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MF OF pEIICAN 5
City of Sebastian
POST OFFICE BOX 780127 ❑ SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 ❑ FAX (407) 589-5570
SUBJECT: GDC Bankruptcy Claim
i
City Manager
Agenda No. % ' ;_qG)
Dept. of Origin: City Manager
Date Submitted: 04/17/91
Approved For Submittal By:
For Agenda Of: 04/24/91
Exhibits:
- 3 Pages - GDC Offer -3 pages
- Exhibit "A" - Essential Contract
Elements - 2 pages
- Exhibit "C" - 4 pages
- 1979 Agreement
- 2/19/86 Palmer Opinion
EXPENDITURE AMOUNT APPROPRIATION
REQUIRED: BUDGETED: REQUIRED:
SUMMARY STATEMENT
On April 6, 1990, General Development Corporation ("GDC") filed
for protection under Chapter 11 of the Federal Bankruptcy Laws.
Since that date, GDC has failed to meet its obligations under
the terms of a contract with the City dated August 15, 1979. On
June 26, 1990, July 12, 1990, November 13, 1990, January 16,
1991, March 26, 1991, and again on April 9, 1991, I met with
officials of GDC to discuss a possible agreement between GDC and
the City. The effect of an agreement would be to relieve GDC of
its obligations under the terms of the 1979 agreement.
CITY OFFER
GDC had previously been furnished copies of my report to City
Council dated 1/29/91 regarding the bankruptcy and the City's
response.
- 1 -
�D.�Z90
GDC OFFER
At the March 26th meeting, GDC presented their view of the City's
claim. This was done on a page marked "Discussions Only" and
dated 3/14/91. GDC denied most of the City's claims totaling
$4,460,256 and provided their own estimate of liabilities
totaling $1,059,531. Although GDC presented this page for
discussion, no one present could detail the reductions since,
according to GDC officials present, it was prepared by GDC
officials who were not present. I agreed to review it and discuss
it in further detail at a subsequent meeting. At the April 9th
meeting, GDC presented, again for "Discussions Only" a
preliminary offer of various properties valued at $698,470.
Attached was a detailed description of tract numbers and
converted drainage lots. These two (2) pages are not dated, but
are enclosed for your review.
DEFICIENCIES IN GDC PROPOSAL
The negotiating session of April 9th began by my questions of the
GDC estimate of liabilities as presented on the page dated,
3/14/91. Again, the officials present could not give much detail
on their rationale for reducing much of the estimate, but the
following discussion is numbered in the same order as their page:
1. Unit 16 Street and Drainage. City estimate equals
$220,700; GDC - $64,509; a reduction of $156,191. GDC offered no
explanation other than that was their estimate to bring into
compliance the street and drainage facilities in Unit 16.
2. Unit 17 Street and Drainage. City estimate equals
$1,364,472; GDC - $739,222; a reduction of $625,250. GDC offered
no explanation other than this was their estimate to bring into
compliance the street and drainage facilities in Unit 17.
3. Elkcam Waterway. City estimate $1,531,250; GDC - $230,400; a
reduction of $1,300,850. GDC denies any responsibility to
construct seawalls in the major canals South of CR 512. The GDC
estimate of $ 230,400 is their estimate to construct the water
control structure on the Elkcam Canal, a project the City
estimates at $300,000. GDC's response to the reduced estimate is
that the bulk heads were GDC's obligations to property owners and
not to the City. Balderdash! Paragraph 15 of the 1979 agreement
explicitly requires GDC to construct these facilities.
4. Wentworth Ditch Realignment. City estimates $103,834; GDC -
$ -0-; reduction of $103,834. GDC denies any responsibility for
this grossly misaligned ditch stating that it existed prior to
their development. However, GDC's drainage plans require a canal
to be located in a rear yard easement. Paragraph 10 of the 1979
agreement states:
- 2 -
•
•
DEFICIENCIES IN GDC PROPOSAL
(Continued)
"X. General will indemnify and legally
defend at not cost to the City and save the
City harmless from any and all actions and
judgments, if any, by purchasers of property
from General who have any complaints or legal
actions against General in regards to the
location and/or construction of drainage ways
in the City."
Additionally, in paragraph 12 of the agreement, the City accepted
only those drainage facilities which were "recorded in the
Official Records of Indian River County." The misaligned
Wentworth ditch is clearly not recorded in the official records
of Indian River County. The City simply cannot accept something
that does not exist. Nor is the City required to accept an
"improvement" which is constructed on private property and not
held by deed or easement by the City, namely the Wentworth ditch
which is completely outside of the easement and on private
property.
In his legal opinion dated February 19, 1986, then City Attorney
Thomas C. Palmer, Esq. opined that the City accepted only those
drainage facilities which were properly aligned. Lastly, prior
to bankruptcy, GDC would promptly respond to complaints from the
City or property owners and correct misaligned ditches in all
units of the Sebastian Highlands. Clearly, GDC's administration
and practice of the 1979 agreement committed GDC to realign
improperly aligned drainage facilities.
S. Construction Contingency. The City estimate $322,000; GDC -
estimate $ -0-; reduction of $322,000. GDC claims their should
be no construction contingencies. Further, they claim that the
contingencies in the City estimates were included in the cost
estimates to bring street and drainage facilities in Units 16 and
17 into compliance with the 1979 agreement. GDC's assertion is
nonsense and deserves no further explanation. A construction
contingency of 10% is reasonable.
6. Unit 16 Stormwater Retention Lake. (Collier Waterway) The
City estimate $695,100; GDC - estimate $-0-; reduction of
$695,100. GDC's explanation for this reduction was that the
stormwater lake was a part of the improvements of that portion of
Unit 16, which is not yet constructed and therefore, the
construction of this stormwater lake is not required at this
time. However, when confronted with photo copies of the the
recorded plats, which indicates that about 98% of the lake is in
Unit 11, GDC continued to deny they had any responsibility for
its construction. They also said that permits would be difficult
to obtain. Paragraph 15 of the 1979 agreement requires GDC to
construct this lake and to maintain all waterways South of CR 512
until all the work is completed. GDC has a responsibility to
construct this lake under the terms of the 1979 agreement.
- 3 -
DEFICIENCIES IN GDC PROPOSAL
(Continued)
7. Emergency Repairs To Date. City estimate $15,400; GDC -
$15,400; reduction $ -0-. At the April 9th meeting, I advised
GDC that the City was amending this claim for an additional
$55,000 for repairs to streets in Unit 17 which were in a
deplorable and unsafe condition. GDC asked for additional
details which I have since furnished to them.
8. Improperly Aligned Drainage Ditches. City estimate $197,500;
GDC - $-0-; reduction of $197,500. GDC disputed any obligation
to correct improperly aligned drainage ditches. Please see
Paragraph number 4 above. However, as we discussed this matter,
GDC offered to accept the figure of $100,000. The City's
estimate of $195,000 was calculated as follows:
Estimate 25 ditches in 13 Units (excluded are
Units 7, 12, 16 & 17 and "Wentworth" ditch.
13 Units X 25 Misaligned Ditches X $600 per
Ditch = $195,000
I have no problem in reducing the estimate to $100,000.
9. Englar Bridge Repair. City estimate $10,000; GDC - estimate
$10,000; reduction of $ - 0-.
CTTMM71 P V
The total City estimate is $4,460,256; the GDC estimate is
$1,059,530; the overall difference is $3,400,725. As outlined
above, I do not believe we should accept GDC's lower estimates.
There are three (3) claims that the City may be able to reduce
its estimate: In claims number 1 and 2 for Units 16 & 17 Street
and Drainage, the City may wish to reduce its estimates to the
1979 contract standard of soil cement base and one inch of
asphalt, although this standard would not meet current standards.
The third area is identified in claim number 8 above to reduce
the value of improperly aligned drainage ditches from $197,500 to
$100,000.
GDC PROPOSED ASSETS FOR TRADE
GDC has presented a preliminary for "Discussions Only" offer of
$698,470. At the same time, GDC is offering to convey some
$168,000 (their value) of other "assets" to the City, including
the various "park" tracts and residential building lots, which
were converted for drainage retention. In my judgment, this
offer should not be considered until the dollar amount of the
claim is resolved.
- 4 -
CITY COUNTER OFFER
At this point in time, it may be appropriate for the City to make
a counter offer. Any offer should include those "Essential
Contract Elements" which were outlined in my memo to the Mayor
and City Council, dated January 29, 1991 and since revised. GDC
has agreed to all but one (1) parcel on this schedule. Exhibit
"B" of the January report outlined in dollars and cents GDC's
1979 contractual obligations. I may point out that these
obligations do not list an additional $55,000 authorized by City
Council for Unit 17 street repairs nor does it list the
maintenance expenses GDC would incur for street and drainage
facilities had GDC not filed for bankruptcy. As noted in the
"Summary" part of this report, I believe there is some
justification for a reduction in the City's estimate of GDC's
liabilities. Exhibit "C" of my January report outlined those
assets which I believe would be appropriate as a "trade" with GDC
to relieve GDC of its 1979 contractual obligations. I have
revised that schedule, which is enclosed for your review.
"PARKS"
I do want to point out that GDC says there is a difference
between "dedicated" and "designated" park tracts. It is GDC's
position that those tracts which they have identified as
dedicated parks are ones which they are willing to convey to the
City.
GDC's position on the "designated" parks, is that GDC has
obligation or responsibility to convey this property to the City
or to develop the parcels as park. It is their intent to further
subdivide these "park" parcels into residential building lots and
sell them. They have also suggested that the City agree to
rezone some of these tracts to commercial zoning designations.
When asked to convey them to the City, GDC's response is that
they would be willing to sell these tracts to the City at fair
market value. With this type of pathetic corporate greed, it is
little wonder that GDC finds itself in bankruptcy court or that
it has been found guilty of illegally misrepresenting its
properties. GDC clearly represented these sites as parks. In
good faith, individuals purchased building lots with, at least,
implied promises of neighborhood parks. In good faith, the City
identified these parks as open recreation space in its local
comprehensive plan. It is unfortunate that the 1979 agreement
did not specifically address this issue. Rather than conveying
these parcels as GDC assets, they might otherwise be viewed as
GDC liabilities. Therefore, I believe the City should be very
hesitant to exclude these properties from the current
negotiations or to ever allow a rezoning to other than its
current "Public Service" zoning designation.
CITY IS NOT A DEVELOPER
I must again bring to your attention that by relieving GDC of its
obligations, the City would assume responsibility for the
maintenance of infrastructure (streets and drainage) built to
date. However, it must be understood that the City is not
assuming GDC's responsibilities under the 1979 agreement.
- 5 -
•
0
(Example: GDC is required to construct certain seawalls along
the Elkcam Waterway at an estimate cost of $1.2 million. The City
may choose to construct the seawalls, or to install rip rap, or
to do nothing.) The point is that the City of Sebastian is not a
developer and must make no pretense that it is to assume GDC's
civil liabilities, responsibilities, representations or promises.
Under no circumstances is the City committing to construct
streets or drainage structures in portions of Unit 16 or 17 which
are platted but not improve.
- 6 -
CITY OF SEBAS'11AN dh
i OBLIGATIONS FOR .59iTLEME
DISCUSSIONS ONLY
CLAIM
1. Unit 16 Street and Drainage
2. Unit 17 Street and Drainage
3. Elkcam Waterway (Seawall and Water Control
Structure)
4. Wentworth Ditch - Realignment
5. Construction Contingency (10%)
6. Unit 16 Stormwater Retention Lake
(Collier Waterway) - not constructed
7. Emergency Repairs To Date
8. Improperly Aligned Drainage Ditches
(Estimate)
9. Repair Englar Bridge Over Collier
Waterway in Unit 16
10. Park, Governmental and Conservation
Sites
11. Commercial/Industrial and Other
Properties
TOTAL
CITY
ESTIMATE
$ 220,700
1,364,472
1,531,250
103,834
322,000
695,100
15,400
197,500
$ 49460,256
3-14-'91
G.D.C.
ESTIMATE
$ 64,509
739,222
230,400
-0-
-0-
-0-
15,400
-0-
10,000
$ 1,059,531
G.D.C.
$ VALUE
$ 8,000
0
475,150
215,320
1
1
$866,570 $698,470
CITY OF SEBASTIAN
OBLIGATIONS FOR SETTLEMENT
DISCUSSIONS ONLY
RE: PROPOSED ASSETS FOR
TRADE
CITY OF
ITEM #
ASSET DESCRIPTION SEBASTIAN $ VALUE
1.
One (1) Residential Lot - Barber
$ 8,000
Street Sports Complex
2.
One (1) Residential Lot - Airport
8,000
Drive East
3.
A commercial tract at the intersection
475,150
of Barber and Tulip
4.
Schumann Lake Island in Unit 16.
215,320
Schumann "Lake" is a dedicated
drainage right-of-way. Total 15.38
acres at $14,000
5.
