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1995.04.25_TC_Minutes_Executive Session1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 k M�. Executive Session of the Town Commission of The Town of Highland Beach, Florida Tuesday, April 25, 1995 3614 South Ocean Boulevard Highland Beach, Florida 3:45 - 5:00 p.m. PRESENT: Arlin Voress, Mayor Bill Paul, Vice -Mayor David Augenstein, Commissioner Arthur Eypel, Commissioner John F. Rand, Commissioner Mary Ann Mariano, Town Manager George Roberts, Esquire Samuel Daniels, Esquire (by telephone) Nancy Coning, Court Reporter 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2 P R O C E E D I N G S MS. MARIANO: I'm going to put you on the speakerphone so you can become a part of our meeting here and the commissioners will speak into the microphone, so hopefully you'll be able to hear all the comments and be able to answer them, okay? MR. DANIELS: Okay. MS. MARIANO: Sam, are you there? MR. DANIELS: I am. MS. MARIANO: Okay. MAYOR VORESS: Sam, can you hear me? MR. DANIELS: Yes. MAYOR VORESS: This is Arlin. We're going to start the meeting, so if you'll bear with us for a few minutes until we start the special meeting and so forth we'll be moving along procedurally. MR. DANIELS: I can hear you fine, Arlin. MAYOR VORESS: Thank you, Sam. Doris, are you -- okay. Good afternoon. It's April 25th, 1995, at approximately a quarter of four. I call to order this special meeting of the Town Commission of the Town of Highland Beach. Will the Clerk please call the roll? 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 3 THE CLERK: Commissioner Augenstein? MR. AUGENSTEIN: Here. THE CLERK: Commissioner Eypel? MR. EYPEL: Here. THE CLERK: Vice Mayor Paul? MR. PAUL: Here. THE CLERK: Commissioner Rand? MR. RAND: Here. THE CLERK: Mayor Voress? MAYOR VORESS: Here. I will turn to our town attorney, Rusty Roberts, who will call for an executive meeting. MR. ROBERTS: Mayor, at this time I'd like to call, under Florida Statute Section 286, for a special executive session of the Town Commission for advice on the strategy of the negotiations of settlement of the RTC versus Town of Highland Beach matter. MAYOR VORESS: Thank you. Do you want to identify who's here and the time? MR. ROBERTS: Sure. Okay. For the purposes of this meeting, present will be Sam Daniels, as special consultant attorney and appellate attorney for the Town on the matter; myself, Rusty Roberts; Mary Ann Mariano, Town Manager; Commissioner John 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I Rand; Mayor Arlin Voress; Vice Mayor Bill Paul; Commissioners Arthur Eypel and David Augenstein; and pursuant to the statute we have a court reporter present to transcribe everything that is said at the meeting. The transcript is to be provided to the Town and held confidential until the conclusion of this litigation, at which time it will become a public record. All of those people being present, the starting time of the meeting is 3:45, and we expect the meeting to conclude in a matter of two hours, at which time the executive session would be concluded. MAYOR VORESS: I'll call a recess of the special meeting of the Town Commission. (Whereupon the Clerk left the room.) MAYOR VORESS: Okay. Are you okay? All right. Then I'd like to state the purpose of this meeting, and the purpose of this meeting is to, Commissioner Arthur Eypel has requested a review of the portion of the 4-21-95 commission executive meeting, and I would like to ask Commissioner Eypel to lead a discussion about his concerns and the reason for this meeting. MR. EYPEL: Thank you, Mayor. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 5 I think that at our last meeting I sensed that we all left here and I'm not sure that we all understood what we had decided on, and I gave this a lot of thought over the course of the last weekend. I spoke to Mr. Daniels, Sam, on two occasions in the last several days. I spent several hours yesterday morning with the town manager going over specifically the section regarding remedies 10-B, 3-B, numbers one through five, and if I can, I want to go very slowly and I want to see that I understand the ramifications of the language that we are using in this settlement stipulation. Section 2 specifically limits the liquidated damage, damages that the RTC or its successors -- MR. DANIELS: If anyone can hear me, my mike's gone dead. MS. MARIANO: Can you hear me, Sam? MAYOR VORESS: Can you hear us, Sam? MR. DANIELS: I heard that. MAYOR VORESS: All right. I'll ask Commissioner Eypel to speak up. MR. EYPEL: Yes, can you hear me, Sam? MR. DANIELS: Yes, Arthur. MR. EYPEL: Okay. I'll speak directly into 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 this microphone. Section 2 under B on page 17 addresses the amount of money that the RTC or its successors -- MR. DANIELS: Went dead again. MR. EYPEL: Dead again? Can you hear me? MAYOR VORESS: Sam, can you hear me? MR. EYPEL: We've lost him. Hello, Sam? MR. ROBERTS: Can you hear us now, Sam? MR. DANIELS: Yes. MR. ROBERTS: Go ahead. MR. EYPEL: Okay. 2, B-2 -- MR. DANIELS: Nothing now. MR. EYPEL: Oh, boy, well, we've got a problem here. MR. ROBERTS: Why don't you come over here and sit here and talk and he can probably hear you. MS. MARIANO: I hear some interference in that phone itself, so... MR. EYPEL: Sam, can you hear me now? MR. DANIELS: Great. MR. EYPEL: Okay. B-2 referred specifically to the liquidated damages that the Town would incur for a delay in any development of 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 7 property, and the plaintiff here, or the RTC or its successors, would be able to receive the thousand dollars a day with a cap of $60,000 should it be proven that the Town delayed their efforts to develop the property, and upon reflection, we removed that from the, from the stipulated agreement, and quite frankly, that clause favors the Town and I could understand why the RTC would not want a stipulated, a, excuse me, a liquidated damage to be specific and this is a specific remedy. Section 5, on the other hand, refers to other damages that are unspecified. In other words, the magistrate, if he should decide against the Town, could award damages, I suppose, in whatever amount was sought, as long as the preponderance of evidence supported that. Is that correct, Sam? MR. DANIELS: Yes. MR. EYPEL: Okay. If I understand correctly, Rusty feels -- where is Mr. Roberts? MR. ROBERTS: Right behind you. MR. EYPEL: Oh, I'm sorry, the chair is in the way. I couldn't see Rusty but I now realize he is sitting behind Mary Ann. Rusty, as I understand it, Sam, feels 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 e the Town is being exposed to a great deal of liability here if we do not specify damages, in other words, we don't limit the damages to a specific amount, and if we say other damages, that sort of leaves us open to a great deal of exposure. MR. DANIELS: I agree that that's correct. MR. EYPEL: Okay. So as I see it, we are faced with two choices. If we leave five in and we provide a provision -- and by the way, Sam, did you have a chance to talk to Rusty about the provision we spoke of earlier today? MR. DANIELS: I sent Rusty a fax. MR. EYPEL: Okay. Rusty, could you -- MR. DANIELS: And he and I talked. MR. EYPEL: Could you comment on that, on the provision? MR. DANIELS: Can you all hear me okay? MR. EYPEL: Yes. MR. DANIELS: Good. MR. ROBERTS: Sam sent me a fax at 9:58 this morning and suggested Paragraph B, the commencement of Paragraph B on page 17 say, the parties stipulate and agree that the remedies available hereunder shall only include and 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 magistrate shall only have the power to order, and he also suggests that another notice of violation provision which has not been drafted. And I have, as I told Sam and I'll tell you, I have no problem with either one of them. I think, and I don't know whether this is the point you want my comment on, everything that's transpired, or you want to carry on, but that's just what you want -- MR. EYPEL: I was speaking specifically to the provision. Sam and I had discussed possibly incorporating a provision in the agreement that limits the amount of time that the RTC or its successors could claim that the Town was in default, because, if I understand correctly, Rusty, your concern is that some unscrupulous developer may wait an inordinately long time and come in and claim rather large damages against the Town and simply by waiting, so if we incorporate a provision which limits the amount of time that the developer would have to claim default, we're thereby protecting the Town from this unspecified amount of damages, in essence we're limiting the damages, and I think we're approaching some sort of specificity here. I'd like your comments on that, if you wouldn't mind. