Charlie?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. SCHOECH: That's correct.
MR. RAND: We would be handling that?
MR. SCHOECH: Assuming it's the desire
of this council, yes.
MR. RAND: Now, the last part then,
Rusty.
Are you finished, Charlie?
MR. SCHOECH: Yes, unless you have
other questions.
MS. MARIANO: I have one comment just
to advise the Commission that the Town
attorney, Mr. Sliney, has recommended that if
we have to where we are going to this issue
with regard to a validation, he wanted to make
a recommendation to the Commission that
Mr. Schoech be retained to do this --
MR. RAND: Fine.
MS. MARIANO: -- because of his
expertise in the area.
MR. RAND: Now then, Rusty, do we have
to at this Executive Session make a
determinational decision that we are going to
float the bond issue or we wait to do this at
a regular meeting? How are we handling that?
How should that be handled?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. ROBERTS: Charlie's the one with --
MR. SCHOECH: I think that some
direction should be given today, but I think
at your regular meeting you should actually
make the formal decision to issue the bonds as
opposed to the Executive session. I think you
need to do that at a regular --
MR. RAND: All right. So then we
should let the record show that we are in
agreement with floating the bonds required to
cover the payments that are due and in which
case we will formally adopt the necessary
resolution. Would it be necessary to
adopt a bond resolution?
MR. SCHOECH: It would be necessary at
a regular meeting to adopt a bond resolution.
MR. RAND: Right. Okay.
What was your question, Dave?
MR. AUGUSTEIN: We haven't cut the deal
yet.
MR. RAND: I said this is obviously
only if the deal is accepted. There's nothing
to be done.
MR. AUGUSTEIN: I think the best thing
to do was to get this away to them.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: No, but I want to make sure
that we're in agreement with --
MR. AUGUSTEIN: Oh, I think we can make
the payments, and then this will be formally
addressed once the agreement is signed, if it
is, and then we'll take it up at one of our
regular meetings to adopt a resolution. But I
just want to know that we have a consensus to
go along with the approach that I suggested,
and specifically to include the financing of
the vehicles. Because I think these financial
terms are very favorable. We can purchase the
fire trunk, pay it over a 20 -year period at a
very, very, favorable interest rate than I
think we would get leasing it or financing it
with another bank.
MAYOR VORESS: Yes. I think what
Commissioner Augustein was saying there, is
that the write-up on this piece, merely makes
note of the fact we'll pay the money. And it
doesn't say how we'll get to that. And I
think your question was, does this Commission
generally agree with your philosophy on why we
do that.
MR. RAND: Right.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: There are two different
subjects, correct?
MR. AUGUSTEIN: Sure.
MR. ROBERTS: I would suggest as a
point of order that it be clear, and again,
I'm reading and listening to you, it would be
clear, and I would suggest. -Mayor, by vote, --
MAYOR VORESS: All right.
MR. ROBERTS: -- that it's not a vote
to issue a bond issue, --
MAYOR VORESS: Correct.
MR. ROBERTS: -- but a vote to accept
the principal that in order that an offer be
made to the RTC to pay them that amount of
money based upon the payments as described in
here, one of which would include floating of a
bond issue, okay?
As I said before, some of the
difficulty we've had, and not to point any
fingers like that, is to make sure that
everybody agrees on the language of this
agreement. And I think that this is one of
the issues that has to be addressed that
should be approved by this Commission by a
vote --
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: All right.
MR. ROBERTS: -- as to this financing
vehicle, and it be clear that whether or not
there's going to be a bond validation suit.
MR. RAND: Well, no, we've got to
approach it. The idea would be that we float
the bond issue, and also go for the bond
validation process. However, if at any given
point we find that we are facing a time
constraint and will not be able to obtain this
bond validation, then we would change the
format from a bond issue to the Certificates
of Participation or COPS. But we would
absolutely first attempt to do this via bond
issue because it would be the best way to do
it and give us the added protection that
Charles made reference to. That is to say
with a bond validation, we eliminate the
possibility of anyone suing us for issuing a
bond without a referendum.
Is that stated correctly, Charlie?
MR. SCHOECH: That's correct.
MAYOR VORESS: Let me see if I can sort
a little bit of this out. I think if I
understood what Rusty Roberts suggestion to us
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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was one, we need a motion --
MR. ROBERTS: Before you get to that,
Mayor, let me just add to it, --
MAYOR VORESS: Okay.