Two (2) lots for access to the
20,000
Elkam Dam
6.
Miscellaneous lots and designated
140,100
tracts used for retention and
drainage (Estimated 140.1 acres at
$1,000 an acre)
G.D.C.
$ VALUE
$ 8,000
0
475,150
215,320
1
1
$866,570 $698,470
•
9
TRACT NUMBERS AND CONVERTED DRAINAGE LOTS
DESCRIPTION Total Acreaze
Tract
B,
Unit
14 (Park)
7.42
Tract
C,
Unit
8 (Park)
8.01
Tract
A,
Unit
13"
3.99
Tract
B,
Unit
13
10.08
Tract
D,
Unit
13
26.81
Tract
H,
Unit
17-
3.76
Tract
I,
Unit
17'
33.28
Tract
K,
Unit
17-
2.80
Tract
M,
Unit
17,
2.10
Tract
R,
Unit
17'
2.44
Tract S, Unit 17, 1.91
Tract 0, Unit 17 8.50
111.10
Residential Lots
Unit 11, Block 55, Lots 10 to 15
Unit 11, Block 386, Lots 2 to 7
Unit 16, Block 545, Lots 12 to 17
Unit 16, Block 612, Lots 10 and 11
Unit 17, Block 449, Lots 1 to 11
Unit 17, Block 451, Lots 1 to 4
Unit 17, Block 462, Lots 11 and 12
Unit 17, Block 570, Lots 4 to 19
Unit 17, Block 578, Lots 1 to 16; 19 and 20
Unit 17, Block 579, Lots 12 to 14 and 19, 20, and 21
Unit 17, Block 580, Lots 1 to 3; 19 and 20
Unit 17, Block 582, Lots 6 to 11 and 18 to 23
Unit 17, Block 584, Lots 13 to 16
Unit 17, Block 586, Lots 6, 7, 8 and 19, 20, 21
Unit 17, Block 589, Lots 4 and 5
Unit 17, Block 596, Lots 12 to 15 and 18 to 22
Unit 17, Block 598, Lots 14 to 17
Total of 116 residential lots converted to
drainage ..................................... 29.00
TOTAL ACREAGE 140.10
•
•
GENERAL DEVELOPMENT CORPORATION - ASSETS
In exchange for relieving GDC of its liabilities and obligations as
outlined above, the City may wish to acquire some of the following
real properties: These properties may be further detailed on
"Exhibit C".
C - 1 One (1) Residential Lot - Barber $ 8,000
Street Sports Complex
C - 2 One (1) Residential Lot - Airport 8,000
Drive East
C - 3 A Commercial Tract at the 365,500
Intersection of Barber & Tulip
C - 4 Mosby Letter of 1/23/91 - Fleming 72,000
Street Extended to S. Easy Street
(Replat portions of Unit 16 SH -
affecting eighteen (18) residential
lots @ $4,000
C - 5 Parcels in the portion of Unit 16 SH 378,140
which is platted yet not constructed.
Total 27.01 + acres @ $14,000/acre
C - 6 Schumann Lake Island in Unit 16, SH 215,320
and related tracts. Please note that
Schumann "Lake" is a dedicated drain-
age right-of-way. Total 15.38 acres
@ $14,000
C - 7 These are parcels located in Unit 17 1,003,500
SH and designated "Commercial" or not
"designated". Total 20.07 + acres @
$50,000/acre (04/16/91 Rec. 1.07 Acres @ $14,000)
C - 8 This is a tract in Unit 13 which is 75,040
designated as "Commercial" by GDC
but zoned RS -10. Total 5.36 acres
@ $14,000
C - 9 Public Service ("PS") Tracts 1,620,500
outlined on "Exhibit C-911.
Total of 115.75 acres @
$14,000/acre
C - 10 Main Street "Entrance" Tracts 38,220
Sub - Total
Cash
GRAND TOTAL ASSETS
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
$ 3,784,220
675,980
$ 4,460,200
C
Exhibit C - 1
"EXHIBIT C"
Barber Street Sports Complex: Lot 4,
Block 208, Unit 10 Lot valued @ $8,000
Exhibit C - 2
Airport Drive East, Lot 2, Block 12,
Unit 1, SH Lots valued @ $8,000
Exhibit C - 3
•
Commercial Tract - Barber Street & Tulip
All of Block 268, Unit 10, SH
Approximately 7.31 acres - zoned
Commercial Limited (CL) 7.31 Acres
@ $50,000/acre is $365,500
04/02/91 Recommendation 7.31 Acres @ 65,000 Acre
Exhibit C - 4
Fleming Street Extended
Also, see Mosby letter dated 1/23/91
marked "Exhibit C-4" 18 affected lot
@ $4,000/lot is $72,000
(See Note Below)
Exhibit C - 5
The following tracts are in a portion of Unit 16, Sebastian
Highlands, which is platted but no improvements (streets and
drainage) have been constructed.
SH -
16
Tract
"C"
- Blk
519
("Civic")
3.01
+
acres
SH -
16
Tract
"K"
- Blk
543
("Park")
3.80
+
acres
SH -
16
Tract
"L"
- Blk
549
("Church")
4.18
+
acres
SH -
16
Tract
"D"
- (No
Blk
#)
("Park")
2.38
+
acres
SH -
16
Tract
"E"
- (No
Blk
#)
("Park")
2.38
+
acres
SH -
16
Tract
"F"
- (No
Blk
#)
("Park")
2.40
+
acres
SH -
16
Tract
"G"
- (No
Blk
#)
("Park")
2.21
+
acres
SH -
16
Tract
"H"
- (No
Blk
#)
("Park")
2.19
+
acres
SH -
16
Tract
"J"
- (No
Blk
#)
("Park")
4.46
+
acres
TOTAL 27.01 ± Acres
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Note: Exhibit C-4 - GDC Agrees: Replat prior to construction of this
portion of Unit 16 or if sold to require buyer to replat prior to
construction.
•
"EXHIBIT C"
(Continued)
Exhibit C - 6
Schumann Lake "Island". Also included:
SH
16 -
"Island"
SH
16 -
Tract "R" - Blk 559
SH
16 -
Tract "S" - Blk 559
SH
16 -
Tract "T" - Blk 559
Note: @ $14,000/Acre TOTAL
•
13.36 + acres*
.36 + acres*
.71 + acres*
.95 + acres*
15.38 ± Acres
Exhibit C - 7
"Commercial" and other tracts in Unit 17, Sebastian Highlands
SH
17
- Tract
"L"
- BL
588
("Commercial") Zoned COR
2.40
+
ac.
SH
17
- Tract
"P"
- BL
602
("Commercial") Zoned CL 16.60
+
ac.
SH
17
- Tract
"T"
- BL
606
Schuman Waterway
& Empress
.18
+
ac.
SH
17
- Tract
"U"
- BL
597
Schuman Waterway
& Empress
.27
+
ac.
SH
17
- Tract
"V"
- BL
599
Schuman Waterway
& Empress
.34
+
ac.
SH
17
- Tract
"W"
- BL
595
Schuman Waterway
& Empress
.28
+
ac.
TOTAL 20.07+ Ac.
Exhibit C - 8
SH 13 - Tract "C" - Blk 326 ("Commercial") 5.36 + acres
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
"EXHIBIT C"
(Continued)
Exhibit C - 9
Public Service ("PS") Tracts
SH
8 -
Tract
"C"
- Blk 223 ("Park")
8.24 +
acres
SH
8 -
- Blk 193 ("Park")
1.90 +
acres
SH
9 -
Tract
"A"
- Blk 409 ("Utility)
2.37 +
acres
SH
9 -
Tract
"A"
- Blk 409 ("Park")
.37 +
acres
SH
10 -
Tract
"A"
- Blk 211 ("Park")
2.49 +
acres
SH
10 -
Tract
"B"
- Blk 267 ("Park")
2.24 +
acres
SH
10 -
Tract
"C"
- Blk 264 ("Park")
1.15 +
acres
SH
10 -
- Blk 300 ("Park")
2.27 +
acres
SH
11 -
Tract
"A"
- Blk 282 ("Park")
1.68 +
acres
SH
11 -
Tract
"B"
- Blk 282
.37 +
acres
SH
11 -
Tract
"C"
- Blk 372 ("Park")
4.42 +
acres
SH
11 -
Tract
"D"
- (No Blk #)("Park")
3.81 +
acres
SH
11 -
Tract
"E"
- Blk 347 ("Park")
2.93 +
acres
SH
13 -
Tract
"A"
(Deep Swale)
3.99 +
acres *
SH
13 -
Tract
"B"
(Swimming
Hole)
10.08+
acres *
SH
13 -
Tract
"D"
(River)
14.07+
acres *
SH
14 -
Tract
"B"
- Blk 507
("Park")
5.79+
acres *
SH
15 -
Tract
"G"
- Blk 488
("Park")
4.62+
acres
SH
17 -
Tract
"A"
- (No Blk
#)("Park")
3.55+
acres
SH
17 -
Tract
"I"
- (No Blk
(wetlands)
33.73+
acres *
SH
17 -
Tract
"N"
- Blk 589
3.96+
acres
SH
17 -
Tract
"Q"
- Blk 604
("Park")
1.72+
acres
TOTAL
115.75
Acres
EXHIBIT C - 10
"Entrance" Tracts - Main Street
SH 1 - Tract "B"
SH 1 - Tract "H"
* GDC Offer 04/07/91
*** GDC Offer 04/07/91
Note: Calculated @ $14,000/Acre
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
1.70± acres
1.03+ acres ***
2.73 Acres
"ESSENTIAL CONTRACT ELEMENTS"
EXHIBIT A - 1
116 Residential Building Lots, Units 11, 16 & 17
- Tract "0", Unit 17, SH 8.49 Ac.*
- Tract "H", Unit 17, SH 3.76 Ac.*
- Tract "X", Unit 17, SH .26 Ac.
EXHIBIT A - 2
Shiloh Youth Ranch Easement .83 Acre.***
BSA Easement .86 Acre ***
XHIBIT A - 3
- Tract "K", BLK 588, Unit 17 SH 2.84 Ac. *
- Tract "M", BLK 599, Unit 17 SH 2.16 Ac. *
- Tract "R", BLK 613, Unit 17 SH 2.84 Ac. *
- Tract "S", BLK 616, Unit 17 SH 1.91 Ac. *
EXHIBIT A - 4
Two (2) Residential Building Lots
Access to Elkcam Water Control Structure
EXHIBIT A- 5
- Tract "P", BLK 560, Unit 16 SH 1.60 Ac.
(Continued)
EXHIBIT A - 6
"Fleming Grant Line" Drainage
- Tract "Y", Blk 121, Unit 4, SH 1.26 Ac. **
- Tract "O", Blk 65, Unit 2, SH 2.2 Ac. **
- Tract "I", Blk 12, Unit 1, SH 2.0 Ac.
"GDC Owned - FPL Easement"
- Tract
"F",
Blk
14,
Unit
1,
SH
1.45
Ac. **
- Tract
"E",
Blk
17,
Unit
1,
SH
2.91
Ac. **
- Tract
"D",
Blk
21,
Unit
1,
SH
2.89
Ac. **
- Tract
"C",
Blk
41,
Unit
1,
SH
2.19
Ac. **
EXHIBIT A - 7
"Hardee Park"
- That portion of Hardee Park not yet **
dedicated to the City. 6.50 + Ac.
* GDC Offer 04/09/91
** GDC Verbal Offer 04/09/91
*** GDC Verbal Offer 03/26/91
Revised: 4-2-91
Second Revision: 04/16/91
A G R E E M E N T
THIS AGREEMENT, made and entered Into this /j
day of August, 1919, by and between GENERAL DEVELOPMENT
CORPORATION (hereinafter called "General"), a Delaware
corporation authorized to do business In the State of
Florida, and the CITY OF SEBASTIAN (hereinafter called
"City"), a municipality under the laws of the State of
Florida;
W I T N E S S E T 11:
WHEREAS. General has recorded in the Official
Records of Indian River County, plats subdividing lands
within the City; and
WHEREAS, General has posted corporate performance
bonds and/or surety bonds as security for the construction
of roads and drainage facilities as shown on sold plats; and
WHEREAS. General has completed construction of
roads and drainage facilities as shown on said plats; and
WHEREAS. General having completed construction of
all roads and drainage facilities In the recorded plats of
Sebastian highlands Units 2 through 6 and a through 15, as
recorded in the Official Records of Indian River County,
which were not previously accepted by City and having an
obligation to complete the roads and drainage facilities In
Units 16 and 11; and
WHEREAS, General's obligation Is to have completed
construction of said roads and drainage facilities In ac-
cordance with the requirements of the ordinances of the City
in effect at the date of acceptance by the City of the
Plats , which were duly recorded by General; and
WIIEREAS, the City and General desire to resolve
all disputes between the parties In regard to construction
and reponsibiIIty for road construction and maintenance In
Units 2 through 6 and 8 through 15 of the recorded plats of
Sebastian Highlands.