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 10 MR. ROBERTS: Okay. MR. DANIELS: If that is addressed to me, Arthur, I think that it would be a fine idea to say that, something to the effect that all claims that this agreement has been violated shall be waived if not presented to the opposing party in writing within six months of the date of the alleged violation. MR. EYPEL: Okay. That's -- MR. DANIELS: And then you could put, Rusty, you could put a cure provision in there if you wanted, which would give them a certain amount of time to cure the violation. MR. EYPEL: Okay. Thank you, Sam. Rusty, if you could comment from your perspective on whether or not you can live with that, whether you feel that's an appropriate way to change the language or to put language in this agreement that does not expose the Town to -- MR. DANIELS: I don't see anything wrong with requiring the notice of violation and an opportunity to cure it. MR. EYPEL: Thank you, Sam. MR. DANIELS: So it will give you notice that you may have a problem. It will, they will still 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 have a long time in which to sue us, there's the five-year statute of limitations on breach of contract, but at least we would have notice of it and an opportunity to do something. MAYOR VORESS: Sam, this is Arlin. On that premise of your "shall only"s and "only"s and that stipulation relative to the violation and to identify that within six months, would then your view of Section 5 that Arthur just read be onerous to you? MR. DANIELS: We have to talk about this provision as a whole. MAYOR VORESS: All right. MR. DANIELS: We put the "shall only" have these remedies at the beginning of the paragraph -- MAYOR VORESS: Yes. MR. DANIELS: -- then I think you can put back in the Paragraph 2 dealing with the limitation on delay damage and then that would be the only damages that could be recovered other than the interest and attorney's fees. And if you do that I don't think you really need a notice of violation provision. MR. EYPEL: Except that you could provide as to the delay damage claim that they had to give 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 12 notice. Are you with me, Rusty? MR. ROBERTS: Yeah, but I think that there might be some confusion as to where we're going. MR. DANIELS: Okay. Help me out. MR. ROBERTS: Okay. Let me just say this. Is it your intention, Arthur, to put, is it your feeling that any provision that should be put back in of either Paragraph 2 or Paragraph 5? MR. EYPEL: Yes, I want, I want -- if five is going to, if five is going back in, then I want a provision that limits the amount of time they have to claim that we are in default. In other words, I don't want a developer to wait two years and say, you caused me twenty million dollars' worth of damage. I want them to come to us as soon as they discover that they have been harmed or damaged and say, look, you folks are costing me money and this is what you've cost me and I'm, you know, you're in default. Is that, was that a misunderstanding, Sam, to you with regard to what I, how I felt? MR. DANIELS: Well, I knew you were considering lots of options, but I would be very happy to have the limitation of the remedies in the opening sentence and put two in and leave five 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 13 out. MR. EYPEL: Okay. MR. DANIELS: We may, we may for negotiating purposes have to put five back in, and if we do, then I would like to see a notice of violation provision to protect the Town. But if all we have is delay damages, interest if we don't pay the money and attorney's fees, I think we're in great shape. MR. EYPEL: Okay. And now I'd like Rusty's comment on that, on your suggestion. MR. ROBERTS: As I understand what's transpired is that we approved -- not we -- you all approved last Friday an agreement that the only thing that was going to happen was that a promissory note was going to be drafted and that we were going to get a commitment from the League of Cities and that Ms. Mariano's exhibit of the 1985 impact fees was going to be added. I have that agreement sitting on here and I want you all to know that it was ready to go out at 2 o'clock yesterday afternoon. So the record is clear, that was ready to go. Now, I did talk to Arthur and Sam yesterday morning and my understanding of it was a concern of whether 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 14 not these two provisions that were taken out, one or more of them should be put back in. MR. EYPEL: Right. MR. ROBERTS: Okay. Now the concept, the underlying concept of this provision of the agreement is whether there is an avenue available to RTC or any successor to come back and seek monetary damages of any amount, the potential for them to seek monetary damage -- MR. DANIELS: Rusty, I lost you. MR. ROBERTS: All right. The potential of them to seek monetary damages in any amount, potential in any amount for a breach of violation. Now, the discussion I had with Sam was that he felt that the introductory language was to some extent ambiguous, which would allow them, even if there wasn't a provision in there, to seek other remedies. I felt at that time that he was probably right, that someone could argue it was ambiguous. But I did not want to change it because you all had decided and I didn't want to be blamed for acting against the Town Commission or dragging my feet. And I certainly didn't want to be the person who is accused of playing Russian roulette, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 15 which is the term that is bandied about now. Okay. So I simply sent a fax to the Town yesterday which said that I thought, and Sam and I discussed this, that I thought that if the word "include" were the ambiguous term, that I would suggest that it simply be changed to "are," that the remedies are as follows, one, two, three. I sent that as well in the fax that I sent yesterday to the Town of Highland Beach. That was my suggestion to try to ameliorate any concern and still not being dragging my feet. Now, the suggestion is we still have a meeting and I'm willing to do whatever it is you want to do. But let me tell you what my feeling is on this whole concept, okay? If we go with the change in language that either I've suggested or the change in language that Sam has suggested, not "shall only be" and not to "include" and Paragraphs 1, 2 and 3, it is my belief, and based upon the research that I did till 12:30 last night, 12:30 last night I left the office, okay, from 6 o'clock to 12:30 I researched this for the Town of Highland Beach, for the best interests of the Town of Highland Beach, not the best interests 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 16 of the League of Cities Insurance Fund, not for the best interests of the RTC, but for the best interests of the Town of Highland Beach I researched it and I feel comfortable that if it goes out as that it is, that you will have kept the Town in the future from any large exposure on a breach of this violation which no one can envision at the present time, nor can you predict. Now all those cases you're free to read, too. Not one of them covers this particular situation. And that's not unusual in law. You can't, you're asking me for my opinion and I'm giving it to you, and that is my opinion. Now, if you add back in Paragraph 5 you're changing the ball game, you're changing the agreement. You're changing it to, in my humble opinion, to a situation where they now have the ability to come back in and for a violation sue you for breach of contract and get any damages that they feel that they are justly entitled, and the law of Florida provides that they can get incidental damages, the money that they have spent in working under the contract, they can get expectancy damages, damages that, profits that they thought that they could get in the future. