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AN ATLANTIC GULF COMMUNITY CORPORATION SUBSIDIARY
2601 SOUTH BAYSHORE DRIVE
MIAMI. FL 33133-5461
(305)859-4331
Mr. Bruce L. Beal
Senior Counsel
Engineering -Science, Inc.
100 West Walnut Street
Pasadena, California 91124
Re: Consent to Potential Conflict of Interest
Dear Mr. Beal:
Charles E. Fancher, Jr.
PRESIDENT
November 23, 1993
Attached is the original letter (dated Nov. 1, 1993) on the above subject executed by both
the City of Sebastian and General Development Utilities.
Very truly
Charles E. Fancher, Jr.
CEF:gi
Attachment
cc: M. Langley, Esq. (w/attach.)
T. Jones
C. Nash, Esq.
K. O'Halloran-'
R. Votapka (w/attach.)
,.1
ENGINEERING -SCIENCE, INC.
100 West Walnut Street • Pasadena. California 91124 • (818) 440.6000 • Fax: (818) 440-6195
November 1, 1993
Mr. Charles Fancher Mr. Richard Votapka
2601 S. Bayshore Drive Utilities Director
Miami, FL 33133 1225 Main Street
General Development Utilities Sebastian, FL 32958
City of Sebastian
Subject: Consent to Potential Conflict of Interest
Dear Messrs. Fancher and Votapka:
Engineering -Science, Inc. ("ES") has performed pursuant to an agreement with
General Development Utilities ("GDU") an environmental assessment relating to
certain assets ("Assets") which may be the subject inter alia of a pending transaction
between GDU and City of Sebastian ("Sebastian").
Sebastian has requested that ES perform environmental services which also relate to
the Assets. Prior to performing such services ES will need (1) to advise GDU and
Sebastian that there is a potential conflict of interest arising from the fact that the
Assets are the subject of a pending transaction between GDU and Sebastian. As the
interests of GDU and Sebastian differ in this transaction, ES will, by performing
services regarding the Assets for both GDU and Sebastian, be placed in a potential
conflict of interest, and depending upon how GDU and Sebastian pursue their
respective interests, could place ES into an actual conflict of interest, and (2) to obtain
the informed consent of GDU and Sebastian to ES' provision of services to both GDU
and Sebastian pertaining to the Assets.
GDU and Sebastian by their authorized signatures hereof hereby acknowledge that
(1) they are sufficiently advised of the potential conflict of interest to the extent of
seeking their respective legal counsel's advice, if deemed necessary, (2) they both fully
consent to FS' performance of services to Sebastian pertaining to the Assets, (3) ES
may freely utilize any and all information it has gained pertaining to the Assets without
regard to whether it was gained while performing services to GDU or Sebastian in
performing its services to GDU or Sebastian pertaining to the Assets. ES shall not be
in violation of any confidentiality or other provision of either its agreements
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PARSONS
r.
November 1, 1993
Page 2
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with GDU or Sebastian or otherwise, because of its use of information pertaining to the
Assets, so long as ES does not further publish such information beyond GDU and/or
Sebastian in violation of any such confidentiality provision.
ACKNOWLEDGED AND AGREED:
ACKNOWLEDGED AND AGREED:
CITY OF SEBASTIAN
INTERIM CITY MANAGER
/$incerely,
Bruce L. Beal
Senior Counsel
BLB:mrw
CBe M
cc: E.A. Bernstein
J. Butner