NOW THEREFORE, In consideration of the mutual
covenants contained herein and other good and valuable
consideration, the parties do hereby agree as follows:
I. The agreement entered Into between General
and City, dated the 9th of June, 1976, is hereby volded and
shall no longer have any force or effect. ti
2. General herewith pays to the City the sum of
two hundred thirty-three thousand dollars ($233,000.00) for
the purchase of maintenance equipment to maintain roads and
drainage facilities In the City of Sebastian, and to assist
In the reconstruction and/or repair of the Lake Ilardee dam.
3. General herewith pays to the City the sum of
one hundred twenty -flue thousand dollars ($125,000.00) to
assist the City in paying the cost of an access road to the
southern portion of the City of Sebastian from U.S. I to
Shumann Drive and to assist in paying for resurfacing major
arterial roads in the City, or for such other road and
drainage purposes as may be determined by the City Council.
4. The City by execution of this agreement,
which has been approved by a majority vote and resolution of
the City Council, City of Sebastian, does hereby accept as
completed by General In accordance with the Subdivision
Regulations of the City, all roads and drainage facilities
in Units 2 through 6 and Units 8 through 15 of Sebastian
Highlands, according to the plats thereof recorded In the
Official Records of Indian River County, except as stated In
Paragraph 15 herein, and the City henceforth shall be responsibile
fur the maintenance of said roads and drainage facilities
within said plat units.
- 2 -
•
5. General shall, upon execution of this agreement,
deed to the City for municipal purposes the twelve (12) acre
site located at the Intersection of Barber Street and,Arbor
Drive. This conveyance by General shall be conditioned upon
General receiving from the Indian River County School Board
(the School Board) a letter relinquishing all right, title,
and interest in said tract.
6. City shall, within sixty (60) days of the
date of this agreement, repeal that provision of Ordinance
No. 119, Paragraph 6.01-8, requiring construction of ten
(10) percent of homes on a platted street prior to acceptance
by the City of roads and drainage facilities constructed by
developer.
1. General shall convey to the City the tract
located at the Intersection of Barber Street and Schumann
Drive in the City, upon the payment to General of the sum of
nine thousand five hundred sixty dollars ($9,560.00). The ,
conveyance will limit the use of the parcel to school purposes
or such tract will revert back to the ownership of General
Development. General hereby acknowledges receipt from City
Of the sum of nine thousand five hundred sixty dollars
($9,560.00) In full payment of this obligation.
B. City discharges and release General, Its
officers, employees, stockholders, successors and assigns
from any and all obligations, liabilities or agreements
relating to the payment by General to the City of surety
bond premiums savings which have accrued or may In ;Ihe
future accrue to General because of corporate performance
hond.s posted with the City by General.
9. General shall obtain an easement through the
Boy Scout properly adjacent to Unit Five
(5) o/ Sebastian
Highlands and shall construct, upon receipt of all necessary
permits if any are required, and as soon as practicable, any
necessary drainageway, as determined in Its engineer's
opinion, to provide adequate drainage of the area to be
relieved by said drainageway. If permits are required
- 3 -
I
•
General shall provide the technical expertise and any necessary
engineering design or data for the City to apply for the,
necessary permits. General shall construct such drainageway
and obtain any permits entirely at Its expense and at no
cost or further obligation to the City.
10. General will Indemnify and legally defend at
no cost to the City and save the City harmless from any and
all actions or judgments, If any, by purchasers of property
from General who have any complaints or legal actions against
General in regard to the location and/or construction of
drainageways in the City.
Ii. General will complete a core boring program
and will reconstruct at General's expense City streets In
Units 2 through 15 of Sebastian highlands to provide one (1)
inch of asphalt wearing surface, as defined herein, where
deficiencies have occurred. Its an alternative to such
reconstruction, General, upon the City's request, shall
deposit with the City an amount computed at $33.00 per ton
of asphalt estimated as required to correct the deficiency,
for the City's exclusive use for road maintenance in the
City. General will be obligated under this paragraph If the
results of the core borings, taken at tine frequency of five
(5) borings per mile, Indicate less than one (1) inch of
asphalt surface within a tolerance of minus (-) one quarter
(1/4) inch. Where deficiencies occur the area of deficiency
shall be further defined by additional borings. General
shall provide to the City the results of Its core boring
tests within ninety (90) days from the date of this agreement.
Tire City within sixty (60) days of the receipt of such
report shall notlfy General of any roads for which It requires
funds to be deposited with the City, In lieu of paving work
to be dune by General. Upon receipt of such notice by
General from the City, General shall complete the paving
work rrquired within one hundred eighty (180) days or will
p-iy the funds to the Clty, at the Clty's option.
It -
• 11. City, upon execution of ti0agreement,
hereby accepts the construction of all roads and drainage
facilities and will thereafter maintain such roads and
drainage facilities In Units 2 through 6 and 8 through 15 In
Sebastian Illghlands, as recorded in the Official Records of
Indian River County, except as stated herein In Paragraph
15, and does hereby release and forever discharge General
and Its officers, employees, stockholders, successors and
assigns from any and all obligations, under corporate bonds
or surety bonds previously posted wlth the City to guarantee
construction and/or maintenance of roads and drainage facilities
In the aforesaid units. Including, but not limited to the
bonds shown on txhlblt "A" attached hereto.
13. City does hereby release and forever discharge
General and Its officers, employees, stockholders, successors
and assigns from any and all other obligations, claims,
warranties, liens. right of action or other legal remedies
Of whatever nature or kind which may have arisen or could
have arisen between the parties prior to the date of this
agreement.
1--- 14. General and City agree that when General
completes construction of the roads and drainage facilities
In Units 16 --arid 17 It shell submit them to the City for
acceptance for maintenance by the City. The City shall
within a reasonable time Inspect sold roads and drainage
facillities In Units 16 and 17 to assure completion of
construction In accordance with the Subdivision Regulations
in effect at ttre time of plat recordation. Once such deter-
mination Is made the City shall by resolution accept such
road and drainage facilities for maintenance by the City and
shall release all outstanding bonds posted for said units.
15. General shall complete the excavation and
Installation of bulkheads In accordance with Its original
- 5 -
M
•
development plans, consistent with General receiving licab e
---'gyp— —
ZS.!JmiQts, which General shall use Its good faith efforts to
obt%In for: (1) Collier Creek from Fellsmere Nighway to its
intersection with Elkcam Waterway; and (2) Elkcam Waterway
in its entirety. General shall maintain these waterways at
Its expense until the excavation work Is completed. Upon
completion of the excavation work, the City shall accept
these waterways for maintenance.
Executed on behalf Df the City of Sebastian in
accordance with a resolution passed by majority vote of the
City Council at Its meeting on the LL.�!day of
1979.
GENERAL DEVELOPMENT CORPORATION
By:
am -1 v a, res en '
Attest: 1cc�
Wayne L. Allen
Vice President
CITY OF SEBASTIAN, FLORIDA
By. �C. ayor
Attest:
ty C erk
0 •
GENERAL DEVELOPMENT CORPORATION - ASSETS
In exchange for relieving GDC of its liabilities and obligations as
outlined above, the City may wish to acquire some of the following
real properties: These properties may be further detailed on
"Exhibit C".
C - 1 One (1) Residential Lot - Barber $ 8,000
Street Sports Complex
C - 2 One (1) Residential Lot - Airport 8,000
Drive East
C - 3 A Commercial Tract at the 365,500
Intersection of Barber & Tulip
C - 4 Mosby Letter of 1/23/91 - Fleming 72,000
Street Extended to S. Easy Street
(Replat portions of Unit 16 SH -
affecting eighteen (18) residential
lots @ $4,000
C - 5 Parcels in the portion of Unit 16 SH 378,140
which is platted yet not constructed.
Total 27.01 + acres @ $14,000/acre
C - 6 Schumann Lake Island in Unit 16, SH 215,320
and related tracts. Please note that
Schumann "Lake" is a dedicated drain-
age right-of-way. Total 15.38 acres
@ $14,000
C - 7 These are parcels located in Unit 17 1,003,500
SH and designated "Commercial" or not
"designated". Total 20.07 + acres @
$50,000/acre (04/16/91 Rec. 1.07 Acres @ $14,000)
C - 8 This is a tract in Unit 13 which is 75,040
designated as "Commercial" by GDC
but zoned RS -10. Total 5.36 acres
@ $14,000
C - 9 Public Service ("PS") Tracts 1,620,500
outlined on "Exhibit C-911.
Total of 115.75 acres @
$14,000/acre
C - 10 Main Street "Entrance" Tracts 38,220
Sub - Total $ 3,784,220
Cash 675,980
GRAND TOTAL ASSETS $ 4,460,200
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
.J
Exhibit C - 1
"EXHIBIT C"
Barber Street Sports Complex: Lot 4,
Block 208, Unit 10 Lot valued @ $8,000
Exhibit C - 2
Airport Drive East, Lot 2, Block 12,
Unit 1, SH Lots valued @ $8,000
Exhibit C - 3
•
Commercial Tract - Barber Street & Tulip
All of Block 268, Unit 10, SH
Approximately 7.31 acres - zoned
Commercial Limited (CL) 7.31 Acres
@ $50,000/acre is $365,500
04/02/91 Recommendation 7.31 Acres @ 65,000 Acre
Exhibit C - 4
Fleming Street Extended
Also, see Mosby letter dated 1/23/91
marked "Exhibit C-4" 18 affected lot
@ $4,000/lot is $72,000
(See Note Below)
Exhibit C - 5
The following tracts are in a portion of Unit 16, Sebastian
Highlands, which is platted but no improvements (streets and
drainage) have been constructed.
SH -
16
Tract
"C"
- Blk
519
("Civic")
3.01
+
acres
SH -
16
Tract
"K"
- Blk
543
("Park")
3.80
+
acres
SH -
16
Tract
"L"
- Blk
549
("Church")
4.18
+
acres
SH -
16
Tract
"D"
- (No
Blk
#)
("Park")
2.38
±
acres
SH -
16
Tract
"E"
- (No
Blk
#)
("Park")
2.38
±
acres
SH -
16
Tract
"F"
- (No
Blk
#)
("Park")
2.40
±
acres
SH -
16
Tract
"G"
- (No
Blk
#)
("Park")
2.21
+
acres
SH -
16
Tract
"H"
- (No
Blk
#)
("Park")
2.19
+
acres
SH -
16
Tract
"J"
- (No
Blk
#)
("Park")
4.46
+
acres
TOTAL 27.01 ± Acres
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Note: Exhibit C-4 - GDC Agrees: Replat prior to construction of this
portion of Unit 16 or if sold to require buyer to replat prior to
construction.
"EXHIBIT C"
(Continued)
Exhibit C - 6
Schumann Lake "Island". Also included:
SH
16 -
"Island"
SH
16 -
Tract "R" - Blk 559
SH
16 -
Tract "S" - Blk 559
SH
16 -
Tract "T" - Blk 559
Note: @ $14,000/Acre TOTAL
13.36
+ acres*
.36
+ acres*
.71
+ acres*
.95
+ acres*
15.38 ± Acres
Exhibit C - 7
"Commercial" and other tracts in Unit 17, Sebastian Highlands
SH
17
- Tract
"L"
- BL
588
("Commercial") Zoned COR
2.40
+
ac.
SH
17
- Tract
"P"
- BL
602
("Commercial") Zoned CL 16.60
+
ac.
SH
17
- Tract
"T"
- BL
606
Schuman Waterway
& Empress
.18
+
ac.
SH
17
- Tract
"U"
- BL
597
Schuman Waterway
& Empress
.27
+
ac.
SH
17
- Tract
"V"
- BL
599
Schuman Waterway
& Empress
.34
+
ac.
SH
17
- Tract
"W"
- BL
595
Schuman Waterway
& Empress
.28
+
ac.
TOTAL 20.07+ Ac.