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 17 Lost profits under Florida law tend to be speculative, but that does not mean that if you can prove it you can't collect it. And it is my feeling and my legal opinion that that addition of Paragraph 5 puts them in the position of seeking a remedy at a later date for damages of any breach of violation and it is not my recommendation that you put that in. Okay? You are free as a town commission to vote and decide whatever you want. And if that's your vote that you want it in, it will go in and it will go out in the UPS package that's sitting right here tonight, however you want to. That is my recommendation, that the RTC did not want a liquidated damages clause. I suggested a liquidated damages clause in the first inception under the thought that they wanted to go back to court for any reason. The most significant problem that I see with respect to a future conduct under this agreement is that someone would be delayed in action by the Town. Thus, I suggested to you that a way to make them happy with that would be to put in a clause that said, you might be damaged in this regard and thus, you know, we're going to specify exactly 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 what those liquidated damages are. If you prove that we're wrong, you get a thousand dollars a day. If that's not enough, make it $2,000 a day, whatever is comfortable, you got to start somewhere. Okay? If the RTC doesn't want that, why do they not want it? They don't want it because they want to seek anything else that they can get. Okay? If you put that in, you're specifying exactly what damages they can get. If you take it out and you say there are no other remedies, they don't even get damages for delay. Okay? Case law suggests that when two parties of fairly equal bargaining power enter into an agreement to stipulate what their contract -- parties to a contract may stipulate as to what consequences of breach will be. If language discloses that the parties intend to limit remedies to ones stated, stipulation will be enforced. Okay? You can't enter into these agreements whereby these are the only remedies, and I suggest to you that no court in this land would find the Town of Highland Beach guilty of overreaching, undue influence, or coercion to the United States 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 19 government, the RTC. The judge is going to take this agreement, once signed, it's going to be presented to him and he has the option, the federal district judge has to review it and he will review it, but his options are just twofold: One, accept it, or reject it. He can't change what's in there. He can give his opinion of it, but he can't say, well, I think it should be this or it should be that. Case law supports that in a Southern District Court case relative -- and where this comes up most frequently is in class action settlements. They enter into a class action settlement where the class participants get a little bit of money, the lawyers get a lot of money and, you know, everybody goes home and the judges have the obligation under case law to review that. So that is what will happen. I have no idea, earthly idea what the RTC wants, will accept or not accept. And that I don't see as my position in this case. That's your all's decision. You tell me what it is you think or you want to propose, I'll tell you from a legal standpoint what I see the hazards are 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 20 that. If, you can either accept it, just like the federal judges, reject it, or do something else. That's up to you, and I feel that Sam feels the same way. So the language, I agree with Sam's language. If you put it in that strengthens the agreement. That makes it all the more clear that the only remedies they have are specific court enforcement by order, and quite frankly, I don't know that that includes contempt powers because some of the cases say that if you want to have contempt powers you've got to add that in there as well. But I would suggest to you that a federal district judge might hold you in contempt if you did not do it even if it's not in the agreement because it is a judgment of the court. Secondly, the second thing is if you don't pay the note off that you're bonding timely, it's going to be reduced to a judgment payable over three years. And the third provision simply is that -- whatever it is -- is attorney's fees. Okay? That's the only remedy for breach that they get. That's all they can get. In my view, if that's the way it goes forward, that's it. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 21 can't sue you for breach of contract. If you claim, if there's a claimed violation, then their sole remedy is going to the Federal District Court and saying, these people are violating it and here's the proof, now order them to do it, i.e., grant a permit. Okay? Under this scenario they can't even get delay damages. Okay? Not going to happen. And they cannot sue you in my view outside, for any other way in any other form in the District Court like that. Now, if you want to add something back in, that changes the ball game. Under that scenario, I don't see a necessity for notice of violation language, quite frankly, because if they don't want to send you a notice of violation, there's nothing you have to do until they file a motion to the court. Okay? I don't see the necessity of doing that. If you want to add in something that allows them damages for delay or allows them the ability to go back in and sue you for breach of contract, certainly a notice of violation would be helpful. But quite frankly, I've never seen that one of these notice of violation provisions ever have saved the day in any situation. One will say, oh, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 22 I sent you the notice, and the other will say, you didn't send it timely, and then the other one will say, well, I didn't even know it was occurring, and that's just another big dispute which is another lawyer's dream, okay? If you want to put it in I have no objection to it. I think it might be helpful to some extent. To the extent that it would make any reduction in damages in a potential suit, no, I don't think it would. I think if someone is determined to sue you for large amounts of money for a breach of this contract, some developer down the road who wants to cash in on the Town as opposed to taking his lumps in a development market, that notice of violation provision is not going to make one whit of a bit of difference. Okay? Now, Sam, do I need to address anything further? That's my view of this. MR. DANIELS: Rusty, you and I are in total accord on everything. If we have the introductory paragraph clear that these are the only remedies, the introductory paragraph so reads, then we don't want five in, because that just opens up the claim for damages. And the only thing they could get 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 23 would be the injunctive relief, the attorney's fees, and you have a question mark about whether you want to put in delay damages to give them something. MR. ROBERTS: That's right, and I agree with you totally on that, Sam. As I said before, I agree with you totally, that makes it clear, it reduces the ambiguity, but I didn't want to change anything because it was my marching order to get that agreement out and the timetable, but I'll be happy to change it right now. MAYOR VORESS: Sam, let me ask you one question. This is Arlin. MR. DANIELS: Yes. MAYOR VORESS: All of these things are fine, but if the RTC won't buy it, you know, this is an exercise in nothing. They have already told us, Sam, they don't want a number, the thousand and, that $60,000 a year. If all they're willing to settle for, Sam, just as a scenario, is some statement like five, that other damages proven by the preponderance of evidence to have been caused by the breach of this agreement, would your "shall only" and your -- all changes in this, challenges this agreement that have been violated within, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 24 must be denominated within six months of the alleged violation, how much exposure do you believe that we have under Section 5? MR. DANIELS: Well, you could have a great deal of exposure down the road if the Commission denies some permit that they should have granted. You could have a twenty million dollar loan that is put on hold for a year or something and have all the interest and damages. It could be a large number, but you would have to assume that the Commission in the future violated the settlement agreement, because I know the existing commission is not going to. MAYOR VORESS: And if you have this section in here about notification within six months, Sam, are you saying that's valid or not valid, that the Commission would have some, and if they didn't have any internal controls that there would be an external control that the then owner would have to notify the Commission within six months that something had been violated? Do you think that is valid or -- MR. DANIELS: If the RTC comes back and says we won't go for this remedy section and you decide that you'll go back to give them breach 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 25 contract damages, which is the normal remedy in every case, then I think notice provisions could help you cap your losses and would be, it would be some help. MAYOR VORESS: And that notice provision is something like you earlier stated about six months? MR. DANIELS: There is no reason not to put it in, is my view. MAYOR VORESS: All right. MR. DANIELS: I agree with Rusty, there's a lot of litigation about it, but you can require the notice in writing sent to a certain person and that sort of thing. MR. EYPEL: Sam, this is Arthur. Do I sense that -- MR. DANIELS: The way this whole thing got started was that I read the introductory paragraph different than Rusty, and therefore I thought five was helpful because it limited damages to the breach of the agreement and prevented them from going back to the judgment. But if you're going to have a limited, if the section is going to say, these are the only remedies, then you don't need five unless the RTC makes you put it in. