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HomeMy WebLinkAboutGeneral Development CorpSETTLEMENT AGREEMENT THIS AGREEMENT is made and entered into this 16th day of January , ].992, by and between THE CITY OF SEBASTIAN (the "City") and GENERAL DEVELOPMENT CORPORATION, a Delaware corporation, as Debtor-in-Possession ("~DC") under U.S. Bankruptcy Court (the "Court") Case No. 90-12231-BKC-AJC (the "Bankruptcy Case"). WI TNE S SETH: WHEREAS, GDC is the owner of certain property described in Exhibit "A" attached hereto (the "GDC Conveyance Parcels"); WHEREAS, GDC may have certain obligations to the city more particularly described in Exhibit "B" attached hereto (the "GDC Obligations" ); WHEREAS, GDC and the city have agreed to the conveyance of the GDC Conveyance Parcels to the city and to other items as set forth below all in resolution of certain matters between themselves, as herein provided, and desire to confirm certain other agreements and understandings between themselves. NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Recitals. The above recitals are true and correct and are hereby incorporated by reference as if fully set forth herein. 2. Conveyance. GDC hereby agrees to convey the GDC Conveyance Parcels 'to the City, which the City agrees to accept as its treatment under the plan of reorganization of GDC (the "Plan") , in full and complete satisfaction of the proof of claim filed by ~he city in the Bankruptcy Case (the "Proof of Claim") (the City hereby waiving and releasing any right the city may have to receive any other or additional distribution under the Plan), and, additionally, in consideration for which the city agrees: (i) to irrevocably and unconditionally release GDC and its successors from any and all of the GDC Obligations, including, but not limited to, any obligations associated with, connected to or arising from the Proof of Claim (which shall include as applicable, the release by the city of the bonds posted by GDC with the city in connection with the GDC Obligations (the ,.Bon4s")); and (ii) to assume the maintenance and operational responsibilities and obligations included within the GDC Obligations. 3. Title. At the closing under this Agreement, the City shall take title to the GDC Conveyance Parcels subject to the following (the "Permitted Exoeptions"): (a) ad valorem subsequent years; (b) all laws, real estate taxes for 1992 and ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use and environmental ordinances and regulations; (c) restrictions, reservations, easements, covenants, agreements, limitations and other matters appearing of record; and (d) matters which would be disclosed by an accurate survey of the GDC Conveyance Parcels. 2 4. Title Examination of GDC Conveyance Parcels. Within twenty (20) days from the date of this Agreement, the city shall procure, at its sole cost and expense, a commitment (the "Commitment") for title insurance issued by a nationally recognized title company for an owner's ALTA Form B Marketability title insurance policy for the GDC Conveyance Parcels. The City will have ten (10) business days following receipt of the Commitment within which to examine same~ If, upon the examination of the Commitment, the city finds title to be defective (i.e. matters which render title unmarketable in accordance with the standards of the Florida Bar and are not Permitted Exceptions), the City shall, by no later than the expiration of such ten (10) day examination period, notify GDC, in writing, specifying the defect(s); provided that if the city fails to give GDC written notice of defect(s) before the expiration of said ten (10) day period, the defects shown in the Commitment shall, anything in this Agreement notwithstanding, be deemed to be waived as title objections to closing this transaction and GDC shall be under no obligation whatsoever to take any corrective action with respect to same nor to warrant title to same in its special warranty deed of conveyance. If the City has given GDC timely written notice of defect(s) and the defect(s) render the title other than as required by this Agreement, GDC shall use its reasonable efforts to cause such defects to be cured by the date of closing. In no event shall GDC be obligated to bring suit or to expend any sums of money to buy-out or settle any such lien, or 3 any other encumbrance or claim against the GDC Conveyance Parcels or to cure any other title defect. At GDC's option, the date of closing may be extended for a period not to exceed thirty (30) days for purposes of eliminating any title defects. In the event that GDC does not eliminate all timely raised title defects as of the date specified in this Agreement for closing, as the same may be extended under