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10-31-1939 Special Meeting 1 MINUTES OF THE MEETING OF MIAMI SHORES VILLAGE COUNCIL October 31, 1939 A Special Meeting of the Miami Shores Village Council was held in the 1 Village Office on October 31, 19392 at 7:30 P. M. Present were Mayor Kitson, Councilmen Frank 0. Pruitt, John J. Lindsey, Stanley Milledge, W. Meade Stockdeil, The Village Attorney and the Village Clerk. Minutes of the meetings of October 24th and 26th were read and approved. This meeting was called by Mr. Lindsey and Mr. Milledge for the purpose of considering and taking action on proposals for the obtaining of needed financing on the municipal golf course. A letter dat'lsed October 31, 1939, from Mr. Oscar E. Dooly, Jr. , member of the Golf Course Committee appointed under Ordinande No. 89, was read to the Council, wherein Mr. Dooly reviewed his findings in a discussion with Mr. Scott, Bessemer' s Attorney, along with the other members of the Golf Course Committee, and Mr. Dooly, in view of the results of this discussion, believed there was no real purpose for him to continue as a member of this committee. A copy of his letter is attached to and made a part of these minutes. A letter dated October 30, 1939, from Mr. James A. Dixon, member of the Golf Course Committee appointed by Ordinance No. 89, was read to the Council wherein Mr. Dixon regretted that he was unable to accept this appointment. A copy of his letter is attached to and made a part of these minutes. A notice from Bessemer Properties, Inc. to Miami Shores Village, dated October 31, 1939, was presented to the Council, in which the the Village was advised that the mortgage on the Golf Course was in default. -A copy of this notice being attached to an*ade a part of these minutes. Mr. Pruitt said the way he understood this notice was that the Council should decide whether they were going to acquiesce or contest the declarat- M 2 of default. Mr. Milledge said if Bessemer Properties would loan the $50,000.00 that i he was in favor of letting the default committee move in. Mr. Stockdell said he was perfectly willing if Bessemer would put up the money. Mr. Pruitt called the Council' s attention to the fact that bills Incurred by the Golf Course were charged against the Village and that the Village' s credit was being impaired and it was time something should be done. Mr. Pruitt thought it would be a good idea to invite the default committee in to advise the Council what could be done. Mr. Lindsey asked why it wouldn't be a good idea to invite the default committee in and sit down across the table from them and talk the whole thing over. Mr. Pruitt said that a delay of a week or ten days would impair the Golf Course' s attractiveness for play. He brought out, however, that the most important thing right now is to pay off the debts. Mr. Kitson said that up to this point he had yet failed to find in the Bessemer people a reason to feel they would not go ahead in this matter like they have in the past, as they have always done as they agreed, and he believed by the Council' s acceptance of the fact that the default committee is now in charge, that there would not be any delay in securing funds to pay the bills and the money would be forthcoming as it always has been in the past. Mr. Kitson said that this was his view of th�atter as a member of the Council and as a Citizen of Miami Shores Village. Mr. Milledge said if Bessemer Properties would lend the money he would acquiesce but if not he would fight. Mr. Kitson said that a default committee is a selected committee that is workable and why would Bessemer Properties not offer the money with which to make this committee workable. He thought the Village Attorney 3. should be instructed to get together with Bessemer' s Attorney and draw a mortgage for an amount not to exceed a cdrtain amount and after that is done he thought everything would be alright. Mr. Lindsey said he would like to see the default committee take it over but he didn' t see why they couldn't get together and let them make a statement as to what they are going to do. Mr. Pruitt moved that the Mayor communicate with the three members of the default committee and invite them to meet jointly with the Council as soon as possible to discuss this matter. The motion was seconded by Mr. Lindsey. Mr. Milledge asked why a mortgage couldn' t be prepared for this proposed meeting and executed and arrangements made for paying bills and the Council agree to the default committee all at one time. Mayor Kitson said he had no objection to the Village Attorney drawning an Ordinance to cover the second mortgage. Upon putting Mr. Pruitt's motion to a vote, the results were Mr. Stockdell yes Mr. Milledge yes Mr. Lindsey yes Mr. Pruitt yes Mr. Kitson yes motion unanimously carried. It was agreeable with the Council to have this point meeting on Thursday evening, Nov. 2nd, after which the meeting was adjourned. AW-Will anag r and C l e APPROVED BY THE COUNCIL: ;� Mayor LAWOFFICES MCKAY, DIXON & DEJARNETTE JOHN G.M.- JAMES A.DIXON HREID DeJARN ETTE NINTH FLOOR,FIRST NATIONAL BUILDING . A.LEE BRADFORD MIAMI, FLORIDA JAMES A.REECE CABLE ADDRESS:MYAMMA OCTOBER 30, 1939. i Mr. C. Lawton McCall, Village Manager, Miami Shores Village, ' P. 0. Box 1057 Little River Station Miami, Florida. Dear Mr. McCall: I have your letter of October 28th enclosing copy of Miami Shores Village Ordinance No. 89, showing the appointment of myself, Oscar Dooley, Jr. and Stanley Milledge, as members of the Golf Course Committee under Ordinance No. 64. I regret that I find myself unable to accept this appointment although you may assure the Council that I feel highly flattered at this indication of their confidence in me. Very truly yours, JAD:ATvT 1 MUNICIPAL BO'NbS REAL ESTATE INVESTMENT SECURITIES OSCAR E. DOOLY, JR. DEALER AND BROKER SUITE 616 INGRAHAM BUILDING MIAMI, FLORIDA October 31, 1939 Mr. C. Lawton 11cCall Village Llanager LIiami Shore Village 9533 N. E. 2nd Ave. I.Si.ami Shores, Fla. Dear Mr. McCall: Thank you very