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 MR. EYPEL: Sam, this is Arthur. That brings up two questions that I have. One -- can you hear me, Sam? MR. DANIELS: Yes. MR. EYPEL: Okay. MR. DANIELS: I can't hear you now. MR. EYPEL: No, I'm not speaking, but I will be. I think that's, if I understand, you and Rusty seem to differ on the impact that the provision, notification provision will have. You seem to feel that it's helpful to us. If I understand Rusty's position, he feels it isn't worth the powder to blow it to hell. MR. DANIELS: I lost you, Arthur. MR. EYPEL: I'm sorry. Do you and Rusty, is the, if I had to define an area where you don't agree, it's in your interpretation of the provision that limits the term or amount of time that -- MAYOR VORESS: Notification. MR. EYPEL: Notification. In other words, Rusty feels that that provision of notification is not very valid and not worth much, and you seem to feel that it would provide us some sort of 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 27 helping hand. Is that a valid statement? MR. DANIELS: I think Rusty would agree that properly drawn it has some value. MR. EYPEL: Okay. Some value. But it doesn't limit the exposure, is that what -- MR. DANIELS: Didn't hear the response, Rusty. MR. ROBERTS: I agree with you, it has some value. I just don't see it as any particular limitation, any great limitation of exposure, but it allows you to, certainly if followed, it allows you to know what the claimed breach is and an opportunity to cure it. But -- and certainly to that extent it would be helpful. MR. DANIELS: Right, and at that juncture I believe the Town would seek legal advice. MR. ROBERTS: Hopefully they would, and follow it. MR. DANIELS: Right. And that, that probably should keep the Town out of serious trouble and it would be a flag, you need to talk to your lawyers, this isn't just an administrative matter. MR. EYPEL: Okay. That, now we're getting down to the point at issue here. The decision has to be made, as I see 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 M.- MR. DANIELS: I lost you again. MR. EYPEL: I'm sorry. Can you hear me now? MR. DANIELS: Still can't hear you. MAYOR VORESS: Arthur is on the way over, Sam. MR. DANIELS: Okay. Thanks, Art. MR. EYPEL: Okay. Sam, can you hear me now? MR. DANIELS: Yes. MR. EYPEL: Okay. I think what we're trying to discuss, and we haven't even started the discussion with the other commissioners, but what I'm trying to clarify in my mind is if we leave five out, I don't think -- if we leave five out and we change the language in the first paragraph as you suggested to "hereunder shall only include" and "the magistrate shall only have," I am concerned, and the reason, and the term Russian roulette is with regard to our chances of coming to terms with the RTC. If that is not acceptable to them then we're back in the negotiating mode. I'm trying to see if we can't put a document together that will be satisfactory to both sides and limit our exposure and still be, be totally fair here. If they're going to throw it back at us then we, we still have no agreement and 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 29 court could come to a decision any moment. MR. DANIELS: Everything you say is accurate. MR. EYPEL: So, you know, I'm simply, my concern is if we can put the language that they're seeking or that they want in there and somehow limit the exposure that the Town has to these damages, then let's do it. But if the provision, the limiting notification provision does not, isn't worth very much, then I don't, I don't see how we can expose the Town to this liability. MR. DANIELS: Well, you're faced with something like a twenty million dollar liability now if you lose the appeal. MR. EYPEL: Right. MR. DANIELS: And you don't know whether you are going to win or lose it, so the other side of the coin is if you believe that the court may come out with an opinion in the next week or two, then you need to make your best offer now, because you're not going to have time to go back and forth, and -- MR. EYPEL: That's my whole point. MR. DANIELS: And five is a perfectly reasonable damage clause. That's the law for every breach of contract. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 30 MR. EYPEL: Okay. But -- MR. DANIELS: And the RTC would be completely reasonable in insisting that that be there. MR. EYPEL: All right. But, I hear what you're saying, Rusty -- or Sam. The problem is that our counsel here, Mr. Roberts, feels that five is going to expose the Town to a very large risk. That's the dilemma as I see it. Am I correct in that? MR. DANIELS: You are exactly correct and Rusty will be the first one to agree that you have a much greater risk if the court ends up entering an opinion against us before we settle. So it's just a balancing of how quickly do you think you need to act. MR. EYPEL: Okay. I think I'm beginning to get the, an understanding, clear understanding here. If we keep going back and forth we have the risk of a twenty million dollar judgment against the Town. If we put five in, and we even include a provision that, a notification provision, which they would be entitled, which is fair to them, we then limit the risk to a potential lawsuit. It could be a big one, but we are in essence, we have at least settled the case, and then we face 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 31 risk of them being able to prove that we have damaged them to some great degree. I see what you are saying, exactly. MR. DANIELS: I think you're stating it exactly the way it is, Arthur. MR. EYPEL: Okay. Okay. I have a clear picture of it. I, I would now like to turn this back over to the Mayor and I think we all need to discuss this and see where the rest of us are and how we feel about this. Thank you. MR. DANIELS: I have another thought that just occurred to me that I would like to run by Rusty, because I think it might be a device that could limit our future liability. May I do that? MR. EYPEL: Certainly. MR. DANIELS: Rusty, can you hear me okay? MR. ROBERTS: Yes, sure. MR. DANIELS: What would you think about providing in there that no damages are recoverable until there's been a ruling by that magistrate that the Town has violated the agreement and the damages shall only run from that time forward? Then what you could do is get a ruling immediately and if the magistrate rules against you you could comply and have no damages. Do you think 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 32 workable? MR. ROBERTS: Well, two things, Sam. You know, I'd like, the first that I've got of your, you know, of your suggestions here on notice of violation, I'd like to look at that and really render an opinion on that and render an opinion on what you've said, too. I hate to give advice on such a weighty subject right off the cuff without even having a chance to look at it. MR. DANIELS: No, but we're talking about the terms of something that would be agreed to in a court order and it's pretty hard to deny effectiveness to something that both parties have said is okay and a judge has said is okay and neither party can appeal because they agreed to it. MR. ROBERTS: You know, I don't have a problem with that principle. I'd just like to see what it is that is being proposed