the preceding sentence, the city shall have the option of either: (i) closing and accepting the title "as is", without offset or deduction in consideration given to the city, or (ii) cancelling this Agreement, whereupon both parties shall be released from all further obligations under this Agreement. Notwithstanding the foregoing, in the event a title defect or objection affects only a portion of the GDC Conveyance Parcels (the "Title Defeot Parcel"), and the value of the Title Defect Parcel is mutually agreed by the parties to be ten percent (10%) or less of the overall value of the Conveyance Parcels, then, unless GDC elects and is unable to cure such title defect, and subject to the city's reasonable approval, GDC may select and substitute a different parcel of land owned by GDC in the city of Sebastian of reasonably equivalent value for the Title Defect Parcel, which shall become part of the Conveyance Parcels. 5. Construction of Uncompleted Portions of Units 16 and 17. The city hereby agrees that GDC and its successors and/or assigns, at any time whatsoever in the future, shall have the absolute right to develop the remaining unconstructed portion of the Plats of Unit 16 and unit 17 in accordance with the subdivision standards in 4 e'~fec~ at the time that Unit 16 and Unit 17, as applicable, were platted, and the requirements of that certain Agreement dated as of August 15, 1979, between the city and GDC (the "79 Agreement"), and in no event shall any higher or different standards or requirements ever be imposed by the City in connection with, or as a condition to, the development of said Unit 16 or Unit 17 (even if said Unit 16 or Unit 17, or any portion(s) thereof, are replatted, no higher or different standards or requirements shall be imposed. Notwithstanding anything to the contrary contained in the foregoing, if any portion of Units 16 or 17 are replatted, and the purpose of replatting is other than to relocate or widen roads, or to locate or relocate stormwater drainage, the right of way and road and drainage requirements and standards in effect at the time that Unit 16 and Unit 17, as applicable, were platted, and the requirements of the 79 Agreement, as aforedescribed, shall be applicable, but the developer of said property (whether GDC or a successor thereof) shall otherwise be obligated to conform to all other applicable current standards or requirements). Without limiting the foregoing, the city acknowledges and agrees that the City shall never require any further dedication, conveyance or designation of land for parks, recreational or other public use to Unit 16, Unit 17, or any other plat already accepted by the City (a "Prior Plat") which is not already set forth in the applicable plat; provided, any Prior Plat, any parcel of however, if in connection with the development of the appropriate governmental agency requires that land within the Prior Plat be used for drainage 5 purposes and such parcel has not already been designated for such purpose, GDC will convey such parcel to the City upon the condition that the City will assume maintenance and operation with respect to such Parcel upon such conveyance. 6. Fleminq street Extension. GDC agrees that, prior to developing the applicable portion of Unit 16, the developer of said property (whether GDO or a successor thereof) shall be obligated to replat said portion to create 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 intention to ultimately extend Fleming Street from said point to U.S. #1. 7. Quit-claim Assiqnment of Easements on shiloh Ranch Property and the Boy Scouts of America ProDertv. At closing, GDC shall assign to the City by a quit-claim assignment, and on a non- recourse and non-exclusive basis, its rights under the grant of Easement between Shiloh Youth Ranch, Inc. and GDC recorded in official Records Book 654, Page 1228, and Gulf Stream Council, Inc., Boy Scouts of America and GDC, recorded in Official Records Book 574, Page 2698. 8. Taxes. All outstanding ad valorem real property taxes, interest payments, and penalties with respect to the GDC Conveyance Parcels shall be paid by GDC prior to closing. 