Exhibit C - 8
SH 13 - Tract "C" - Blk 326 ("Commercial") 5.36 + acres
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
EXHIBIT C - 10
"Entrance" Tracts - Main Street
SH 1 - Tract "B"
SH 1 - Tract "H"
* GDC Offer 04/07/91
*** GDC Offer 04/07/91
Note: Calculated @ $14,000/Acre
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
1.70± acres
1.03+ acres ***
2.73 Acres
"EXHIBIT C"
(Continued)
Exhibit
C - 9
Public
Service
("PS")
Tracts
SH
8 -
Tract
"C"
- Blk 223
("Park")
8.24 ±
acres
SH
8 -
- Blk 193
("Park")
1.90 +
acres
SH
9 -
Tract
"A" -
Blk 409
("Utility)
2.37 +
acres
SH
9 -
Tract
"A" -
Blk 409
("Park")
.37 +
acres
SH
10 -
Tract
"A"
- Blk 211
("Park")
2.49 +
acres
SH
10 -
Tract
"B"
- Blk 267
("Park")
2.24 +
acres
SH
10 -
Tract
"C"
- Blk 264
("Park")
1.15 +
acres
SH
10 -
- Blk 300
("Park")
2.27 ±
acres
SH
11 -
Tract
"A"
- Blk 282
("Park")
1.68 +
acres
SH
11 -
Tract
"B"
- Blk 282
.37 +
acres
SH
11 -
Tract
"C"
- Blk 372
("Park")
4.42 +
acres
SH
11 -
Tract
"D" -
(No Blk #)("Park")
3.81 +
acres
SH
11 -
Tract
"E"
- Blk 347
("Park")
2.93 +
acres
SH
13 -
Tract
"A"
(Deep Swale)
3.99 +
acres *
SH
13 -
Tract
"B"
(Swimming Hole)
10.08+
acres *
SH
13 -
Tract
"D"
(River)
14.07+
acres *
SH
14 -
Tract
"B"
- Blk 507
("Park")
5.79±
acres *
SH
15 -
Tract
"G"
- Blk 488
("Park")
4.62+
acres
SH
17 -
Tract
"A"
- (No Blk
#)("Park")
3.55+
acres
SH
17 -
Tract
"I"
- (No Blk
(wetlands)
33.73+
acres *
SH
17 -
Tract
"N"
- Blk 589
3.96+
acres
SH
17 -
Tract
"Q"
- Blk 604
("Park")
1.72+
acres
TOTAL
115.75 Acres
EXHIBIT C - 10
"Entrance" Tracts - Main Street
SH 1 - Tract "B"
SH 1 - Tract "H"
* GDC Offer 04/07/91
*** GDC Offer 04/07/91
Note: Calculated @ $14,000/Acre
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
1.70± acres
1.03+ acres ***
2.73 Acres
THOMAS C. PALMER
ATTORNEY AT LAW
P.O. BOX 145,1037 MAIN STREET, SEBASTIAN. FLORIDA 32958
305-589-7550
February 19, 1986
TO: Mayor and City Council
Re: Contractual history on Road and drainage responsibility in
the Sebastian Highlands.
The following opinion is based only on the following papers
which have been provided to me from city files:
1. City Resolution dated May 28, 1969.
2. Four (4) letters from F. Eugene Gragg, Mayor, to Mr.. R.A.
Bleum, from 1-18-74 through 11-4-74.
.-3. six (6) page agreement dated August 15, 1979, with exhibit
A and two (2) page attachment dated August 15, 1979.
4. One page letter from Elizabeth Reid, City Clerk, to Mr.
Melton E. Broom, dated April 13, 1982.
5. Two page agreement dated June 10, 1982.
6. One page General Release, dated July 30, 1.982.
7. One page letter from George R. Kulczcki to Dan Blair, dated
February 6, 1985.
Based on a careful review of these papers and limited to the
information contained therein, the following conclusions can be
drawn with reasonable certainty:
1. The City accepted all streets existing in Sebastian Highlands
Unit 7 as of May 28, 1969, along with the other streets listed
in the said Resoultion. This reference to Unit 7 is :yet out
specifically because Unit 7 is not referred to specifically
in any other documentation except in references to units 2
through 15 regarding taking certain core borings.
2. The four letters from Mayor Cragg from January 18, 1974 through
November 4, 1974, constitute approval by the City as to the
then existing "ditches" in Phases I, II, III, IV, and V of
Unit I of the Highlands. The City agreed to maintain the
then existing "ditches,"
3. By the agreement dated August 15, 1979, the City assumed
maintenance responsibilities to the roads and drainage
facilities then existing in Units 2 through 6 and 8 through
15 in excahange for $358,000.00, a 12 acre parcel of land
at Barber Street and Rose Arbor Drive, the promised repeal of
Ordinance 179, paragraph 6.07-B, and an agreement for the
City to purchase a tract of land at -Barber Street and Schumann
Drive for the price of $9,560.00. By this agreement the City
90.290
1-19=86 • •
Pa ge 2
did not assume any responsibility to Units 16 or 17. Also
the City did not assume and responsibility for Collier
Creek from Fellsmere Highway to its intersection with Klkcam
Waterway, or any part of Elkcam waterway in its entitety.
General Development agreed to complete the excavation and
installation of bulkheads in accordance with its original
development plans, and agreed to maintain these waterways
at its expense until the excavation work is completed. The
City agreed to accept said waterways for maintenance after
the excavation work is completed.
4. By letter dated April 13, 1982, the City Clerk wrote to Mr.
Melton E. Bloom and advised General DEvelopment that the City
agreed to accept $37,000.00 in settlement of certain matters
apparently discovered by core testing.
5. A two page agreement, dated June 10, 1982, the city agreed to
accept maintenance responsibility for the roads in Units
1 through 6 and 8 through 15, subject to General Development
repairing some boreing holes apparently yet unrepaired. This
agreement does not refer to Unit 7 and, in any case, is limited
to the subject of roads.
6. A one page "General Release" dated July 30, 1982 purports
to release General Development from any further matters
under the agreement of August 15, 1979. This release does
not, in my opinion, clearly express the intent of the parties.
It is clear that this release refers only to the following
items:
a. All roads in units 1 through 6 and 8 through 15.
b. All properly aligned drainage swales in the same
units.
This release does not refer to General Developments further
obligations as to units 16 and 17, or to General Development's
responsibilities related to Collier Creek and Elckam Waterway.
Thses matters are set out in paragraphs 14 and 15 of the Aug-
ust 15, 1979 agreement.
7. A one page letter from George Kulczycki to Dan:Blair, dated
February 6, 1985, evidences the fact that General Development
is not attempting to assert that the City is responsible for
maintenance of drainage swales in any units of the highlands
if the siyales are improperly aligned. George states that GD
will properly realign any misaligned swales, and after such
realignment, the City will thereafter be responsible for them.
•
2-19-86
Page 3
•
In summary: According to the papers that have been provided
to me for review, the following can be fairly summizei:
The City has acceptbd for maintenance all roads in Unit 7 as of
May 28, 1969. The City has accepted all roads and properly aligned
drainage swales that existed in Units 1 through 6 and 8 through 15
as of August 15, 1979. The city has accepted any problems that may
have existed regarding bore samples in any of the roads as of 1982.
The City has released General Development as to any such roads that
were in existence as of July of 1982. General Development has the
responsibility to complete the plans for Collier Creek and Elkcam
Waterway and to maintain same until the project is completed. The
City has agreed to assume that maintbnance responsibility upon com-
pletion of that project and acceptance of the project by the City.
1.
Thomas C. Palmer
r:
Ilk
City of Sebastian
POST OFFICE BOX 780127 ❑ SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 ❑ FAX (407) 589-5570
July 24, 1991
Mr. Ralph (Cap) Cain, III
General Development Corporation
1673 S. E. Niemeyer Circle
Port St. Lucie, F1 34952
Re: Settlement Offer
Dear Mr. Cain:
Thank you for your letter of July 10, 1991 outlining an offer to
settle the City's claim with the U.S. Bankruptcy Court and to
nullify the 1979 Agreement between the City and General
Development Corporation ("GDC").
It is mutually understood by both parties that a written
agreement will need to be finalized for approval by GDC, the
Creditor's Committee, the Bankruptcy Court, and the Sebastian
City Council.
I offer the following comments in response to your paragraphs
numbered 1 through 4 of your July 10th letter:
1. I have included revised exhibits "A","B" and "C". These
exhibits include all parcels listed in your July 10th
letter. Additionally, the following tracts are
included in my exhibits:
a) Tract "X", Unit 17, Sebastian Highlands. This is a tract
converted to drainage in Unit 17, previously approved by
you, and identified as a drainage tract in George
Kulczycki's letter and exhibits of November 28, 1990. I
presumed that this was an oversight and should be
included.
b) "Hardee Park". You had previously agreed to deed the
balance of Hardee Park to the City and I presume this,
too, was an oversight.
c) Fleming Street extended". Under this proposal, Fleming
Street would be extended from Chesser's Gap through
GDC Settlement Offer
July 24, 1991
Page 2
Unit 16 to Easy Street as outlined in a letter by Mosby
& Associates, the City's consulting engineer, dated
January 23, 1991. You had previously agreed to replat
this portion of Unit 16 prior to construction or, if
sold, to require the buyer to replat this portion of Unit
16 prior to construction, to include the realigned right-
of-way to extend Fleming Street. I presume that this was
an oversight and should be included.
d) Per my letter to George Kulczycki dated June 10, 1991,
all of Schumann Lake, including the "island" and area
covered by water and other real property situated
adjacent to the property lines of Unit 9, Unit 16, and
the "utilities site" to the North, is all owned by GDC.
Since the "lake" is an integral part of the drainage
system, it must be conveyed to the City as a drainage
structure. Therefore, my revised exhibit includes all of
Schumann Lake as well the "island".
Your July 10th letter also included Tract "S", which is
access to the Schumann Lake "island" for Kildare.
However, excluded Tract "R" and Tract "T". The City will
withdraw its request for Tract "T" in the event you
include Tract "R". Tract "R" is situated at the corner
of Schumann and Kildare and is the only available access
to the culvert sections under Schumann Drive.
(e) Tract "I" and Tract "N", in Unit 17, are included in my
exhibit but excluded from your July 10th letter. On
April 7, 1991 you agreed to include Tract "I", since it
is "wetlands". I presume this was an oversight and
should be included. We ask that Tract "N" be included as
well.
f) Main Street "entrance tracts". We had asked for Tract
"B" and Tract "H" in Unit 1. Tract "H", due to its
narrow and irregular shape, is not buildable but would
be used by the City as bike path or access to a large PUD
to the North. You had previously agreed to convey Tract
"H" on April 19, 1991. However, the City is willing to
exclude Tract "B" if GDC is willing to include Tract "H".
2. The Shiloh Youth Ranch and Boy Scouts of America easement
assignments are included in my attached exhibit.
3. The City will not pay any taxes, interest payments,
penalties, special assessments, or other costs associated
with transfer of ownership on the properties listed in the
exhibits. This shall be the responsibility of GDC which
will be required to provide good title to all properties and
free of any encumbrance whatsoever. Most of the tracts
listed are ones which were converted to drainage and which
•
GDC Settlement Offer
July 24, 1991
Page 3
you would be required to dedicate as rights-of-way under
the Land Development Code. According to the City Attorney,
a replat is required for Unit 17 since tracts and
residential building lots were converted to drainage and the
1979 agreement would not exclude a replat for drainage
easements or rights-of-way.
4. GDC's obligations under the terms of the 1979 Agreement
would cease and the 1979 Agreement would be nullified in
addition to the City either withdrawing its claim or filing
a notice of satisfaction with the U.S. Bankruptcy Court.
Under no circumstances will the City of Sebastian assume
GDC's obligations or responsibilities of the 1979 Agreement.
Further, since the 1979 Agreement, which you have breached,
is to be nullified, all future development within the City
will be strictly in accordance with the City's Land
Development Code.
This letter has been reviewed and ratified by the City Council at its
regular meeting of July 24, 1991. Please review this letter at your
earliest convenience and confirm to me, in writing, GDC's concurrence
with the provisions herein outlined.
Sincerely,
Robert S. McClary
City Manager
RSM/sg
•
EXHIBIT "All
"ESSENTIAL CONTRACT ELEMENTS"
0
EXHIBIT
A - 1
3
119 Residential Building
SH (See attached "Exhibit
Lots,
A-1
Units 11, 16 & 17 *#
Details)
- Tract
110", Unit 17, SH
8.49
Acre
*#
- Tract
"H", Unit 17, SH
3.76
Acre
*#
- Tract
"X", Unit 17, SH
.26
Acre
**
- Tract
"B", Unit 17, SH
17
SH
#
EXHIBIT A - 2
Shiloh Youth Ranch Easement .83 Acre ***#
BSA Easement .86 Acre @ $14,000/Acres ***#
EXHIBIT
A -
3
Two (2)
Residential
Building
Lots *#
Lot
- Tract
"K",
BLK
588,
Unit
17
SH
2.84
Ac.
*#
- Tract
"M",
BLK
599,
Unit
17
SH
2.16
Ac.
*#
- Tract
"R",
BLK
613,
Unit
17
SH
2.84
Ac.
*#
- Tract
"S",
BLK
616,
Unit
17
SH
1.91
Ac.
*#
EXHIBIT
A - 4
Two (2)
Residential
Building
Lots *#
Lot
19, Block 364,
Unit 11
SH
Lot
12, Block 365,
Unit 11
SH
EXHIBIT
A- 5
- Tract
"P", BLK 560,
Unit 16
SH 1.60 Ac.#
Revised: 04/02/91
Second Revision: 04/17/91
Third Revision: 05/21/91
Fourth Revision: 07/15/91
EXHIBIT A-6
"Fleming
Grant Line"
Drainage
- Tract
"Y",
Blk
121,
Unit
4,
SH
1.26
Ac.