as far as the notification of violation and how that applies to, I mean, this is a 24-, 25 -page agreement that has been moved and removed and I, you know, I just don't feel comfortable in giving my opinion on what that means to this Town Commission without having a chance to look at it, without looking 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 33 see how it does it, and I'm not saying that I would disagree, but I don't like -- MR. DANIELS: What you might consider doing is sending the agreement like it is and be working for a fall -back position when they come back to you and you'd be saving time. MAYOR VORESS: No way. MR. DANIELS: But I think you would need to change that introductory language to make it clear that these are the only remedies. I would not send it without that language in there. MR. ROBERTS: All right. MR. RAND: Sam, can I ask you a question? This is John Rand. MR. DANIELS: Good morning or afternoon, John. MR. RAND: How you doing? Sam, you mentioned before about a section -- MR. DANIELS: I can't hear you. MAYOR VORESS: Speak into the microphone. MR. RAND: Can you hear me now? MR. DANIELS: Yes. MR. RAND: You mentioned before that we should have some phraseology in there to the effect that you would have to be notified of 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 34 violation within the six-month period. Can it be ninety days? Does it have to be six months for any reason? MR. DANIELS: No, you could make it any time period that you want. MR. RAND: Well, ninety days, the quicker we know about it the quicker we have an opportunity to cure it and limit the damages that might result from any violation. Would that not be the case? MR. DANIELS: That's true. MR. RAND: Okay. So you would, you don't see anything wrong with suggesting then a ninety -day notice of violation as opposed to six months as was -- MR. DANIELS: If you are talking, John, I can't hear you. MR. ROBERTS: I think John wants to know whether the time limit means any difference. MAYOR VORESS: John is proposing six -- ninety days, Sam, if you can hear me. My microphone seems to be working. MR. DANIELS: I think that you could make it an earlier time provision and provide that no damages accrue until after the Town has had a certain period of time to cure the problem. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 35 MR. RAND: Right. Okay. So you, you think that it might not be a bad idea to mention ninety days as far as notification of any breach or violation of this contract as opposed to six months? Can you hear me? Sam? MR. DANIELS: I'm not hearing anybody. MAYOR VORESS: Well, Sam, what John said to you is you would not be opposed to ninety days instead of six months? MR. DANIELS: No. MAYOR VORESS: Okay. Maybe at this point in time we can have a discussion, Sam, among the rest of the Commission about what we've heard so far. MR. DANIELS: Okay. MAYOR VORESS: Okay? MR. DANIELS: Do you want to call me back if you want to talk to me again? MAYOR VORESS: Why don't you, can you just stay on for a few minutes, Sam? MR. DANIELS: Sure. MS. MARIANO: I'd like to change phones, if you don't mind, because this thing has too much -- MAYOR VORESS: Mary Ann is going to try -- do you want him to hang up? MS. MARIANO: He needs to hang up. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 37 MR. EYPEL: He's not going to participate. MR. DANIELS: In my opinion we're going to take it out for the moment and be ready to put it back in, unless you feel that time is of the essence and you have to put it in now, and that's your decision. MR. AUGENSTEIN: Well, Sam, I'm not experienced in this, I never went to a federal court. What do you think of the time limit, where do we stand? MR. DANIELS: It could be any day, it could be a year from now. My guess is it will take a while because they're going to be different views of different judges, but it's just a guess. MR. AUGENSTEIN: Well, I feel they're not going to buy it with this in or with this out, but if you feel it would help us as a bargaining ploy later on then I could see it coming out. And of course, the heading on this B will have to be changed to what you said. MR. DANIELS: Right. MR. AUGENSTEIN: Yes, well, I can see that. MR. DANIELS: Good. MAYOR VORESS: Arthur? MR. EYPEL: I think, I think I've stated 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 36 MAYOR VORESS: You need to hang up. We're going to try to call you back, Sam, with a better phone connection. MR. DANIELS: Okay. I'll hang up and you call me. MAYOR VORESS: All right. While Mary Ann is calling, Dave, I'll call on you next, and we'll just walk down the line, okay, about this discussion? MR. AUGENSTEIN: Fine. Fine. MR. DANIELS: Hello? MS. MARIANO: Hi, Sam, it's us. Hopefully this is going to be better. MR. DANIELS: Okay. MAYOR VORESS: All right, Sam, we're going to go on with the meeting. If you will just listen in, we're going to start with Commissioner Dave Augenstein to give us some of his views about our recent discussion and any other things he would like to say. MR. DANIELS: Great. MR. AUGENSTEIN: Okay. I got lost a little while back. Are we speaking of including Paragraph 5 or taking it out? MAYOR VORESS: Either way, he's 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Ml position, Mayor. MAYOR VORESS: Commission -- Vice Mayor Bill Paul? MR. PAUL: I'm in accord with Sam on B, change the language in B, leave five out. MAYOR VORESS: Commissioner John Rand? MR. RAND: Well, I think I've stated my position very clearly the last time, and I'm somewhat amazed at the change of heart that Arthur has now, and especially the earlier remarks that you stated that we didn't realize what we perhaps were doing. I find that an amazing statement to make because we, I think we discussed this at length and I thought I tried to convince you of the importance of including Paragraph 5, and the consensus at that time from what I was able to discern was that three commissioners were violently, vehemently and diametrically opposed to the inclusion of Paragraph 5. Now we seem to be concerned that excluding it might create a problem. I think we should not lose sight of several important facts, one, we are working against the clock and that's where the Russian roulette aspect comes in, not in any other sense. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 39 The decision could be made next week, tomorrow, or six months or a year from now. But we can't afford to gamble, in my opinion. And I think you have to be realistic, since they have indicated to us that the remedy portion of this contract is of paramount importance. I just don't think that we can continue to meet like this and change our minds from day to day or week to week. We just are running out of time, and I think we ought to come to an agreement once and for all as to what we are prepared to do. And I personally feel that this agreement is not going to be accepted if we don't include Paragraph 5 in there with the additional amendments that have been proposed, i.e., the time limit as far as the notice of violation is concerned and the damages would be only applicable after the magistrate so decides or decrees that there has been a violation. I think you have to be realistic. I don't think what they're asking for is unreasonable. I think if we default on this contract I think they have the right of remedy. I think we would certainly request it if the shoe was on the other foot, so I am personally in favor of including 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 40 Paragraph 5 in order not to run the risk of RTC throwing this back at us and then we have one or two more sessions and then all of a sudden the Court of Appeals makes a decision where we lose twenty million dollars. So I feel very strongly about my position, as I indicated in as clear a fashion as I could at the last meeting, that it makes sense, and I still feel the same way, that we should include Paragraph 5 with the changes that have been suggested by Sam. MR. AUGENSTEIN: Commissioner, can I jump back in a minute? MAYOR VORESS: Just a minute, Commissioner Augenstein. Let me say what I think and then we'll go through all of us. All right, is that all right? MR. AUGENSTEIN: Fine. MAYOR VORESS: I believe that we should include Sam's proposal, "shall only" and "only," that there should be a notification section put in written by Rusty relative -- and putting a ninety -day provision in that for notification to us, we accept Sam's suggestion that we put in damages do not start until we have been determined 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 