MR. ROBERTS: -- because I had drafted
in here --
MAYOR VORESS: Yes.
MR. ROBERTS: -- the other remedy
provision --
MAYOR VORESS: Right.
MR. ROBERTS: --that if it wasn't fully
paid within the 9 months, 270 days, that their
sole remedy would be to get a judgment for the
balance which would be paid --
MAYOR VORESS: Over three years.
MR. ROBERTS: -- over three years. And
again, that's just a suggestion of mine. It's
not a recommendation.
MR. RAND: No, I think that's a good
point. Then we've got an out. Then we're not
going to be strapped and hey, look, fellows,
we're going to pay you, but it will take three
years. We don't think it's going to happen,
but it's just added protection in the event
that for some reason or another we get a snag
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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and get the bond issue. That's how we intend
to finance the payment. But if we can't for
one reason or another, then it will have to be
this route here. I don't know whether they
object to it or not, but --
MR. ROBERTS: I guess that's why I've
added in this Paragraph D to the agreement,
Defendant will use its best efforts to
refinance. And again, if you've got better
language here, you tell me.
MR. RAND: No, I think that language is
fine.
MAYOR VORESS: What I was going to say
to continue on. First, we need a motion,
among other things to address, are we in
agreement with the language that Rusty has
here in Section 6, under quote, "Payment to
the Town". That's one.
MR. RAND: Well, I personally agree to
it.
MAYOR VORESS: Let me finish for a
minute, and then I'll ask for a motion.
Secondly, we need to include in that
motion a reference to the bonding and the
validation, I think is what you asked for, and
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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a vote on the Commission as it relates to
that.
Were those the two issues, Rusty, that
you felt ought to be covered in a motion, the
language that you have and the way -- and the
bond financing?
MR. ROBERTS: Right. -
MAYOR VORESS: Right.
MR. ROBERTS: And the alternative COPS.
MAYOR VORESS: And the alternative
COPS.
MR. ROBERTS: I would suggest it to be
a separate motion.
MAYOR VORESS: Separate.
MR. ROBERTS: One, you say is this
language or this method or you might reverse,
should we bond?
MAYOR VORESS: Okay. I will ask for a
motion as it relates to Rusty's writeup under
Number 6, "Payment by the Town".
MR. RAND: I would make a motion that
we accept the wording that has been suggested
in the draft by Mr. Roberts as to the payment.
MAYOR VORESS: Okay. That is the
July -- April 19th draft, correct?
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: Right.
MR. AUGUSTEIN: I'll second it.
MAYOR VORESS: All right. All in
favor? I'll go by roll call.
Commissioner Augustein?
MR. AUGUSTEIN: Aye.
MAYOR VORESS: Commissioner Eypel?
MR. EYPEL: Aye.
MAYOR VORESS: Vice -Mayor Paul?
MR. PAUL: Aye.
MAYOR VORESS: Vice -Mayor --
Commissioner Rand?
MR. RAND: Aye.
MAYOR VORESS: And the Mayor, aye.
So that's okay.
MR. PAUL: That motion was all of
Paragraph 6?
MAYOR VORESS: That's correct, all of
Paragraph 6.
Now we need a --
MR. ROBERTS: Just to add, you know,
and I presume that you've all read this before
coming here.
MAYOR VORESS: Yes.
MR. ROBERTS: Because it's got 18
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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percent per annum --
MAYOR VORESS: Yes.
MR. ROBERTS: -- and I took that from
what Mr. Hambric said.
MR. RAND: Yes, we said that at the
meeting.
MAYOR VORESS: We agree, Rusty.
Now, I'll accept another motion as it
relates to the means of financing.
MR. RAND: I would like to make a
motion that the Town Commission approve the
method that I have suggested in my memo dated
April 21st pertaining to the issuance of a
bond with validation thereon to cover the
payment due on the settlement agreement. And
if a bond issue is not feasible or cannot be
obtained with the validation in a timely
fashion, that we would then fund the payment
required by means of a Certificate of
Participation vehicle.
MR. SCHOECH: Now, you --
MR. AUGUSTEIN: I'll second it.
MR. SCHOECH: Just for clarification,
both of those are bond issues. The first is a
general obligation judgment bond. The second
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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is a Certificate of Participation revenue
bond. But they are both bonds.