**#
- Tract
"O",
Blk
65,
Unit
2,
SH
2.2
Ac.
**#
- Tract
"I",
Blk
12,
Unit
1,
SH
2.0
Ac.
**#
"GDC Owned
-
FPL
Easement"
- Tract
"F",
Blk
14,
Unit
1,
SH
1.45
Ac.
**#
- Tract
"E",
Blk
17,
Unit
1,
SH
2.91
Ac.
**#
- Tract
"D",
Blk
21,
Unit
1,
SH
2.89
Ac.
**#
- Tract
"C",
Blk
41,
Unit
1,
SH
2.19
Ac.
**#
EXHIBIT A - 7
"Hardee Park"
- That portion of Hardee Park not yet **
dedicated to the City. 6.50 + Ac.
* GDC Offer 03/14/91
** GDC Offer 04/09/91
*** GDC Offer 03/26/91
# GDC Offer 07/10/91
Revised: 4-2-91
Second Revision : 04/16/91
Third Revision 05/21/91
Fourth Revision: 07/15/91
"EXHIBIT A"
Exhibit A_- 1 Details
Unit
Block
Lot No.'s
11
555
10
to 15
11
587
2
to 7
16
545
12
to 17
16
612
10
& 11
17
449
1
to 11
17
451
1
to 4
17
462
11
to 12
17
570
4
to 19
578
1
to 16 &
19 and
20
17
579
12
to 14 &
19, 20
& 21
17
17
580
1
to 3 &
19 & 20
17
582
6
to 11 &
18 to
23
17
584
13
to 16
17
586
6,
7, & 8;
& 19,
20 & 21
17
589
596
4
12
& 5
to 15,
& 18 to
22
17
17
598
14
to 17
Total number of residential lots converted to drainage: 119
Also included are three (3) parcels, Tract "O", "H" (park site),
and "X", Unit 17.
Also included is Tract "B", Unit 17.
Note: All of the above properties included in GDC Offer of
07/10/91 except Tract "X".
Revised 07/15/91
•
•
EXHIBIT "B" - GDC LIABILITIES
TOTAL $ 41460,256 $ 1,OS9,531 $ 4,256,450
01/29/91
03/14/91
05/21/91
CITY
G.D.C.
CITY
CLAIM
ESTIMATE
ESTIMATE
ESTIMATE
1.
Unit 16 Street & Drainage $
220,700
$ 64,509
$ 73,700
2.
Unit 17 Street & Drainage
1,364,472
739,222
1,364,400
3.
Elkcam Waterway (Seawall &
Control Structure)
1,531,250
230,400
1,531,250
(Water
4.
Wentworth Ditch - Realignment
103,834
- 0 -
103,800
5.
Construction Contingency (10%)
322,000
- 0 -
307,000
6.
Unit 11 Stormwater Retention
Lake (Collier Waterway) Not
695,100
- 0 -
695,100
Constructed
7.
Emergency Reapirs To Date
15,400
15,400
71,200
8.
Improperly Aligned Drainage
197,500
- 0 -
100,000
Ditches (Estimate)
9.
Repair Englar Bridge Over
in Unit 16
10,000
10,000
10,000
Collier Waterway
TOTAL $ 41460,256 $ 1,OS9,531 $ 4,256,450
"EXHIBIT C"
DETAILS
Recommended
05/21/91
Exhibit C - 1
Barber Street Sports Complex: Lot 4, $ *# 8,000
Block 208, Unit 10 Lot valued @ $8,000
Exhibit C - 2
Airport Drive East, Lot 2, Block 12, *# 8,000
Unit 1, SH Lot valued @ $8,000
Exhibit C - 3
Commercial Tract - Barber Street & Tulip
All of Block 268, Unit 10, SH
Approximately 7.31 acres - zoned
Commercial Limited (CL) 7.31 Acres
05/21/91 Recommendation 7.31 Acres @ 65,000 Acre *# 475,150
Exhibit C - 4
Fleming Street Extended
Also, see Mosby letter dated 1/23/91
marked "Exhibit C-4" 18 affected lot *# 72,000
@ $4,000/10t is $72,000
is
Note: ExhibitUnit 16 or if g • soldto erequilat relor to buyer to constructionh
portion of r plat prior to
construction.
Exhibit C - 5 WITHDRAWN
This Exhibit formerly consisted of tracts in the portion of Unit 16,
Sebastian Highlands, which is platted but not constructed. The tracts
will be re-evaluated when GDC or its successor constructs this portion
of Unit 16.
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/15/91
"EXHIBIT C"
(Continued)
Exhibit C - 6
Schumann Lake "Island". Also included:
SH
16 -
"Island"
SH
16 -
Tract "R" - Blk 559
SH
16 -
Tract "S" - Blk 559
SH
16 -
Tract "T" - Blk 559
Note: @ $14,000/Acre TOTAL
Recommended
05/21/91
13.36 + acres*# $ 187,040
.36
± acres*
5,040
.71
± acres*#
9,940
.95
± acres*
13,300
Schuman
± Acres $
215,320
15.38
The real property containing Schumann Lake (the water, banks,
headwalls, etc.) must be added since it has previously been dedicated
by GDC as a drainage right-of-way or otherwise conveyed by GDC.
Exhibit C - 7
Other
Drainage
Access
tracts in Unit 17, Sebastian Highlands
+ ac.#
2,520
SH 17
- Tract
"T" - BL
606
Schuman
Waterway
& Empress
.18
+
ac.#
3,780
SH 17
- Tract
"U" - BL
597
Schuman
Waterway
& Empress
.27
+
ac.#
4,760
SH 17
- Tract
"V" - BL
599
Schuman
Waterway
& Empress
.34
+
ac.#
3,920
SH 17
- Tract
"W" - BL
595
Schuman
Waterway
& Empress
.28
TOTAL
1.07±
Ac.$14,980
Exhibit C - 8 - WITHDRAWN
This exhibit formerly consisted of
SH 13 - Tract "C" - Blk 326 ("Commercial")
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/15/91
5.36 ± acres
"EXHIBIT C"
(Continued)
Exhibit C - 9
Public Service ("PS") Tracts
SH
8 -
Tract
"C"
- Blk
223 ("Park")
Tract
SH
8 -
17 -
Tract
- Blk
193 ("Park")
17 -
SH
9 -
Tract
"A" -
Blk 409 ("Park")
5.79+
SH
10 -
Tract
"A"
- Blk
211 ("Park")
acres
SH
10 -
Tract
"B"
- Blk
267 ("Park")
#
SH
10 -
Tract
"C"
- Blk
264 ("Park")
- Blk
SH
10 -
3.96+
acres
- Blk
300 ("Park")
604
SH
11 -
Tract
"A"
- Blk
282 ("Park")
SH
11 -
Tract
"B"
- Blk
282
SH
11 -
Tract
"C"
- Blk
372 ("Park")
SH
11 -
Tract
"D"
- (No Blk #)("Park")
SH
11 -
Tract
"E"
- Blk
347 ("Park")
SH 13 - Tract "A"
SH 13 - Tract "B"
SH 13 - Tract "D"
SH 14 - Tract "B"
SH 15 - Tract "G"
SH
17 -
Tract
"A"
SH
17 -
Tract
"I"
SH
17 -
Tract
"N"
SH
17 -
Tract
"Q"
Recommended
05121/91
8.24 + acres *# $ 115,360
1.90 + acres # 26,600
.37 + acres #
2.49
+
acres #
2.24
+
acres #
1.15
+
acres #
2.27
+
acres #
1.68
+
acres #
.37
+
acres #
4.42
±
acres #
3.81
+
acres #
2.93
+
acres #
(Deep
Swale)
3.99 +
acres
*#
(Swimming
Hole)
10.08+
acres
*#
(River)
14.07±
acres
*#
- Blk
507
("Park")
5.79+
acres
*#
- Blk
488
("Park")
4.62+
acres
#
- (No
Blk
#)("Park")
3.55+
acres
#
- (No
Blk
(wetlands)
33.73+
acres
- Blk
589
3.96+
acres
- Blk
604
("Park")
1.72+
acres
#
TOTAL
EXHIBIT.0 - 10
"Entrance" Tracts - Main Street
SH 1 - Tract "B"
SH 1 - Tract "H"
* GDC Offer 02/14/91
** GDC Offer 04/09/91
*** GDC Offer 03/26/91
# GDC Offer 07/10/91
Note: Calculated @ $14,000/Acre
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/10/91
5,180
34,860
31,360
16,100
31,780
23,520
5,180
61,880
53,340
41,020
55,860
141,120
196,980
81,060
64,680
49,700
472,220
55,440
24,080
113.38 Acres $1,587,32U
1.70+ acres $ 23,800
1.03± acres ** 14,420
2.73 Acres $ 38,220
1
City of Sebastian
POST OFFICE BOX 780127 ❑ SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 ❑ FAX (407) 589-5570
SUBJECT: GDC Chapter 11
Bankruptcy
Approved For Submittal By:
City Manager
EXPENDITURE
REQUIRED:
Agenda No.
Dept. of Origin:City Manager
Date Submitted: 07/15/91
For Agenda Of: 07/24/91
Exhibits:
GDC Letter Dated 7/10/91
Draft letter Dated 7/24/91
to GDC with Attachments
AMOUNT
BUDGETED:
SUMMARY STATEMENT
APPROPRIATION
REQUIRED:
General Development Corporation ("GDC") has made a counteroffer
to the City in an attempt to settle the City's claim with the
U.S. Bankruptcy Court. The counteroffer is contained in a letter
signed by Ralph (Cap) Cain, III, Assistant Vice President for
Community Affairs with GDC. While this counteroffer is more
acceptable than previous discussions with GDC it is short of
meeting the City's expectations. In response to this
counteroffer, I have drafted a response which outlines the
provisions of GDC's counteroffer which are acceptable as well as
those that are not acceptable. Please note that this draft
letter is not signed and is subject to modification by the City
Council. However, the draft letter does reflect my
recommendations to the City Council in pursuing negotiations with
GDC.
RECOMMENDED ACTION
Review and approve draft letter to General Development
Corporation outlining a proposed settlement to the City's claim
which was filed in U.S. Bankruptcy Court.
GDC Settlement Offer
July 24, 1991
Page 2
Unit 16 to Easy Street as outlined in a letter by Mosby
& Associates, the City's consulting engineer, dated
January 23, 1991. You had previously agreed to replat
this portion of Unit 16 prior to construction or, if
sold, to require the buyer to replat this portion of Unit
16 prior to construction, to include the realigned right-
of-way to extend Fleming Street. I presume that this was
an oversight and should be included.
d) Per my letter to George Kulczycki dated June 10, 1991,
all of Schumann Lake, including the "island" and area
covered by water and other real property situated
adjacent to the property lines of Unit 9, Unit 16, and
the "utilities site" to the North, is all owned by GDC.
Since the "lake" is an integral part of the drainage
system, it must be conveyed to the City as a drainage
structure. Therefore, my revised exhibit includes all of
Schumann Lake as well the "island".
Your July loth letter also included Tract "S", which is
access to the Schumann Lake "island" for Kildare.
However, excluded Tract "R" and Tract "T". The City will
withdraw its request for Tract "T" in the event you
include Tract "R". Tract "R" is situated at the corner
of Schumann and Kildare and is the only available access
to the culvert sections under Schumann Drive.
(e) Tract "I" and Tract "N", in Unit 17, are included in my
exhibit but excluded from your July 10th letter. On
April 7, 1991 you agreed to include Tract "I", since it
is "wetlands". I presume this was an oversight and
should be included. We ask that Tract "N" be included as
well.
f) Main Street "entrance tracts". We had asked for Tract
"B" and Tract "H" in Unit 1. Tract "H", due to its
narrow and irregular shape, is not buildable but would
be used by the City as bike path or access to a large PUD
to the North. You had previously agreed to convey Tract
"H" on April 19, 1991. However, the City is willing to
exclude Tract "B" if GDC is willing to include Tract "H".
2. The Shiloh Youth Ranch and Boy Scouts of America easement
assignments are included in my attached exhibit.
3. The City will not pay any taxes, interest payments,
penalties, special assessments, or other costs associated
with transfer of ownership on the properties listed in the
exhibits. This shall be the responsibility of GDC which
will be required to provide good title to all properties and
free of any encumbrance whatsoever. Most of the tracts
listed are ones which were converted to drainage and which
GDC Settlement Offer
July 24, 1991
Page 3
you would be required to dedicate as rights-of-way under
the Land Development Code. According to the City Attorney,
a replat is required for Unit 17 since tracts and
residential building lots were converted to drainage and the
1979 agreement would not exclude a replat for drainage
easements or rights-of-way.
4. GDC's obligations under the terms of the 1979 Agreement
would cease and the 1979 Agreement would be nullified in
addition to the City either withdrawing its claim or filing
a notice of satisfaction with the U.S. Bankruptcy Court.