41 by the magistrate to be guilty of some violation, and that Section 5 should be in. I believe that it is vital to put that piece in if we truly want to deal with the RTC. If we don't we can take it out, but I think they have told us that, I think Sam has said this is a common provision in agreements of this type and that it is perfectly proper for them to ask for it. I believe also that the Town, that the present commission has to believe that current -- that future commissions will be as responsible for this agreement and stipulation as this current commission is, and we may have to institute rules in this town in terms of policies to let us know whenever there is a question on the RTC, on the Hidden Harbor property, that we're aware of what those things are, whether it's to the building official, to anybody in town, we should as a town commission be notified until this project has been complete, and that's my view of it. Now, Commissioner Augenstein? MR. AUGENSTEIN: Okay. The remedies here are specific in each and every number. Number one is mandatory injunctive relief. Second is payment, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 42 which we took out, but anyway, what the payment by defendant for liquidated damages for delay reads over here was a judgment against any unpaid balance. Four was paid attorney fees actually incurred. But five is vague. "Other damages," it's so vague, what could other damages be? So I'd like a specific instance in here and I wouldn't object to it if there was specific instances put in of what else we can be responsible for, but this is extremely vague, "other damages." MR. ROBERTS: Can I say something? MAYOR VORESS: Yes. MR. ROBERTS: Thank you. A couple of things. One, this is a common provision, and as Sam says, it really just restates the law is all it does. If you had no provision in there making your remedies exclusive or limiting, even if that position, if that wasn't in there, they would have that ability to do it. It's a contract. That's contract law. What I have indicated to you is that the research shows, and I'm sure Sam will agree with this, you can limit your remedies, and that's the case law of Coastal Computer versus Team 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 43 Management Systems, Inc., and that's not uncommon either. Now, what you have in this provision from the very outset is an unusual provision whereby they have -- what generally happens in a contract is you have your general contract remedies, and if there's a breach they file suit and you go on for a year or two or three or four or five, six, until you finally get to the jury trial which you are entitled to under contract remedies. You're entitled to do all your discovery, you're entitled to go to state or -- and generally it would be state court, and RTC might require you to go to federal court under their statute. That's a general contractual remedy. But you have to understand in this situation we've already changed that ball field to begin with from the very outset by agreeing in this thing to allow it to be done on an expedited motion in front of a magistrate, rather than a district court judge, in a non -jury proceeding rather than jury proceeding, going to a specific place, and that is something their, to their benefit, okay? They are essentially asking you to waive 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 44 general contract remedies. All right? And it's my advice to you that if you're going to waive those general contract procedural remedies that you are entitled to, that there be something in return to make it fair to you. And the fairness to you as a town is that in return for those specific things they only get specific remedies. And that's why it was inserted. The second thing is that it's my feeling that this is not the only provision in this agreement that RTC has dispute over. If it were the final agreement, quite frankly I think you could draft something, what Sam says, and potentially limit your exposure, but it's my sense from the correspondence and reviewing the transcript that the RTC has a lot of other things to talk about. They want to talk about stories of buildings and monetary provisions and all that stuff like that. I would suggest, you know, conceding that, that you send it off with those few minor changes to them and then continue your discussion and be, like Sam says, drafting what the notice provision is. I think they'll probably want something. But if that's the last provision, then fine, because I think this is the biggest provision. It's 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 45 biggest provision, it's the biggest risk, and the other stuff, if that all gets resolved and you're down to this I wouldn't have any hesitation saying that's the risk, if you want to take the risk take it, and I think you'd probably be at five million, if this is the last thing, but it's not. MAYOR VORESS: Well, we don't know until we send it to them, Rusty. MR. ROBERTS: Absolutely, but as I said to you before, Mayor, if you change it now you'll never go back. MAYOR VORESS: We always have relief from the Circuit Court, Rusty. MR. ROBERTS: No, you don't. MAYOR VORESS: Yes, we do. MR. ROBERTS: Well, I'm, I retract that. I don't know in what context you meant. MAYOR VORESS: The Court of Appeals. MR. ROBERTS: Well, and you can see what happened on the first panel opinion in this case, what sort of relief you got. MAYOR VORESS: I understand, I understand that, Rusty, but, you know, we do have the capability of getting relief from the court and it'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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 46 MR. ROBERTS: And, well, and the other concept I think you have to understand is that if in fact you, let's say you, the twenty million dollar judgment is affirmed and you still have the potential to go to the Supreme Court in this case, and I think Sam would agree with it. Second of all, there are a variety of rulings that that court could make, only one of them is affirming the underlying judgment. There are a variety of things that can happen in that regard. The other thing is that if in fact -- let's take for instance the mandatory injunction that was issued. It simply says, our PUD for five years and two months and one day and reasonable changes to that, okay? What did the court say in that regard in that order? There is nothing about, in that order saying they can get damages if you violated that injunction. And that's very similar to what you're saying here. I'm substituting in these building parameters something different than what the mandatory injunction is and you don't get damages. They either do it or you don't do it, okay? And my suggestion to you and 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 47 recommendation is that you simply send it off as is and if the clock is ticking for you, the clock is ticking for them as well. Okay? I think they're very anxious to settle this, too. I would suggest you send it off and continue to discuss what it is, and if that's the final thing, the final thing that puts it over the precipice as a done deal, then you can do it. MAYOR VORESS: Well, let's see if we can get to the end. I think we're trying to -- I would accept a motion -- MR. EYPEL: Wait a second. Wait a second. We haven't gone around the table. MAYOR VORESS: Oh, excuse me. All right. MR. EYPEL: We were going to rebut, we were going to go around. MAYOR VORESS: What I was saying is, we can either rebut what we have heard or we can get a motion, and then we'll have a discussion section of the motion -- MR. EYPEL: Well, I think since Commissioner Augenstein has had an opportunity -- MAYOR VORESS: Go right ahead, Commissioner, f ine . MR. EYPEL: I'd like 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 R., MS. MARIANO: Sam, are you still with us? MR. DANIELS: Yes. MR. EYPEL: Thank you, Sam. In response, I would like to clear the air on a couple of things. Number one, Commissioner Rand, I was not speaking for you, sir. I respect your decisiveness and I know that you had your opinion at the last meeting and I know you have not changed your opinion. So possibly my choice of words was a little inaccurate. I was speaking more in terms of myself. MR. RAND: Fair enough. MR. EYPEL: I simply felt after reflecting and pondering this matter over the weekend that we, I had to come to terms with this agreement. Quite frankly, this back and forth and deciding when the Court of Appeals is going to render a decision