MR. RAND: They're both bonds.
MR. SCHOECH: And I am not making a
recommendation as to which way you go. That's
really your decision based on input from your
underwriters.
MR. RAND: We're going to go to the
bond issue first, the general obligation bond
issue first with the validation. That's the
first step. That's the first approach.
MR. ROBERTS: Is there a validation?
MR. SCHOECH: The revenue bond would
not require validation.
MR. ROBERTS: Nor referendum.
MR. SCHOECH: Nor referendum. Unless
of course you had an underwriter whose
underwriter counsel said, we want to validate
it. They're not legally required. It's a
question of do the parties involved insist on
it in order to participate?
MAYOR VORESS: But with the definition
of bonds, general obligation bonds, and the
definition of revenue for a Certificate of
Participation, with that amendment to your
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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motion, could we have a second? Is there a
second?
MR. AUGUSTEIN: Seconded.
MAYOR VORESS: Any discussion?
MS. MARIANO: I have one further issue.
I think that just for the record in wording
that motion you said, "approve the method". I
don't know that you're approving. I think the
word pursue those methods rather than approve.
MR. RAND: Right. I agree.
MS. MARIANO: They need to be approved
at a regular meeting.
MR. RAND: So amended.
MS. MARIANO: Okay.
MAYOR VORESS: So you amended --
MR. AUGUSTEIN: Motion amended.
MAYOR VORESS: Any further discussion?
Commissioner Augustein?
MR. AUGUSTEIN: Aye.
MAYOR VORESS: Commissioner Eypel?
MR. EYPEL: Aye.
MAYOR VORESS: Vice -Mayor Paul?
MR. PAUL: Aye.
MAYOR VORESS: Commissioner Rand?
MR. RAND: Aye.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Mayor Voress? Aye.
All right. That takes care of that.
MR. ROBERTS: Again, I've put in the
words "lending institution". Is that
appropriate?
MR. SCHOECH: That's fine. That's not
a problem.
MR. ROBERTS: Good.
MR. SCHOECH: It's either going to
be -- typically when your bonds are longer
than 8 years, you're talking about
underwriting and marketing through an
underwriter. If they're less than 8 years,
then they're typically bank eligible, and a
bank or a lending institution would purchase
them. If you go with a 20 -year financing, you
would eliminate the bank, but you would still
have the underwriter, and I think the term is
broad enough to include that.
MR. ROBERTS: Okay.
MR. RAND: Then what else?
MAYOR VORESS: Back to our agenda.
I believe we have agreed so far on all
changes other than the remedy and the monetary
issues, which we talked about first. We then
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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addressed the remedy section and had a motion
about the changes desired in that area. We
have just finished a motion relative to the
monetary issues.
Is everyone agreed that that's where we
are today? We've all, therefore, agreed on
the changes desired.
And now we need to agree and to discuss
with Rusty when such a document can make those
modifications we have talked to and be sent to
the RTC.
MR. ROBERTS: As soon as I get this
over to the printer, it's on.
MR. RAND: Well, we need the note from
Charlie.
MR. SCHOECH: And the note on Monday.
MR. ROBERTS: Yes, but I've already
made the change to the remedy section. I
don't think there was any other change to the
monetary section.
MAYOR VORESS: No.
MR. RAND: No.
MR. ROBERTS: So --
MAYOR VORESS: All right. Okay.
That's where we are.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MR. RAND: That's in two and a half
hours. Not bad.
MAYOR VORESS: All right. So what do
you say, Rusty, then on Monday you'll send it?
MR. ROBERTS: It will be printed up
here this afternoon.
MAYOR VORESS: Okay. -
And Charlie?
MR. SCHOECH: I'll have the note to
Rusty on Monday.
MR. ROBERTS: I can print it up here,
but I'll print it up in the office.
MR. RAND: Charlie, isn't there a
standard note, a promissory note? I mean,
what type of note do you envision using?
MR. SCHOECH: There is a standard
promissory note form, but in this case we're
going to have to draft a note that
incorporates the provisions. That's one of
the reasons you don't have it before you is
because this language in the section that you
just approved is new language, and I had no
idea as to whether that was going to be
acceptable to you or not. But now that I know
it is, we'll incorporate that into the note
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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and we'll have it out.
MR. RAND: Is there any possibility you
can do it earlier, Charlie? Can it be done
tonight?