9. GDC's Representations. GDC represents to the City as follows: organized, (a) Authority of GDC. validly existing GDC is a corporation duly and in good standing under 6 10. follows: the laws of the State of Delaware, and is duly authorized to transact business in the State of Florida. This Agreement is binding on GDC and enforceable against GDC in accordance with its terms subject to the provisions of paragraph 14 below. (b) FIRPTA. GDC is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in .Internal Revenue Code Section 1445(b) (2). At closing, GDC shall deliver to the city a certificate to such effect. City's Representations. The city represents to GDC as (a) Investiaation. The city is a knowledgeable and sophisticated owner of real estate properties. The City has previously reviewed and considered the nature of this transaction and investigated the GDC Conveyance Parcels and all aspects of the transaction. The city has determined that the GDC Conveyance Parcels are satisfactory to the city in all respects and the City is acquiring the GDC Conveyance Parcels in "as is" condition. The city has and will rely solely on the city's own independent investigations and inspections, and the city has not relied and will not rely on any representation of GDC other than as expressly set forth in this Agreement (and provided that the City understands and agrees that none of the representations of GDC shall 7 sur%ive the closing nor are intended to be relied upon by the City after closing). The City further acknowledges and agrees that, except for the specific representations made by GDC in this Agreement, GDC has made no representations, is not ~illing to make any representations, nor held out any inducements to the City other than those (if any) exclusively set forth in this Agreement; and GDC is not and shall not be liable or bound in any manner by any express or implied warranties, guaranties, statements, representations or information pertaining to the GDC Conveyance Parcels, except as may be specifically set forth in this Agreement. (b) city's Authority. The execution, delivery and performance of this Agreement by the City have been duly authorized, and this Agreement is binding on the City and enforceable against the City in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 11. Default. In the event of a default by either party under' this Agreement, the non-defaulting party shall be entitled to all rights and remedies available at law or in equity. 12. Closinq Costs. (a) The City and GDC shall each be responsible for one-half of the following costs: (i) the cost associated with issuance of the Commitment, the cost of obtaining any title insurance policy updates or reports on the GDC Conveyance Parcels (all of which shall be calculated at minimum risk rate), and the premiums and any other related fees and costs for any owner's title insurance policy and/or report, (ii) conveyance and clerk's recordation fees for recording any deeds, easements and any and all other documents incident to consummation of the transaction contemplated hereby, (iii) the state documentary stamps and surtax due, if any, on the special warranty deed and easements to be delivered pursuant to this Agreement; and (iv) the recording costs of documents necessary to clear title at closing. The settlement contemplated by this Agreement and the conveyance of the GDC Conveyance Parcels to the City is a transfer pursuant to a plan of reorganization and therefore no documentary stamp taxes (or surtax) is payable on the deed of conveyance pursuant to 11 U.S.C. §1146. 13. Closing. Subject to other provisions of this Agreement for extension, the closing shall be held on or before February 28, 1992, at the offices of the attorneys for the City, Frese, Fallace, Nash & Torpy, P.A., at 930 S. Harbor city Blvd., Melbourne, Florida 32901. At closing, to the City the GDC shall execute and/or deliver (as applicable) following closing documents: (a) a special warranty deed conveying the GDC Conveyance Parcels subject to the Permitted Exceptions (and any other matters either consented to or not timely objected to by the City after the City's review of title pursuant to paragraph 4 above); (b) an affidavit of exclusive possession with respect to the GDC Conveyance Parcels; (¢) a "non-foreign" affidavit or certificate pursuant to Internal Revenue Code Section 1445; (d) a mechanic's lien affidavit with respect to the GDC Conveyance Parcels; ~and (e) a corporate resolution and/or such other evidence of authority and good standing with respect to GDC as may be reasonably required by the title insurance company issuing title to the City; At closing, the city shall execute and/or deliver applicable) to GDC: (a) a release in favor of GDC with respect to all GDC Obligations, including, but not limited to, the release of the Bonds, in form and content acceptable to GDC; (b) written acknowledgment of the city's assumption of obligations as described in paragraph 2 above, in form and content acceptable to GDC; (c) such documents as requested by GDC to withdraw or satisfy the City's Proof of Claim in the Bankruptcy Case with prejudice to any refiling or assertion of such claim in the Bankruptcy Case; (as 10 (d) a document, in recordable form, setting forth the rights granted to GDC in paragraph 5 above, in form and content acceptable to GDC; and (e) an appropriate resolution satisfactory to GDC confirming proper authorization for the city's execution of this Agreement and consummation of the transactions contemplated hereby (including, without limitation, the city's assumption of the GDC Obligations, as herein provided). At closing, the parties shall each execute such other documents as are reasonable necessary or appropriate to consummate the transactions contemplated by this Agreement. 