Under no circumstances will the City of Sebastian assume
GDC's obligations or responsibilities of the 1979 Agreement.
Further, since the 1979 Agreement, which you have breached,
is to be nullified, all future development within the City
will be strictly in accordance with the City's Land
Development Code.
This letter has been reviewed and ratified by the City Council at its
regular meeting of July 24, 1991. Please review this letter at your
earliest convenience and confirm to me, in writing, GDC's concurrence
with the provisions herein outlined.
Sincerely,
Robert S. McClary
City Manager
RSM/sg
EXHIBIT A-6
"Fleming Grant Line" Drainage
EXHIBIT "A"
"ESSENTIAL CONTRACT ELEMENTS"
EXHIBIT A - 1
119 Residential Building Lots, Units 11, 16 & 17 *#
SH (See attached "Exhibit A-1 Details)
- Tract 11011, Unit 17, SH 8.49 Acre *#
- Tract "H", Unit 17, SH 3.76 Acre *#
- Tract "X", Unit 17, SH .26 Acre **
- Tract "B", Unit 17, SH #
EXHIBIT A - 2
Shiloh Youth Ranch Easement .83 Acre ***#
BSA Easement .86 Acre @ $14,000/Acres ***#
EXHIBIT
A -
3
- Tract
"K",
BLK
588,
Unit
17
SH
2.84
Ac.
*#
- Tract
"M",
BLK
599,
Unit
17
SH
2.16
Ac.
*#
- Tract
"R",
BLK
613,
Unit
17
SH
2.84
Ac.
*#
- Tract
"S",
BLK
616,
Unit
17
SH
1.91
Ac.
*#
EXHIBIT A - 4
Two (2) Residential Building Lots *#
Lot 19, Block 364, Unit 11 SH
Lot 12, Block 365, Unit 11 SH
EXHIBIT A- 5
•
"EXHIBIT A"
Exhibit A - 1 Details
•
Unit #
Block
Lot
No.'s
11
555
10
to 15
11
587
2
to 7
16
545
12
to 17
16
612
10
& 11
17
449
1
to 11
17
451
1
to 4
17
462
11
to 12
17
570
4
to 19
17
578
1
to 16 &
19 and
20
17
579
12
to 14 &
19, 20
& 21
17
580
1
to 3 &
19 & 20
17
582
6
to 11 &
18 to
23
17
584
13
to 16
17
586
6,
7, & 8;
& 19,
20 & 21
17
589
4
& 5
17
596
12
to 15,
& 18 to
22
17
598
14
to 17
Total number of residential lots converted to drainage: 119
Also included are three (3) parcels, Tract "O", "H" (park site),
and "X", Unit 17.
Also included is Tract "B", Unit 17.
Note: All of the above properties included in GDC Offer of
07/10/91 except Tract "X".
Revised 07/15/91
CLAIM
EXHIBIT "B" - GDC LIABILITIES
01/29/91 03/14/91 05/21/91
CITY G.D.C. CITY
ESTIMATE ESTIMATE ESTIMATE
1.
Unit 16 Street & Drainage $
220,700
$ 64,509
$ 73,700
2.
Unit 17 Street & Drainage
1,364,472
739,222
1,364,400
3.
Elkcam Waterway (Seawall &
(Water Control Structure)
1,531,250
230,400
1,531,250
4.
Wentworth Ditch - Realignment
103,834
- 0 -
103,800
5.
Construction Contingency (10%)
322,000
- 0 -
307,000
6.
Unit 11 Stormwater Retention
Lake (Collier Waterway) Not
Constructed
695,100
- 0 -
695,100
7.
Emergency Reapirs To Date
15,400
15,400
71,200
8.
Improperly Aligned Drainage
Ditches (Estimate)
197,500
- 0 -
100,000
9.
Repair Englar Bridge Over
Collier Waterway in Unit 16
10,000
10,000
10,000
TOTAL $ 4,460,256 $ 1,059,531 $ 4,256,450
"EXHIBIT C"
DETAILS
Exhibit C - 1
Recommended
05/21/91
Barber Street Sports Complex: Lot 4, $ *# 8,000
Block 208, Unit 10 Lot valued @ $8,000
Exhibit C - 2
Airport Drive East, Lot 2, Block 12, *# 81000
Unit 1, SH Lot valued @ $8,000
Exhibit C - 3
Commercial Tract - Barber Street & Tulip
All of Block 268, Unit 10, SH
Approximately 7.31 acres - zoned
Commercial Limited (CL) 7.31 Acres
05/21/91 Recommendation 7.31 Acres @ 65,000 Acre *# 475,150
Exhibit C - 4
Fleming Street Extended
Also, see Mosby letter dated 1/23/91
marked "Exhibit C-4" 18 affected lot
@ $4,000/lot is $72,000 *# 72,000
Note: Exhibit C-4 - GDC Agrees: Replat prior to construction of this
portion of Unit 16 or if sold to require buyer to replat prior to
construction.
Exhibit C - 5 WITHDRAWN
This Exhibit formerly consisted of tracts in the portion of Unit 16,
Sebastian Highlands, which is platted but not constructed. The tracts
will be re-evaluated when GDC or its successor constructs this portion
of Unit 16.
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/15/91
"EXHIBIT C"
(Continued)
Exhibit C - 6
L�
Exhibit C - 7
Other Drainage Access tracts in Unit 17, Sebastian Highlands
SH
17
- Tract
"T"
Recommended
606
Schuman
Waterway
&
05/21/91
Schumann Lake "Island". Also included:
+ ac.#
SH 16 -
"Island"
17
13.36 +
acres*# $ 187,040
SH 16 -
Tract "R"
- Blk 559
.36 +
acres* 5,040
SH 16 -
Tract "S"
- Blk 559
.71 +
acres*# 9,940
SH 16 -
Tract "T"
- Blk 559
.95 +
acres* 13,300
Note: @ $14,000/Acre
Waterway
TOTAL
15.38 ±
Acres $ 215,320
The real
property
containing Schumann
Lake
(the water, banks,
headwalls,
etc.) must
be added since
it has previously been dedicated
by GDC as
a drainage
right-of-way or
otherwise conveyed by GDC.
Exhibit C - 7
Other Drainage Access tracts in Unit 17, Sebastian Highlands
SH
17
- Tract
"T"
- BL
606
Schuman
Waterway
&
Empress
.18
+ ac.#
2,520
SH
17
- Tract
"U"
- BL
597
Schuman
Waterway
&
Empress
.27
+ ac.#
3,780
SH
17
- Tract
"V"
- BL
599
Schuman
Waterway
&
Empress
.34
± ac.#
4,760
SH
17
- Tract
"W"
- BL
595
Schuman
Waterway
&
Empress
.28
+ ac.#
3,920
TOTAL 1.07± Ac.$14,980
Exhibit C - 8 - WITHDRAWN
This exhibit formerly consisted of
SH 13 - Tract "C" - Blk 326 ("Commercial") 5.36 ± acres
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/15/91
"EXHIBIT C"
(Continued)
Exhibit C - 9
Public Service ("PS") Tracts
SH
8 -
Tract
"C"
- Blk
223
("Park")
SH
8 -
+
acres #
- Blk
193
("Park")
SH
9 -
Tract
"A"
- Blk 409 ("Park")
5,180
SH
10 -
Tract
"A"
- Blk
211
("Park")
SH
10 -
Tract
"B"
- Blk
267
("Park")
SH
10 -
Tract
"C"
- Blk
264
("Park")
SH
10 -
"E"
- Blk 347 ("Park")
- Blk
300
("Park")
Recommended
05/21191
8.24 + acres *# $ 115,360
1.90 + acres # 26,600
.37 ± acres # 5,180
2.49
+
acres #
34,860
2.24
+
acres #
31,360
1.15
+
acres #
16,100
2.27
+
acres #
31,780
SH
11 -
Tract
"A"
- Blk 282 ("Park")
1.68 +
acres
#
23,520
SH
11 -
Tract
"B"
- Blk 282
.37 +
acres
#
5,180
SH
11 -
Tract
"C"
- Blk 372 ("Park")
4.42 +
acres
#
61,880
SH
11 -
Tract
"D" -
(No Blk #)("Park")
3.81 +
acres
#
53,340
SH
11 -
Tract
"E"
- Blk 347 ("Park")
2.93 +
acres
#
41,020
SH
13 -
Tract
"A"
(Deep Swale)
3.99 +
acres
*#
55,860
SH
13 -
Tract
"B"
(Swimming
Hole)
10.08+
acres
*#
141,120
SH
13 -
Tract
"D"
(River)
14.07+
acres
*#
196,980
SH
14 -
Tract
"B"
- Blk 507
("Park")
5.79+
acres
*#
81,060
SH
15 -
Tract
"G"
- Blk 488
("Park")
4.62+
acres
#
64,680
SH
17 -
Tract
"A"
- (No Blk
#)("Park")
3.55+
acres
#
49,700
SH
17 -
Tract
"I"
- (No Blk
(wetlands)
33.73+
acres
*
472,220
SH
17 -
Tract
"N"
- Blk 589
3.96+
acres
55,440
SH
17 -
Tract
"Q"
- Blk 604
("Park")
1.72+
acres
#
24,080
TOTAL
$1,587,320
113.38
Acres
EXHIBIT C - 10
"Entrance" Tracts - Main Street
SH 1 - Tract "B"
SH 1 - Tract "H"
* GDC Offer 02/14/91
** GDC Offer 04/09/91
*** GDC Offer 03/26/91
# GDC Offer 07/10/91
Note: Calculated @ $14,000/Acre
Revised: 2/14/91
Second Revision: 04/02/91
Third Revision: 04/16/91
Fourth Revision: 05/21/91
Fifth Revision: 07/10/91
1.70+ acres $ 23,800
1.03+ acres ** 14,420
2.73 Acres $ 38,220
General Developmenloporation
OPERATIONS CENTER
1673 S.E. NIEMEYER CIRCLE
PORT ST. LUCIE. FLORIDA 34952
(407)335-5640; 335-9324
FAX (407)335-5926
Robert S. McClary
Sebastian City Manager
P. 0. Box 780127
Sebastian, Florida 32978
Dear Mr. McClary:
0 SUAC
Ralph (Cap) Cain, III
ASSISTANT VICE PRESIDENT
COMMUNITY AFFAIRS
July 10, 1991
In response to your proposal to settle General Development
Corporation's obligations, GDC management presents the following
Letter of Intent for your review and formal approval by the City
Council of Sebastian.
It is mutually understood by both parties a written agreement
will need to be finalized for approval by GDC management, the
Creditor's Committee and the bankruptcy court.
The terms and conditions are as follows:
1. GDC will deed to the City of Sebastian all parcels
of land listed in Exhibit A. (Copy attached).
2. GDC will provide easements on the Shiloh Youth Ranch
Property and Boy Scouts of America property.
3. All taxes, interest payments, penalties,
special assessments, and all cost associated with
transfer of ownership on the properties listed in
Exhibit A will be the responsibility of the City of
Sebastian and must be paid before the transfer of title
can be completed.
4. It is understood by both parties all obligations
formally GDC's and listed on Exhibit B will be the
responsibility of the City of Sebastian's. A11
Performance Bonds posted with the City for the items
listed will be released upon consummation of a formal
agreement.
1$91011 ��
The City of Sebastian will either withdraw its claim or
file a notice of satisfaction with the U.S. Bankruptcy
ja Court and release General Development Corporation and
its successors from any and all obligations set forth
in the claim.
4
•
-2-
•
Upon completion of your review, please confirm to me, in writing,
the City's concurrence and proposed schedule for approval before
the City Council.
Any questions you may have, please give me a call.