and when they're not going to render a decision, quite frankly this is, this is very nerve-wracking for all of us, so I basically came down to the decision of whether or not the risk of the twenty million dollar judgment, the impending risk of that judgment was a stronger force than the liability that we would be exposed to 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 !11 left five in and produced some language, and I agree with Mr. Daniels and with Sam, that we could provide language that not only a notification provision, that I agree with Commissioner Rand on the ninety days, but that we could also draft some sort of language that addresses the issue of -- MAYOR VORESS: Damages. MR. EYPEL: Damages, excuse me, sorry. I think those suggestions were very clear and I hope you will all understand that this is a decision of risk management, basically. We are trying here, and I agree with Rusty and I know that he is, his intentions are clear, he is trying to advise the Town to the best of his ability and he is trying to limit the Town's exposure to a serious case of damages, a damage case suit here. And, Rusty, I do appreciate those comments and I know from where you're coming. But I must say that we must decide which is more important to us. And those are my statements. Thank you. MAYOR VORESS: Thank you. Vice Mayor Bill Paul, do you have anything to add? MR. PAUL: Nothing further to add. MAYOR VORESS: Is everybody ready to get a motion so we can -- 1MUDRICK, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 50 MR. AUGENSTEIN: Could I just ask one question? MAYOR VORESS: Yes. MR. AUGENSTEIN: Is there any way of softening this language so it doesn't look so dedicated -- MR. EYPEL: I think, Commissioner Augenstein, that that's what Sam was suggesting, that we did add provisions and soften it so that our exposure was limited. MAYOR VORESS: To after the magistrate -- MR. EYPEL: After a magistrate has decided. There would be no damages until a magistrate has decided that we have -- MR. AUGENSTEIN: That I would like. MAYOR VORESS: All right. Could I have, could I get a motion? Since I'm the chair I guess I can't make the motion. Would someone wish to make a motion? MR. RAND: Well, I make a motion that we include Paragraph 5 in this stipulation with the suggested changes to minimize the risk that we obviously are all aware of exists. MR. AUGENSTEIN: Okay. MAYOR VORESS: All right. So that 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 51 include "shall only" and "only," notification section at ninety days. MR. RAND: Correct. MAYOR VORESS: And Sam's suggestion that we put in damages would only start at the magistrate's ruling that the Town was indeed violating the agreement. MR. DANIELS: It would be a two-way deal, that either party had violated. MR. RAND: What did you say, Sam? MR. DANIELS: The clause would provide that no damages for breach of this agreement shall commence to run until the magistrate has ruled that a party has violated the agreement. MAYOR VORESS: All right. MR. AUGENSTEIN: That's what I thought we decided on. MR. DANIELS: RTC might violate it, too. e MAYOR VORESS: Okay. Fine. It probably won't be RTC, it will be the next owners, Sam, they're going to be out of it. Could I have a second for Commissioner Rand's -- MR. EYPEL: Second. MAYOR VORESS: All right. Any discussion? MR. EYPEL: Mayor, if I may ask, we haven'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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 52 discussed two, are we leaving two out? MR. RAND: I was going to ask the same thing. Are we going to leave in Paragraph 2 about the thousand dollars per day? MAYOR VORESS: Well, we left it out the last time. I said that we were going to leave it out this time, too. MR. RAND: I thought so, too. MAYOR VORESS: Yes. Okay. Commissioner Dave Augenstein? MR. AUGENSTEIN: Aye. MAYOR VORESS: Commissioner Arthur Eypel? MR. EYPEL: Aye. MAYOR VORESS: Commissioner -- Vice Mayor Bill Paul? MR. PAUL: Nay. MAYOR VORESS: Commissioner John Rand? MR. RAND: Aye. MAYOR VORESS: Mayor Arlin Voress, aye. The motion passes. Sam, we're going to take your advice and move in that direction, by the majority of the Commission. Can you hear me? MR. DANIELS: I can hear you. I think it's everybody's advice. MAYOR VORESS: Right. All right. Fine. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 53 problem with that. MR. DANIELS: I think that's wonderful. MR. ROBERTS: You want to draft up the provisions, Sam, send them to me? MR. DANIELS: Get something up -- where are you going to be? Tell you what you do, Rusty, have you got my home number? MAYOR VORESS: I have it, Sam. We can get it to Rusty. MR. DANIELS: How about, where are you going to be that you can call me? You going back to your office? MR. ROBERTS: No, I'm going home. MR. DANIELS: Oh, okay. MR. ROBERTS: Can you just get it to me in the morning? MR. DANIELS: I'll send you something first thing in the morning. MR. ROBERTS: Okay. MR. DANIELS: Great. Are we done? MR. RAND: No. MAYOR VORESS: I think Commissioner Rand has one other issue he wants to bring up. MR. DANIELS: Okay. MR. RAND: Yeah, I'm a little bit concerned 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 54 about the Section 6, payment by the Town. As I had made reference at our last executive session, I reminded my fellow commissioners that the Town is liable for the 5.5 million dollars in this settlement. We now have the first time seeing a commitment which Mr. Roberts has produced from Florida League of Cities to the effect that they would agree to pay one million dollars under the settlement after certain conditions are met, meaning the, their release from the Town, I presume they also mean from the court order. However, the way we worded it here where we say one million dollars within five business days of receipt of such sum from the Florida League of Cities Insurance Trust, I'm afraid that the RTC might question this as to what happens if you don't get it within five business days. And inasmuch as this is our liability, I don't know, and I appreciate your opinion, Rusty, by virtue of this letter from the Florida League of Cities do you feel that there could be a problem that they may not pay it in timely fashion, in which case would we have to increase our promissory note from three million to four 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 55 million? In other words, we're liable for their share of the million if they don't pay it for one reason or another, but you feel with this letter that that thing just doesn't exist? MR. ROBERTS: You know, I've been working with them for fifteen, sixteen years and I've never had a problem. In fact, I've got a check that they don't even have to fund until probably the end of this year sitting in my office right now for $125,000 because somebody said, gee, has that been funded, so they sent it to me already and I, I can almost assure you that, you know, once this agreement is reached and the resolution goes down there, that million dollars will be here. MR. RAND: All right. Then -- MR. ROBERTS: And I agree with your concern, too, and the RTC may question that. And I suspect that they will want some language of wanting it probably within some day of the order rather than in fifteen days of receipt. MR. RAND: I have a suggested wording on it that I'd like to try on for -- after -- On A now, we're talking about 6-A, the payment by the Town, where it says one million 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 56 dollars within five business days of receipt of such sum from the Florida League of Cities Insurance Trust, I would like to add, however, if for any reason such payment is not made within ten days of the date of the court order pertaining to this settlement, the sum of one million dollars will be added to the balance of three million dollars, to be paid by the Town in accordance with the terms and conditions of Section 6-C of this settlement agreement, and the note to be executed by the Town will be therefore increased from three million to four million dollars. How's that strike you? MR. ROBERTS: I don't have a problem with that. MR. RAND: Okay. Anybody else have a problem with that? That would be the suggestion, because I think that would satisfy the RTC and eliminate their coming back and saying, well, suppose you don't get the million dollars, then what happens then, so this way I think we cover it in advance and eliminate any argument in that respect. How do you feel about it, Sam? MR. DANIELS: Sounds great to me. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 57 knows those people and they've paid every bill right on time. MAYOR VORESS: Yeah, I think you'll get your money, we'll get our money right away. MR. RAND: Okay. So that would be the suggestion that I would add for 6-A. MR. AUGENSTEIN: I have a question. Would that check be made out to the RTC? MR. ROBERTS: Right. MR. AUGENSTEIN: In other words, all we have to do is forward it or you could forward it, either way? MR. ROBERTS: Right. MAYOR VORESS: They might indeed ask for a wire transfer. MR. ROBERTS: They probably won't get that. MAYOR VORESS: No, but -- all right. Are there any other, are there any other issues then to come before the executive session? Hearing none -- wait a minute, Sam, excuse me, Sam. MR. ROBERTS: I'll just, I think that if we get close to it I'm sure I can get a commitment out of them so that they will in fact, not that I don't think your language is beneficial as well, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 but I'm sure I can get a commitment out of them that the deal is signed and sealed, you know, send, you will send the check on such and such a day, I'm sure. MAYOR VORESS: Okay. Sam, the only other issue -- MR. ROBERTS: If you could, John, send me that language. MR. DANIELS: Arlin, I couldn't hear you. MAYOR VORESS: Excuse me, Sam. The only other issue we're going to take up in this meeting is discuss with Rusty when he thinks he'll have the document ready to take to the RTC. It's almost 5 o'clock and you may wish to leave us now. I think the Commission thanks you very much for your time and patience with us and if you want to stay on you can. If you want to get off, this is just going to be -- MR. DANIELS: My family just came home, my dogs need to be fed, so I am going to say good-bye and God bless all of you. MR. ROBERTS: Okay. MAYOR VORESS: Rusty, I guess the other thing I have on my agenda is when you think we might be able to get this off to the RTC. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 59 MR. ROBERTS: Well, I got to get his draft and incorporate an agreement and, you know, I should be able to get it out tomorrow. MAYOR VORESS: All right. Okay. So next couple of days we'll be able to get that out? MR. ROBERTS: Yes, I don't think I have anything else tomorrow so I can get John's language and Sam's language and, you know -- MAYOR VORESS: Okay. Fair enough. MR. AUGENSTEIN: Rusty, can I ask you a question? MR. ROBERTS: Uh-huh. MR. AUGENSTEIN: Have you had any communications with the RTC on when this is going down? MR. ROBERTS: I talked to Judith on Monday. MR. AUGENSTEIN: That's yesterday. MR. ROBERTS: Yesterday. And I told her I thought it was going out yesterday or today. So -- MAYOR VORESS: Okay. MR. AUGENSTEIN: But she is expecting a message. MR. ROBERTS: She said she'd be happy to see it. MR. AUGENSTEIN: 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 Area Code (407) 659-4155 Area Code (305) 525-6723 Area Code (305) 371-2713 Area Code (407) 338-0955 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MS. MARIANO: Okay. I have a comment. I just want to be clear on how we're going to proceed, because I'm not planning to be in the office tomorrow. Is it agreed among the Commission that Rusty is free to send this document out without him sending any proposed language back through you? You know, I don't want him to have language and then the Commission say, well, we didn't see that language before it went, because he's been advised to send it out. I want it to be very clear that are you putting your trust in he and Sam to draft the language as they see fit and to send the agreement without coming back before this body. MR. AUGENSTEIN: Good point. MR. RAND: I would certainly be willing to give Rusty the discretion -- MR. AUGENSTEIN: Me, too. MAYOR VORESS: Yeah, I think so. Rusty, I think you understand the spirit of what we want. MR. ROBERTS: Well, as I say, Sam's going to be drafting it up, and the only thing, I just wanted to make sure that any provision that we had in there is consistent with the other provisions, 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 61 yes. MAYOR VORESS: So, okay, so we give Rusty the authority and the obligation to move it right along. MR. AUGENSTEIN: I'm sure you made copies of the language we were discussing. MR. ROBERTS: Sure. MAYOR VORESS: Right. MR. ROBERTS: What I did -- I mean, I'll fax it down to Mary Ann if you all want to see it or something like that. MAYOR VORESS: Okay. But let's move it right along. Fax us a copy when you get it, to Mary Ann. She'll distribute it to us, and -- MR. RAND: Don't hold it up, just send it -- MR. ROBERTS: Oh, no, no. I mean, I'll -- just make sure she has her fax machine on. MS. MARIANO: Because I can't be in the office tomorrow. MR. EYPEL: And if we could, we could have that distributed to the Commission in whatever fashion is necessary. MAYOR VORESS: We'll have it delivered by the police the minute it gets here. MS. MARIANO: And I will be available on 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 62 phone or by beeper all day. MR. ROBERTS: The other thing was the promissory note is a part of that package that you all just got. MR. RAND: I don't see any problem with it. Wait a minute. Just a minute. There was one thing. Excuse me. Where is that now? That's in Rusty's -- MS. MARIANO: While he's looking for that, you'll note that in your box you received an updated version of the preliminary financial analysis from Stifel, Nicolaus based on those corrections that Commissioner Rand made on Friday's meeting. MR. RAND: Rusty, there is one suggestion I have on the note. MR. ROBERTS: Okay. MR. RAND: I think it might be helpful if we insert somewhere that this note is issued in accordance with the terms and conditions of the settlement stipulation. I'd like to identify the note as being part of the settlement stipulation, because they make no reference to it. MR. AUGENSTEIN: I think they ought to keep 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 63 MR. RAND: Huh? MR. AUGENSTEIN: Going to keep it -- MR. RAND: No, but there are certain, in other words, this promissory note has been issued as a result of a settlement stipulation, so I'd like the note to clearly make reference to that fact. MR. AUGENSTEIN: Yeah, they dot their "I"s and cross their "T"s. MR. RAND: I'm sorry, that's my nature. MR. ROBERTS: I'll talk to Charlie and see what -- I mean, I don't have a problem with it one way or the other on that, but it's his note so I want to communicate it to him. MR. RAND: Okay. MAYOR VORESS: I declare that all subjects have been discussed, and I will adjourn the executive meeting as of now. Do you have anything you want to say at 5 o'clock? MR. ROBERTS: No, just that it's 5 o'clock and that the attendees of the meeting are listed in the transcript, that no part of the meeting has been held off the record, and that Sam Daniels has attended by a phone from Miami because of the distance. And that's all I have. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 64 Mayor, thank you very much. MAYOR VORESS: Thank you. I will reconvene the special meeting of the Town Commission and when the Town Clerk gets here we will address that. MS. MARIANO: (Telephonically) Doris? THE CLERK: (Telephonically) Here I come. MAYOR VORESS: What did she say? MR. RAND: "Here I come." (Whereupon the Clerk entered the room.) MAYOR VORESS: Doris, we are reconvening the special meeting of the Town Commission of the Town of Highland Beach for April 25th, and I'll accept a motion for adjournment. MR. RAND: So moved. MAYOR VORESS: Second? MR. EYPEL: Second. MAYOR VORESS: All in favor? (All respond "aye.") MAYOR VORESS: Meeting stands adjourned. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 65 C E R T I F I C A T E The State of Florida, ) County of Palm Beach. ) I, NANCY L. CONING, Registered Professional Reporter, do hereby certify that I was authorized to and did report the above meeting at the time and place herein stated, and that it is a true and correct transcription of my stenotype notes taken during said meeting. The foregoing certification of this transcript does not apply to any reproduction of the same by any means unless under the direct control and/or direction of the certifying reporter. In witness whereof I have hereunto set my hand this C) Y4 day of v) 1995. NANCY L. CONING, RPR, P My Commission Expires JULY 21, 1995. OFFICIAL NOTAR SEAL NANCY L CONING NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC454490 MY COMMISSION EXP. ULY 21,1999 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