14. Assi~nabilit¥. None of the parties to this Agreement shall be entitled to assign their rights hereunder. 15. ~mDreval. The parties acknowledge and agree that this Agreement is subject to the approval of GDC management and GDC obtaining approval from GDC's Unsecured Creditors Committee (the "Committee") and the Court of this Agreement and the transactions contemplated hereby, including the conveyance to the city of the GDC Conveyance Parcels free and clear of all liens and encumbrances (other than the Permitted Exceptions). If for any reason the Court has not approved this Agreement by January 31, 1992, this Agreement shall be terminated, and both parties released from all further obligations under this Agreement, unless further extended by mutual written agreement of the parties. 11 ~6. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery, if delivered by hand, sent by recognized overnight courier (such as Federal Express), or sent by written telecommunication (such as a telecopy of fax) or 3 days after mailing, if mailed by certified or registered mail, return · receipt requested, in a postage prepaid envelope, and addressed as follows: If to the city at: with a copy to: If to GDC at: with a copy to: copies of all notices shall be given to: City of Sebastian P. O. Box 780127 Sebastian, Florida 32978 Attn: Mr. Robert S. McClary, City Manager TelecopyNo. (407) 589-5570 Richard E. Torpy Frese, Fallace, Nash & Torpy, 930 S. Harbor City Blvd. Melbourne, Florida 32901 Telecopy No. (407) 951-3741 Poal General Development Corporation 2601 South Bayshore Drive Miami, Florida 33133 Attn: Saul Sack, Esquire Telecopy No.: (305) 859-4360 General Development Corporation 9801 South Federal Highway Port St. Lucie, Florida 34952 Attn: Ralph (Cap) Cain, III Assistant Vice President Community Affairs Telecopy No.: (407) 335-5926 Maguire, Voorhis & Wells, P.A. 2 South Orange Avenue Orlando, Florida 32801 Attn: Dwight D. Saathoff, Esq. Telecopy No.: (407) 423-8796 12 iT. Radon Gas. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, HAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADONANDRADON TESTING HAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. [NOTEs THIS PARAGRAPH IS PROVIDED FOR INFORMATIONAL PURPOSES PURSUANT TO SECTION 404.056(8), FLORIDA STATUTES, (1988).] 18. Miscellaneous. (a) The City acknowledges that GDO shall endeavor to consult with the Committee appointed in the jointly administered Chapter 11 case of GDC, and such Committee's counsel, with respect (but not limited) to the Release. (b) Nothing contained in this Agreement shall be construed as an acknowledgment or agreement from GDC or the City as to the actual amount owing by GDO to the City under the GDC Obligations. The parties agree that if the closing does not occur for any reason, neither party shall have the right to admit this Agreement, or any oral or written statements made in connection with the negotiation, drafting or execution of the Settlement Agreement, into any proceeding (judicial, administrative or otherwise) arising in connection with or in any way related to the GDO Obligations. 13 (c) Pursuant to Paragraph 2, the City, as of closing, assumes the maintenance responsibility obligations included with the GDC Obligations. (d) This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. (e) In the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted es such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. (f) In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. (g) In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and paragraph headings shall be disregarded. 14 (h) Ail of the Exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. (i) Unless expressly set forth herein, the terms and provisions of this Agreement shall not survive the closing and such terms and provisions shall be deemed merged into the special warranty deed and extinguished at closing. (j) Time shall be of the essence for each and every provision of this Agreement. (k) Neither this Agreement nor any notice or memorandum of this Agreement shall be recorded in any public records. 19. ~ntire A~reament. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, repre- sentations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought and unless approved by the Court. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 15 EXECUTED as of the date first above written in several coun- terparts, each of which shall constituting only one agreement. Signed in the presence of: be deemed an original, but all GENERAL DEVELOPMENT CORPORATION, a Delaware corporation, as Debtor in Possession under U.S. Bankruptcy Court Case By:~ Name/' · (As GDC) (Corporate Seal) THE CITY OF SEBASTIAN Name~ W.E. Con.rs ~-~"' Title. Mayor . / ATTEST: Kathry~/M. O' Halloran CMC/AA~, City Clerk Approved as to/~orm and legal su~e~ Charles/!an Nash City At~torney 16 EXHIBIT ~ SEB~STI~a. N H~HLP~DS Miscellaneous Lots and Tracts Tracts 1. Unit 1 Block 12 Lot 2 2. Unit 1 Block 12 Tract H 3. Unit 1 Block 12 Tract I 4. Unit 1 Block 14 Tract F 5. Unit 1 Block 17 Tract E 6. Unit 1 Block 21 Tract D 7. Unit 1 Block 41 Tract C 8. Unit 2 Block 65 Tract C 9. Unit 4 Block 121 Tract Y 10. Unit 10 Block 208 Lot 4 11. Unit 10 Block 268 12. Unit 11 Block 282 Tract B 13. Unit 11 Block 364 Lot 19 14. Unit 11 Block 365 Lot 12 15. Unit 16 Block 559 Tract R 16. Unit 16 Block 559 Tract S 17. Unit 16 Block 559 ~Tract T 18. Unit 16 Block 560 Tract P 19. Unit 17 Block 445 Tract B 20. Unit 17 Block 595 Tract W 21. Unit 17 Block 598 Tract U 22. Unit 17 Block 599 Tract V 23. Unit 17 Block 606 Tract T 24. Schumann Lake and Island Public Service Tracts (P.S.) 25. Unit 4 Block 26. Unit 8 Block 193 27. Unit 8 Block 223 Tract C 28. Unit 10 Block 211 Tract A 29. Unit 10 Block 264 Tract C 30. Unit 10 Block 267 Tract B 31. Unit 10 Block 300 32. Unit 11 Block 282 Tract A 33. Unit 11 Block 347 Tract E 34. Unit 11 Block 372 Tract C 35. Unit 11 Tract D 36. Unit 14 Block 507 Tract B 37. Unit 15 Block 488 Tract G 38. Unit 17 Block 604 Tract Q 39. Unit 17 Tract A 73 Remaining portion of Hardee Park (Adjacent to Block 399) (Adjacent to Block 441) Tracts Tracts and Lots Converted tO Drainage 40. Unit 13 Tract A 41. Unit 13 Tract B 42. Unit 13 Tract D 43. Unit 17 Block 462 Tract X 44. Unit 17 Block 574 Tract H 45. Unit 17 Block 574 Tract I 46. Unit 17 Block 580 Tract Y 47. Unit 17 Block 588 Tract K 48. Unit 17 Block 593 Tract 0 49. Unit 17 Block 599 Tract M 50. Unit 17 Block 602 Tract P 51. Unit 17 Block 613 Tract R 52. Unit 17 Block 616 Tract S Lots Unit 17 Unit 17 Unit 17 Unit 17 Unit 17 Unit 17 Unit 17 Unit 17 53. 54. 55. 56. 57. 58. 59. 60. (Adjacent to Block 320) (Adjacent to Block 330) (Adjacent to Block 333) (Western 115 'Drainage r-o-w) Block 449 Block 451 Block 462 Block 570 Block 578 Block 579 Block 580 Block 589 Lots 1 to 11 Lots 1 to 4 Lots 11 and 12 Lots 4 to 19 Lots 1 to 16, 19 and 20 Lots 12 to 14, 19 to 21 Lots 1 to 3 and 19 Lots 4 and 5 EXHIBIT (]-) (2) All obligations of GDC to construct, maintain and operate all streets and drainage facilities located in the City of Sebastian, including, without limitation, all obligations of GDC under that certain Agreement dated August 15, 1979 between GDC and the City, except that the foregoing shall not include GDC's obligations with respect to Plat Units 16 and 17, which are postponed pursuant to paragraph 5 of the Settlement Agreement to which this Exhibit "B" is attached hereto. Any liability or obliga'tion (i) related in any manner to the matters set forth in item (1) above and/or (ii) set forth in the Proof of Claim filed by the city or related to the matters described therein. City of Sebastian POST OFFICE BOX 780127 D SEBASTIAN, FLORIDA 32978 TELEPHONE (407) 589-5330 o FAX (407) 589-5570 January 28, 1992 Via Federal Express Steven E. Goldman Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. 1221 Brickell Avenue Miami, FL 33131 Re: Settlement Agreement between GDC & city of Sebastian Dear Mr. Goldman: Enclosed is one (1) original of the settlement agreement between the city of Sebastian and General Development Corporation, dated January 16, 1992. Per instructions from Richard E. Torpy, Deputy City Attorney, I have made the following hand written modifications: Paragraph 15 "approval" bankruptcy, court would than January 31, 1992. In paragraph 13 "closing" the closing shall be held on or before March 15, 1992 rather than February ~8, 1992. the sentence regarding approval of the be changed to February 28, 1992 rather be Attorney Torpy advises me that these modifications need not approved by the City Council since they are not substantive. Thank you for your continued cooperation in this matter. Sincerely, Robert S. McC ary / city Manager ~ RSM/jmt cc: W. E. Conyers, Mayor & Sebastian city Council Richard E. Torpy, Deputy city Attorney settlement have been filed, that approval of the Settlement Agreement is in the best interests of GDC, its estate and its creditors, and that good cause appears therefor. Accordingly, it is entirety, 