Sinc e 11
Ralph Cain, III
RC,III:nkn
bcc: L. Rutherford
G. Pfersich
J. O'Neal
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;ENT- SV.,:omnuar-,ity OPerat icons -1 -91 01: 1aPh1
"EXHIBI'T A-1"
TRACTS AND LOTS CONVERTED TO DRAINAGE
DESCRIPTION Total Acreage
Tract
8,
Unit
14 (Park)
7,42
Tract
C,
Unit
8 (Park)
8.01
Tract
A,
Unit
13
3.99
Tract
8,
Unit
13
10.08
Tract
D,
Unit
13
26.81
Tract
H,
Unit
17
3.76
Tract
I,
Unit
17
33,28
Tract
K,
Unit
17
2.80
Tract
M,
Unit
17
2.10
Tract
R,
Unit
17
2.44
Tract
S,
Unit
17
1.91
Tract
0,
Unit
17
8.50
111.10
Residential Lots
Unit 11, Block 555, Tats 10 to 15
Unit 11, Block 587, Lots 2 to 7
Unit 16, Block 545, Lots 12 to 17
Unit 16, Block 612, Lots 10 and 11
Unit 17, Block 449, Lots 1 to 11
Unit 17, Block 451, Lots 1 to 4
Unit 17, Block 462, Lots 11 and 12
Unit 17, Block 570, Lots 4 to 19
Unit 17, Block 578, Lots 1 to 16; 19 and 20
Unit 17, Block 579, Lots 12 to 14 and 19, 20, and 21
Unit 17, Block 580, Lots 1 to 3; 19 and 20
Unit 17, Block 582, Lots 6 to 11 and 18 to 23
Unit 17, Block 584, Lots 13 to 16
Unit 17, Block 586, Lots 6, 7, 8 and 19, 20, 21
Unit 17, Block 589, Lots 4 and 5
Unit 17, Block 596, Lots 12 to 15 and 18 to 22
Unit 17, Block 598, Lots 14 to 17
Total of 119 residential lots converted to
drainage ..................................... 29.00
TOTAL ACREAGE 140.10
0592
Cornmur- 1 t'd OPerat ions -13-91 01 : 14Fh1 -10 26
"EXHIBIT A-2"
PUBLIC SERVICE ("PS") -TRACTS
SH
8 -
Tract
C -
Block
223
("Park")
8.241
acres
SH
8 -
-
Block
193
("Park")
1.901
acres
SH
9 -
Tract
A -
Block
409
("Park")
.37±
acres
SH
10-
Tract
A -
Block
211
("Park")
2.491
acres
SH
10-
Tract
B -
Block
267
("Park")
2.24±
acres
SH
10-
Tract
C -
Block
264
("Park")
1.15±
acres
SH
10-
-
Block
300
("Park")
2.27±
acres
SH
11-
Tract
A -
Block
282
.r
(r. Park )
1.68±
acres
SH
11-
Tract
C -
Block
372
("Park")
4.42±
acred
SH
11-
Tract
D
("Perk")
3.81±
acres
SH
11-
Tract
E
Block
347
("Park")
2.93±
acres
SH
14-
Tract
B
- Block
507
("Park")
5.79±
acres
SH
15-
Tract
G
- Block
488
("Park")
4.62±
acres
SH
17-
Tract
A
-
("Park")
3.55±
acres
SH
17-
Tract
Q
- Block
604
("Park")
1.72±
acres
TOTAL 47.18± Acres
755926 t2 r.
•
CLAIM
0
EXHIBIT "B11 - GDC LIABILITIES
01/29/91 03/14/91
CITY G.D.C.
ESTIMATE ESTIMATE
1.
Unit
16
Street &
Drainage
$ 220,700
$ 64,509
2.
Unit
17
Street &
Drainage
1,364,472
739,222
3. Elkcam Waterway (Seawall &
230,400
- 0 -
0 -
- 0 -
15,400
mom
10,000
05/21/91
CITY
ESTIMATE
$ 73,700
1,364,400
1,531,250
103,800
307,000
695,100
71,200
100,000
10,000
TOTAL $ 41460,256 $ 11059,531 $ 41256,450
(Water Control Structure)
1,531,250
4.
Wentworth Ditch - Realignment
103,834
5.
Construction Contingency (101)
322,000
6.
Unit 11 Stormwater Retention
Lake (Collier Waterway) Not
Constructed
695,100
7.
Emergency Reapirs To Date
15,400
8.
Improperly Aligned Drainage
Ditches (Estimate)
197,500
9.
Repair Englar Bridge Over
Collier Waterway in Unit 16
10,000
230,400
- 0 -
0 -
- 0 -
15,400
mom
10,000
05/21/91
CITY
ESTIMATE
$ 73,700
1,364,400
1,531,250
103,800
307,000
695,100
71,200
100,000
10,000
TOTAL $ 41460,256 $ 11059,531 $ 41256,450
04� °�
a P
�Qq 40�
OMe OP PELIG�N �`'�'
City of Sebastian
POST OFFICE BOX 780127 ❑ SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 ❑ FAX (407) 589-5570
SUBJECT: GDC Negotiaions
Approved For Submittal By:
City Manager
EXPENDITURE
REQUIRED:
Agenda No. 27
Dept. of Origin: City Manager
Date Submitted: 10/31/91
For Agenda Of: 11/06/91
Exhibits:
- McClary Letter to GDC, Dated
10/31/91 with attachments
AMOUNT
BUDGETED:
SUMMARY STATEMENT
APPROPRIATION
REQUIRED:
On October 28, 1991 Deputy City Attorney, Richard A. Torpy and I
met with GDC representatives in Port St. Lucie to review a
proposed settlement agreement which had been prepared by GDC. In
response to this negotiating session, I have sent a letter to
Ralph (Cap) Cain, which summarizes the results of that meeting.
Of course, all parties at the negotiating session were aware that
any tentative agreement would be subject to ratification by GDC
management, the creditors committee, the bankruptcy court and the
Sebastian City Council.
RECOMMENDED ACTION
Review status of GDC negotiations.
g6- 29v
•
s
-��;PELfCAK l5
City of Sebastian
POST OFFICE BOX 780127 ❑ SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 ❑ FAX (407) 589-5570
October 31, 1991
Mr. Ralph (Cap) Cain, III
General Development Corporation
1673 Southeast Niemeyer Circle
Port St. Lucie, FL 34952
Re: Settlement Offer
Dear Mr. Cain:
This letter is in response to our settlement conference on
October 28, 1991 in Port St. Lucie. Representing GDC at this
meeting were yourself, George Kulczycki, and Steven E. Goldman
Esquire. Representing the City were Richard E. Torpy Esquire and
myself. As a result of that meeting, I have made hand written
revisions to Exhibit "A", Exhibit "A - 1", and Exhibit "A - 211.
There are no revisions to be made to Exhibit "B".
Exhibit "A" is to be modified as follows:
Item 1. Add, "Unit 10"
Item 2. Add, "Unit 1"
Item 3. Add, "Unit 10"
Item 4. The description of Schumann Lake, is to include both
Tract "S", Tract "R", the area covered by water, the "Island",
and all other property up to the adjacent property lines of Unit
9, Unit 16, and the GDU "Utitilies" site to the north.
qD-206
•
Mr. Ralph (Cap) Cain, III
October 31, 1991
Page #2
5. Add, "Unit 11"
•
6. The acreage, value, etc. may change slightly as Exhibit
"A - 1" is revised.
7. Remaining "Park" land, may change as Exhibit "A - 2" is
modified.
Items 8, 9, 10, 11 and 12 are OK as is.
Item 13, Change Unit 112" to Unit 111"
Item 14, is OK as is.
Item 15, Change Block 111" to Block "12"
Item 16, 17, 18, 19, 20, 21 and 22 are OK as is.
Exhibit "A - 1" has two (2) additions: Tract "I" Unit 17 and
Tract "X", Unit 17. We recognize there may be additional
modifications for residential lots which may have remained
residential and not converted to drainage.
Exhibit "A - 2" has changed by deleting Tract "A" Block 409,
Sebastian Highlands Unit 9. This site was listed as "Park" but
was actually conveyed to GDU and GDU Facilities are in place on
this site.
Other changes discussed at our meeting included:
1. Closing costs, but no property taxes, would be split 50-
-50 between GDC and the City estimated at $8,000 ($4,000 each
party).
2. "I" is in, and "N" is out, in Sebastian Highlands,
Unit 17.
3. Tract "H" is in, but Tract "B" is out in Sebastian
Highlands, Unit 1.
4. Tract "R" is in, and Tract "T" is out and Tract "S"
stays in, in Sebastian Highlands, Unit 16.
I�
U
Mr. Ralph (Cap) Cain, III
October 31, 1991
Page #3
5. GDC will pay all taxes due on all parcels calculated
to time of closing. In exchange, GDC will be allowed to complete
road and drainage developments in Units 16 and 17 under the terms
of the 1979 agreement, which allows street and drainage
improvements to be built per the subdivision regulations at the
time of plat recordation. Additionally, should GDC replat these
portions of Unit 16 and 17, due to providing right-of-way for
Fleming Street extended or to dedicate residential lots which may
be converted to drainage tracts, GDC may develop road and
drainage improvements under standards established in the 1979
agreement.
6. "Hardee Park" will be included in the properties deeded
to the City.
7. "Fleming Street extended" - GDC agrees to replat a
portion of Unit 16 prior to construction or, if sold, to require
the buyer to replat this portion of Unit 16 prior to
construction, to include a right-of-way to extend Fleming Street
from Chesser's Gap to the east boundary of Unit 16 (Block 517) .
It is the City's intent to ultimately extend Fleming Street from
this point to U.S. #1.
I understand that Steven E. Goldman, Esq., will prepare another
draft of the settlement agreement, which will include these
changes.
Should you have questions or comments, please feel free to call
me.
RSM/ jmt
cc: Richard E. Torpy,
Steven E. Goldman,
George Kulczycki,
Sincerely,
Robert S. McClary
City Manager
Esq. (with attachments)
Esq. (with attachments)
GDC, Operations Manager
(with attachments)
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SIJO T �e.IAE JO F, 1T U1'dJJ UCID :.'.3
q�,,290
_:ENT E')'• -nimunity i'F'eration 5 -7-91 01:14FTI 4C
"EXHIBIT A-1"
TRACTS AND LOTS CONVERTED TO DRAINAGE
DESCRIPTION Total Acreage
Tract B,
Unit
14
(Park)
7.42
Tract C,
Unit
8
(Park)
8.01
Tract A,
Unit
13
3.99
Tract B,
Unit
13
10.08
Tract D,
Unit
13
26.81
Tract H,
Unit
17
3.76
Tract. I,
K,
Unit
Unit
17
(fin• 1
33.28
2.80
�T tact
_ '7r'Acf �
Tract M,
Unit
17
2.10
Tract R,
Unit
17
2.44
Tract S, Unit 17 1.91
Tract 0, Unit 17 8.50
�-►'ra c t>( 1 U -� 7 7 111.10
Residential Lots
Unit 11, Block 555, Lots 10 to 15
Unit 11, block 587, Lots 2 to 7
Unit 16, Block 545, Lots 12 to 17
Unit 16, Block 612, Loco 10 and 11
Unit 17, Block 449, Lots 1 to 11
Unit 17, Block 451, Lots 1 to 4
Unit 17, Block 462, Lots 11 and 12
Unit 17, Block 570, Loco 4 to 19
Unit 17, Block 578, Lots 1 to 16; 19 and 20
Unit 17, Block 579, Lots 12 to 14 and 19, 20, and 21
Unit 17, Block 580, Lots 1 to 3; 19 and 20
Unit 17, Block 582, Lots 6 to 11 and 18 to 23
Unit 17, Block 584, Lots 13 to 16
Unit 17, Block 586, Lots 6, 7, 8 and 19, 20, 21
Unit 17, Block 589, Lots 4 and 5
Unit 17, Block 596, Lots 12 to 15 and 18 to 22
Unit 17, Block 598, Lots 14 to 17
Total of 119 residential lots converted to
drainage ..................................... 29.00
TOTAL ACREAGE 140.10
17-3559 26
9?U
SZ -714T B`/:It OFerctIori!!• �7-91 01:14PH 407:_s �
"EXHIBIT A-2"
SH
SH
8 -
8 -
9 -
PUBLIC
Z_ZSH
Tract C -
-
Tract A -
SERVICE
Block
Block
Block
("PS")
223 ("Park")
193 ("Park")
409 ("Park")
P_ RACTS
8.24±
1.90±
.37+ -
acres
acres
acres
SH
10-
Tract
A -
Block
211 ("Park")
2.49±
2.24±
acres
acres
SH
10-
Tract
B -
Block
Block
267 ("Park")
264 ("Park")
1,15±
acres
SH
10-
Tract
C -
-
Block
300 ("Park")
2.27±
acres
SH
10-
SH
11-
Tract
A -
Block
282 ("Park")
1,68±
4.42±
acres
acted
SH
11-
Tract
C -
Block
372 ("Par)c")
('park")
3.81±
acres
SH
11-
Tract
D --
E -
Block
347 ("Park")
2.93±
acres
SH
11-
Tract
SH
14-
Tract
B -
Block
507 ("Park")
5.79±
acres
SH
15-
Tract
G
- Block
488 ("Park")
4.62±
acres
("Park")
3.55±
acres
SH
17-
Tract
A
Q
-
- Block
604 ("Park")
1,72±
acres
SH
17-
Tract
TOTAL
47.18±
Acres
t,4?J6
EXHIBIT "B" - GDC LIABILITIES
01/29/91 03/14/91 05/21/91
CITY O.D.C. CITY
CLAIM ESTIMATE ESTIMATE ESTIMATE
1.
Unit 16 Street & Drainage $
220,700
$ 64,509
$ 73,700
2.
Unit 17 Street & Drainage
1,364,472
739,222
1,364,400
3.
Elkcam Waterway (Seawall &
(Water Control Structure)
1,531,250
230,400
1,531,250
4.
Wentworth Ditch - Realignment
103,834
- 0 -
103,800
5.