much for your letter of October 28th enclosing copy of the Ordinance �89 which appointed me as a member of the Iaani Shores Golf Course Committee. Shortly after action was taken on this Ordinance, 111r. Dixon, 11r. I:1illedge and myself had a conference and after going over the situa- tion thoroughly, we came to the following conclusions: 1. That it would be absolutely impossible to obtain a loan of suffi- cient size to pay off the Bessemer Properties mortgage and provide sufficient funds to open and operate the Golf Course without putting a bond issue on the Course, which would also involve the general pledge of all properties subject to village taxes and in our opinion, it would be impossible to get a favorable majority vote. 2. It is our understanding that the Bessemer Corp. mortgage carries a clause which allows them to put their selected Golf Committee in charge whenever the mortgage is in default. Since the mortgage has been in default from October lst, we recognize their ability to take over at any time they see fiti 3. In view of the above, Mr. Dixon, Mr. Milledge and myself decided that it would be in order for us to discuss the situation with re- presentatives of the Bessemer Properties and with that in view, I had a talk with Paul Scott and got him to get a commitment from Bessemer Properties to put up the necessary money to pay all out- standing bills which have been incurred in connection with the Golf Course together with sufficient sums to complete the Course and put it in proper operation. Mr. Scott advised me that his clients were willing to provide this additional money and assume full responsibility for the operation of the Course provided the Village Council would not object to a declaration of default in the mortgage• This information was conveyed to the other members of the Golf Co=it- tee and 1.,Ir. 1illedge advised me that a meeting would be called and t Mr. C. Lawton McCall - Page Two 10/31/39 these recommendations submitted. Therefore, in view of the above, I do not believe that any real pur- pose can be served by my continuing as a member of the Golf Commit- tee. Yours very truly, OED:PG OSCAR E.COOLY, JR. Miami, Florida. October 31, 1939. Miami Shores Village 9533 N. E. 2nd Avenue Miami, Florida Gentlemen:- This will acknowledge receipt of your communication of October 27th, addressed to us, reading as follows: "This is to notify you, as mortgagee of the Miami Shores Golf Course, that the Village is with- out appropriated Golf Course Funds to meet the maintenance payroll of the Golf Course or to purchase materials to complete the Club House, and- that I am without authority to further obligate the Village in this matter, consequently we are -only f maintaining day and night watchman services for the protection of the property. Yours very truly, C. Lawton McCall, Village Manager." The mortgage and agreement, dated December 1st, 1937, by and between Miami Shores Village, Mortgagor, and Bessemer Properties Incorporated, Mortgagee, which instrument was recorded among the �ublic Records of Dade County, Florida,. January 3rd, 1938, in Mortgage Book 1092, at Page 48, as modified and amended by instruments dated March 25th, 1939, and April 26th, 19393, respectively, which amendments were recorded among the Public Records of Dade County, Florida, March 28t1*4 1939, in Mortgage Book 1170 , at Page 17 , and April 28th, 1939, in Mortgage Book 1176, at Page 518, respectively, provides that the said Mortgagor shall pay to the said Mortgagee the sum of One Hundred Thirty four Thousand, Five Hundred Eighteen ($134,518.00) Dollars, "in installments of not less than Two Thousand Five Hundred ($2,500.00) Dollars, (including Five Hundred ($500.00) Dollars principal on the certificates of indebtedness herein mentioned) semi-annually in each and every year, commencing one year after the completion of a golf course upon said lands or a part thereof, as hereinafter more fully agreed, but in any event commenc- ing not later than twenty two (22) months from the date of this instrument, together with interest at the rate of five (5%) per cent. per annum upon the balance of said debt from time to time remaining unpaid.9 The period of twenty-two months from the date of said mortgage and agreement expired October 1st, 1959, and only the sum of One Miami Shores Village . Thousand ($1,000.00) Dollars has been paid upon the indebtedness evidenced and secured by said mortgage, said payment in the sum of One Thousand ($10000.00) Dollars- having been made on April 14th, 1959. The said mortgage and agreement further provides: "That if any sum of money payable under the terms of this instrument (or said certificates of indebtedness) be not promptly and fully paid within thirty (30) days next after the same shall become due and payable, or if each and every or any of the stipulations, agree- ments, covenants and conditions of this instrument and of said certificates be not promptly, fully and forth- with performed, complied with and abided by, thereupon forthwith or thereafter at the option of the mortgagee, the said One Hundred Thirty four Thousand, Five Hundred Eighteen ($1340518.00) Dollars, to-wit: the balance remaining unpaid, together with the interest, and in- terest on unpaid installments of interest at the rate of 6% per annum, and all additions to said debt and all costs and expenses of collection of said debt to-wit: the balance thereof, remaining unpaid, shall become due and payable as fully and completely as if the mortgagor covenanted, (as it does covenant in such event) to pay all of the same on such day of exercise of the said option to accelerate the said indebtedness as it then may be." This is to notify you that Bessemer Properties, Incorporated, hereby declares that the entire principal sum, together with interest from the date of said instrument, less any payment heretofore made, evidenced and secured by said mortgage and agreement, is now due and payable, and that said mortgage is in default. Yours very truly, BESSEMER PROPERTIES, INCORPORATED, BY R H. Hawkins