6RDERED AND ADJUDGED as follows: 1. Tha~ the Motion be and hereby is GRANTED in its and the Settlement Agreement be and hereby is APPROVED ~in all respects; 2. That GDC be and hereby is authorized to undertake and perform all acts reasonably necessary to comply with the terms of the Settlement Agreement, including but not limited to the execution, delivery, receipt and exchange of documents, and GDC and the city are directed so to comply; 3. That GDC be and hereby is directed to convey the GDC Conveyance Parcels (as defined in the Settlement Agreement) pursuant to Section 5.8(b) of the Plan and i1 U.S.C. § 1146(c); 4. That in accordance with Section 5.8(b) of the Plan, the conveyance of the GDC Conveyance Parcels shall constitute an "alternative distribution" in respect of the city's Claims, and the city shall accept delivery of the GDC Conveyance Parcels and the other consideration furnished by GDC pursuant to the Settlement Agreement in full and complete satisfaction of the Claims and in lieu of any other dividend, distribution or other treatment under the Plan; 5. That in accordance with paragraph 8 of the Settlement Agreement all outstanding ad valorem real property 2 taxes, interest payments, and penalties with respect to the GDC Conveyance Parcels shall be paid by GDC prior to closing; 6. That in accordance with paragraph 12 of the Settlement Agreement the city and GDC shall each be responsible for one-half of the cost of the commitment for title insurance with respect to the GDC Conveyance Parcels; and 7. That the Court hereby retains exclusive jurisdic- tion to the full extent provided in the Plan, as amended from time to time, for the purposes of construing, interpreting and enforcing the terms of the Settlement Agreement. DONE AND ORDERED at Chambers in Miami, Southern District of Florida, this ~ day of February 1992. A, JAY UNITED STATES BANKRUPTCY JUDGE Copies furnished to: Mark D. Bloom, Esq. Robert S. M¢Clary City Manager Richard E. Torpy, Esq. (Attorney Bloom is directed to serve conformed copies of this Order upon all parties identified on the attached Service List, imme- diately upon receipt thereof.) RESOLUTION NO. R-91-48 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK TO SIGN, ON BEHALF OF THE CITY, A SETTLEMENT AGREEMENT WITH GENERAL DEVELOPMENT CORPORATION, ("GDC") CONVEYING CERTAIN ASSETS FROM GDC TO THE CITY OF SEBASTIAN AS DESCRIBED IN EXHIBIT "A"; RELEASING GDC FROM CERTAIN OBLIGATIONS TO THE CITY OF SEBASTIAN AS DESCRIBED IN EXHIBIT "B"; PROVIDING FOR REPEAL OF RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, General Development Corporation, ("GDC"); a Delaware Corporation, may have certain obligations to the City of Sebastian under the terms of the August 15, 1979 agreement between the City of Sebastian and GDC; and WHEREAS, GDC, on April 6, 1990, filed for protection under Chapter 11 of the Federal Bankruptcy Laws; and WHEREAS, since filing for bankruptcy protection, GDC has not met certain of its obligations and responsibilities to the City under the terms of the 1979 agreement; and WHEREAS, the City end the GDC entered into negotiations to relieve GDC of its obligations in return for certain GDC assets and have reached a mutual agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, that: Section 1. AGREEMENT. The Mayor and the City Clerk of the City of Sebastian, Indian River County, Florida, are hereby authorized to sign, on behalf of the City, the Settlement Agreement betweeen GDC and the City of Sebastian, a copy of which is attached hereto. Section 2. CONFLICT. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section 3. SEVERABILITY. In the event a court of competent jurisdiction shall hold or determine that any part of this Resolution is invalid or unconstitutional, the remainder of the Resolution shall not be affected and it shall be presumed that the City Council of the City of Sebastian did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the City Council would have enacted the remainder of this Resolution without such invalid and unconstitutional provision, thereby causing said remainder to remain in full force and effect. Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. The foregoing Resolution Councilman ,~/_~j.~ Councilman vote, the vote was as follows: was moved for adoption by The motion was seconded by and, upon being put into a Mayor W.E. Conyers Vice-Mayor Frank Oberbeck Councilman Peter R. Holyk Councilman Lonnie R. Powell Councilman George G. Reid 2 The Mayor thereupon declared~is Resolution duly passed and adopted this ~ day of ~ , 1991. ATTEST: Kathry~ M. O"Hallora~, CMC/AAE, City Clerk ( SEAL ) CITY OF SEBASTIAN, FLORIDA W.E.~ ~L~)nyer~/, Mayor ~~"~ ,-~/'~Appr°ved as to Fo:m~: City Attorney 3