Construction Contingency (10%)
322,000
- 0 -
307,000
6.
Unit 11 Stormwater Retention
Lake (Collier Waterway) Not
Constructed
695,100
- 0 -
695,100
7.
Emergency Reapirs To Date
15,400
15,400
71,200
8.
Improperly Aligned Drainage
Ditches (Estimate)
197,500
- 0 -
100,000
9.
Repair Englar Bridge Over
Collier Waterway in Unit 16
10,000
10,000
10,000
TOTAL $
41460,256
$ 1,0591531
$ 41256,450
�F aEiICAN
City of Sebastian
POST OFFICE BOX 780127 o SEBASTIAN, FLORIDA 32978
TELEPHONE (407) 589-5330 o FAX (407) 589-5570
November 13, 1991
Mr. Ralph (Cap) Cain, III
General Development Corporation
1673 S.E. Niemeyer Circle
Port St. Lucie, FL 34952
Re: Settlement Agreement
Dear Mr. Cain:
This letter supplements my letter to you dated, October 31, 1991.
In response to correspondence from George Kulczycki and field
inspections made by the City, we propose modifications to the
exhibits. These modifications are noted on the attached Exhibit
"A", Exhibit "A-1" and Exhibit "A-211. There are no changes to
Exhibit "B".
The changes to the Exhbits are as follows:
1. Item #2, on Exhibit "A" "One (1) residential lot -
Airport Drive, East should be Block 12, Lot 2, Unit 1. The
exhibit incorrectly showed Block 65.
2. Item #9, on Exhibit "A", should be Tract "C", Block 65,
Unit 2. The exhibit incorrectly showed this as Tract "O".
3. Exhibit "A-1" should have the following lot added: Lot
42, Block 417, Unit 9. This lot is situated at the intersection
of Schumann Drive and Schumann Lake and, along with Tract "R"
(which is already included) is necessary for the proper
operation, maintenance and future replacement of the water
control structure.between this lot and Tract "R".
4. I have Tract "I", Unit 17 listed twice.
5. Tract "Y", Unit 17 should be added. This Tract along
with Tract "X" is necessary for the proper maintenance,
operation, and replacement of the water control structure under
Schumann Drive.
6. Many of the residential building lots listed on
previous Exhibits include lots which were included in plans and
permitting applications to be converted to drainage tracts.
However, many of these lots are in areas not yet constructed and,
consequently, there is no reason for GDC to dedicate them to the
City at this time. Therefore, the following residential lots
wouldnot be included in those parcels conveyed from GDC to the
City: 96,2.90
•
Mr. Ralph (Cap) Cain, III
November 13, 1991
Page #2
Unit
11,
Block
555,
Lots
10 -
15
Unit
17,
Block
587,
Lots
2 -
7
Unit
16,
Block
545,
Lots
12 -
17
Unit
16,
Block
545,
Lots
10 &
11
Unit
17,
Block
580,
Lot
20
Unit
17,
Block
582,
Lots
6 -
11 and 18 - 23
Unit
17,
Block
584,
Lots
13 -
16
Unit
17,
Block
586,
Lots
6 -
8 and 19 - 21
Unit
17,
Block
596,
Lots
12 -
15 and 18 - 22
Unit
17,
Block
598,
Lots
14 -
17
7. To be added to the list is a needed drainage right-of-
way which presently houses a major drainage ditch. This is
situated on Tract "P", Block 602, Unit 17 and is along the
western property line; it is approximately 115 feet in width,
running east and west and approximately 720 feet in length,
running north and south; and adjoins Lots 1 - 9, Block 602, Unit
17.
8. Exhibit "A-2" should be modified to include Lots 12 and
13, Block 417, Unit 9. This would be an exchange for the "Park"
tract GDC had previously committed to conveying, but has recently
reneged. Tract "A" was the only park in Unit 9 and the City is
willing to accept Lots 12 and 13 in lieu thereof.
I point out that the above modifications are subject to the
approval of the Sebastian City Council. As soon as you have
prepared "Clean" copies of all of the Exhibits, I ask you to
transmit them tome at your earliest possible convenience for our
review.
Should you have questions or comments, please feel free to call
me.
;sin rely,
Robert S. McClary
City Manager
RSM/jmt
Attachments
cc: W.E. Conyers, Mayor & Sebastian City Council (with attachments)
Richard E. Torpy, Esq. (with attachments)
Steven E. Goldberg, Esq. (with attachments)
George Kulczycki, Director of Operations, GDC (with attachments)
•
FRE SE . FAEL,AC E . NAsx & T ORPY. P. A.
ATTORNEYS AT LAW
GARY B. FRESEt
.TAMES H. FALLACE
CHARLES TAN NASH*
VINCENT G. TORPY, .TR
RICHARD E. ToRPY
GRE(iORY S. HANSEN
J. PATRICK ANDERSON
LAURA L. ANDERSON
WILLIAM A GRIMM
OF COUNSEL
Robert S. McClary
City Manager
City of Sebastian
P.O. Box 780127
Sebastian, FL 32978
^� r
DEC 1991
N
Received
o City Mangers
6% Office V
December 17, 1991
Re: GDC Settlement Agreement
Our File No. 90-5496
Dear Robb:
930 S. HARBOR CITY BLVD.
SUITE 505
MELBOURNE, FLORIDA 32901
(407) 984-3300
FAX (407) 951-3741
t BOARD CERTIFIED IN
TAXATION
BOARD CERTIFIED IN
ESTATE PLANNING AND PRORATE
On Tuesday, December 17, 1991 I spoke with Steve Goldman regarding
my letter of December 12, 1991. I believe Mr. Goldman's responses
are going to be satisfactory. Enclosed is a copy of my December
12th letter so you can refer to that as I comment on Mr. Goldman's
responses.
With regard to item 1 of my letter, obviously, this will be changed
to a more appropriate date.
With regard to item 2, Mr. Goldman proposes that the language of
the agreement be amended to simply remove the "construction"
language and leave in the language with regard to maintenance
obligations.
With regard to item 3, Mr. Goldman is changing this language to
give the City ten days in which to order the title search and
twenty days in which to respond. This will provide the City a
total of thirty days in which to respond after the agreement is
signed. I believe this will be adequate time and we should accept
this structure.
With regard to item 4, Mr. Goldman is inserting the language I
requested.
With regard to item 5, Mr. Goldman agrees that our interpretation
of the agreement is accurate.
Robert S. McClary
City of Sebastian
December 17, 1991
Page -2-
With regard to item 6, Mr. Goldman advised me that this information
was forwarded to your office on December 12, 1991 by Mr. Kulczycki .
If this is not correct, please let me know as I have advised Mr.
Goldman that it is critical that we have that information. Mr.
Goldman does not want to put that language into the contract if
they have already delivered the documents to us. Therefore, please
let me know if you have received them.
With regard to item 7, Mr. Goldman has stated that our
understanding is correct, although they have requested that the
title insurance we obtained is at the minimum risk rate.
With regard to item 8, the closing will take place in Sebastian.
With regard to item 9, this date will be changed to January 30,
1992.
With regard to item 10, Mr. Goldman proposes a change in the
language we find objectionable to state that the City will require
no further dedication that are not already set forth on applicable
plats. I believe this addresses your concerns. Specifically, Mr.
Goldman states that G.D.C. will make whatever dedications are
already shown on any applicable plats, but they expect that
Sebastian will not require additional dedications that have not
already been indicated on the recorded plats. If this is
consistent with your understanding, please let me know.
Please contact me after your review of this letter so we can
discuss any changes that may be necessary.
Sincerely,
FRESE, FALLACE, NASH & TORPY, P.A.
Richard E. Torpy
RET/lbg
E
FRESE, FALI.,ACE, NASH & TORPy, P. A
ATTORNEYS AT LAW
GARY B. FREsEt
JAMES H. FALLAcE
CHARLES TAN NASH*
VINCENT G. TORPY, JR
RICHARD E. ToRPY
GREGORY S. HANSEN
J. PATRICK ANDERSON
LAURA L. ANDERSON
WILLIAM A. GRIMM
OF COUNSEL
December 12, 1991
Steven E. Goldberg, Esq.
1221 Brickell Avenue
Miami, FL 33131
Re: GDC Settlement Agreement
Dear Mr. Goldberg:
930 S. HARBOR CITY BI.vD.
SUITE 505
MELBOURNE. FLoIUDA 32901
(407) 984-3300
FAX (407) 951-3741
t BOARD CERTIFIED IN
TAXATION
BOARD CERTIFIED IN
ESTATE PLANNING AND PROBATE
Robb McClary and I have reviewed the most recent draft of the
proposed Settlement Agreement between GDC and the City of
Sebastian. The following issues need to be addressed with regard
to this agreement.
1. On page 1, a change from the November 1991 date must be
made. Obviously, this agreement cannot be signed in November 1991.
We should probably just leave the month blank. It will probably
be settled sometime in 1992.
2. With regard to item number 2 beginning of page 1, we are
concerned with the language of number (iii). Specifically, this
section requires the City of Sebastian to assume the maintenance
and construction responsibilities and obligations included within
the GDC obligations. The City of Sebastian does not agree to
assume your construction responsibilities of the 1979 agreement.
Rather, the City simply agrees to release you from your
construction responsibilities. In addition, the City agrees to
assume maintenance of any facilities which have already been put
into place by GDC. Accordingly, I propose that (iii) be changed
to read, "To release GDC from maintenance and construction
responsibilities or obligations included within the GDC
obligations." If this language is acceptable to you, please make
the appropriate revisions to the agreement.
Steven E. Goldberg, Esq.
December 12, 1991
Page -2-
3. Item number 4, contained on page 3, requires the City to
obtain a title commitment within ten days of the date the
agreement. I am concerned that the City may be unable to obtain
a commitment within ten days of the date of the agreement due to
the fact that GDC is currently in bankruptcy and title companies
may take additional time with regard to issuing a commitment.
Further, I am also concerned that there may be documents and
information required from GDC in order for the City to obtain said
commitment. Obtaining these documents may cause delays.
Therefore, I propose the following change to this language.
"Within ten (10) days from the date of this agreement, the City
shall apply for title insurance issued by a nationally recognized
company for an Owner's ALTA Form B Marketability Title Insurance
Policy for the GDC conveyance parcels." This redrafting of the
language requires the City of Sebastian to act quickly with regard
to applying for title insurance, however, it does not subject the
City to elements which are beyond its control.
4. On page 5, line 14, you use the word "developer". I
believe a parenthetical should be placed after the word
"developer", just like the one contained in number 6 on page 5
which should read as follows, "(whether GDC or a successor
thereof)." This will remove any ambiguity as to who the developer
we are talking about is.
5. On page 6, number 8, with regard to taxes, you clearly
state that GDC will be paying all outstanding taxes at the time of
closing. Just to make sure we understand each other, the City of
Sebastian interprets this provision that at date of closing, GDC
will pay outstanding taxes up until the date of closing on a
prorated basis.
6. Item 10, on page 7, with regard to the City's
investigation, makes no statement or representation that GDC will
provide to the City environmental reports which they have in their
possession. I have already addressed this to you in a prior letter
and insist that some provision be made in this agreement whereby
GDC agrees to provide to us any environmental reports they may
already have in their possession. As you will recall, during our
meeting there were statements that GDC had already had these
surveys prepared and would provide these documents to us prior to
closing.
7. Item 12, on page 8, with regard to closing costs, just
to make sure we understand each other, the City of Sebastian is
expecting that GDC will split all closing costs with regard to this
deal, as delineated in your paragraph 12.
0 0
Steven E. Goldberg, Esq.
December 12, 1991
Page -3-
8. Item 13, on page 9, requires that this closing occur in
your offices in Miami. The City of Sebastian believes it would be
in the best interest of the City to have this closing in Sebastian.
If for some reason you feel it is not practical to have this
closing in Sebastian, let us know. The land, however, is in
Sebastian and, therefore, I feel it would be an appropriate
location for the closing.
9. Item 15, on page 11, has a date of December 19, 1991.
Obviously this date will have to be changed as it does not appear
this agreement will be able to be signed, much less approved by the
Bankruptcy Court by December 19th.
10. One last item you will have to discuss with Mr. McClary
is found on page 5 in the last paragraph of item 5. Specifically,
this language states that GDC will never be required to dedicate
any other land for parks, recreational or public uses to unit 16,
unit 17 or any other plat already accepted by the City. My
discussions with Mr. McClary indicate that this is not consistent
with the agreement. Therefore, this will need to be discussed
further for the purposes of correcting the language within the
agreement.
After you have reviewed these comments and made corrections
on the agreement, please forward the agreement to Mr. McClary and
myself as soon as possible.
I appreciate your cooperation in this matter. Should you have
any questions, please contact me.
Sincerely,
FRESE, FALLACE, NASH & TORPY, P.A.
Richard E. Torpy
RET/lbg
cc: Mr. Robert S. McClary