MR. SCHOECH: It can be done this
afternoon if we don't spend the rest of the
afternoon here.
MAYOR VORESS: We're about to adjourn,
Charlie.
MR. RAND: I'd certainly appreciate it
if you could do it so that Rusty would be able
to send it out by Monday.
MR. ROBERTS: So my understanding when
I send it out, it's going to be sent to Judith
Thompson?
MR. RAND: Yes.
MAYOR VORESS: So at latest Monday. If
Charlie had anything to give you right now, we
could send it out late tonight.
MR. ROBERTS: I need the 1985 --
MS. MARIANO: I'm going to hand it to
you right now. I have it here.
MAYOR VORESS: Okay, Charlie. We can
excuse you if you'd like to get moving.
MR. SCHOECH: Okay. Is that all right
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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with the Commission? Okay.
MAYOR VORESS: Are there any other
issues that the Commission would like to
discuss about this issue right now?
MR. AUGUSTEIN: None that I can think
of .
MAYOR VORESS: Commissioner Eypel?
MR. EYPEL: No.
MAYOR VORESS: Bill Paul?
MR. PAUL: No.
MAYOR VORESS: John?
MR. RAND: No. I think we've
accomplished a hell of a lot more in the two
and a half hours than we did at the eight-hour
meeting we had a few weeks ago.
MAYOR VORESS: Then I will at this time
declare this Executive Session adjourned.
MR. ROBERTS: I'll just declare that
there's no further business and it's 3:30 in
the afternoon. I will just declare the
Executive Session for adjournment at 3:32 in
the afternoon and that the only persons who
have spoken are those on the record and in
attendance that were here initially.
And we'll turn it then back to the
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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special meeting, other than do you have a
comment?
MR. PAUL: One comment.
Is our action today covered under the
original motion as presented in the past --
MR. ROBERTS: Well --
MR. PAUL: -- at the last Executive
Meeting?
MR. ROBERTS: I would think that it
probably would be best if a new motion be made
considering what transpired. An offer was
made that was not accepted. And I would think
that you probably would want to make another
motion.
MAYOR VORESS: All right.
MR. ROBERTS: To make an offer to the
Resolution Trust Corporation for the full and
final settlement of the matter and settlement
stipulation as is going to be amended,
including but not limited to the payment of
the $5.5 million as provided for in the
agreement.
MAYOR VORESS: Okay. I'll accept such
a motion.
MR. RAND: I make such a motion.
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S. E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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MAYOR VORESS: Seconded?
MR. AUGUSTEIN: Seconded.
MAYOR VORESS: Any discussion?
All in favor?
(Thereupon, all Commissioners said
"Aye.")
MR. ROBERTS: With that we'll end the
meeting.
(Thereupon, the meeting was concluded
at 3:35 p.m.)
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
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CERTIFICATE
148
I, DENISE CUPELLI, a Shorthand Reporter
and Notary Public, do hereby certify that a meeting
of the Town Commission of Highland Beach, Florida,
was held at Highland Beach Commission Chambers,
3614 South Ocean Boulevard, Highland Beach, Palm
Beach County, Florida, on Friday, April 21, 1995;
that I was authorized to and did report in
shorthand the proceedings of said meeting; and that
the foregoing pages, numbered from 1 to and
including 148, represent a true and correct
transcription of my shorthand notes of said
meeting.
Dated th's day of
19777,
Shorthand Reporter an4No y Public,
State of Florida at Large
THE STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing certificate was
acknowledged before me this `") 11 day of
19�'�! b Denise Cu elli i
who s
r.�
personally known to me.
IN5
t ,c
Notary Public - State of Florida
My Commission No.
Expires:
PSTRICIA NVOULF-ARrR
Nct--Iry Rjbii;l, F)Ute of Florida
5� toy Gow.rn. Expires Od. 4,1998
X10. CC 39,1130
Bogded *fh" Official
MUDRICK, WITT, LEVY & CONSOR REPORTING AGENCY, INC.
5th Floor • Comeau Building Suite 1515, 1 Financial Plaza International Place Suite 205
319 Clematis Street NationsBank 100 S.E. 2nd Street • 23rd Floor 2499 Glades Road
West Palm Beach, Florida 33401 Ft. Lauderdale, Florida 33394 Miami, Florida 33131 Boca Raton, Florida 33431
Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955
