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02-05-1990 Special Meeting MIAMI SHORES VILLAGE SPECIAL COUNCIL MEETING FEBRUARY 5, 1990 The special meeting of the Miami Shores Village Council was held on Monday, February 5, 1990, at Village Hall commencing at 7:40 pm. with the following members present : Mayor Courtney Herb Spahn Spero Canton Stephen Loffredo Marty Stofik Also present : Gail Macdonald William F. Fann ITEM *1 DISCUSSION AND POSSIBLE ACTION REGARDING AUTHORIZATION TO REQUEST THE CONSULTING FIRM OF PANNELL, KERR AND FORSTER (PKF) TO REVIEW PROPOSED COUNTRY CLUB LEASE AGREEMENT Mayor Courtney explained the request to employ PKF . He said the $2,500 would be well spent . Mayor Courtney also said that PKF would analyze the lease agreement and tell the Council If there are any pitfalls that the Council may not be aware of . Mr . Loffredo stated that the agenda Item may be out of order and the Council may want to defer the Item to see where the discussion of the lease goes at tonight 's meeting. Ms. Stofik stated that PKF would be operating in a vacuum and It will be dust one more group looking over the contract . Mr . Canton agreed with Ms. Stofik and stated that if an accounting firm were to be consulted It should be our current firm of Touche Ross. Mr . Spahn suggested holding off until after further discussion . ITEM *2 REQUEST FOR AUTHORIZATION TO APPROPRIATE FUNDS TO ADDRESS HAZARDOUS WASTE ISSUE . Ms. Macdonald explained the background. She suggested appropriating $5543 from the Country Club contingency fund to remove the underground tank at the Golf Course maintenance area. Mr . Loffredo asked If storage of gas In above ground tanks is ok . Mr . Hart replied that It would be no problem. Mr . Loffredo moved to permit the authorization and appropriate the funds. Ms. Stofik seconded the motion and the vote was unanimous in favor . ITEM #3 DISCUSSION AND POSSIBLE ACTION REGARDING COUNTRY CLUB COMPREHENSIVE PLAN. Ms. Macdonald explained the Item. Mayor Courtney commended everyone who worked on the plan . Ms. Stofik explained the background of the Comprehensive Pian . She said that the biggest problem with turnover of the managers Is the lack of continuity. Ms. Stofik spoke about non-resident social members having access to golf or tennis facilities. Mr . Hart stated that he views the new policy as an economic advantage. Ms. Stofik stated that the Council needs a Comprehensive Pian whether the Club Is leased or not . She also said that she would like the Plan to reflect the membership policy as It has been in the past . Mr . Canton suggested not being specific about the number of tennis courts in the Plan. Mr . Canton asked for a consensus to list a minimum of 6 clay and 3 hard courts. Mr . Loffredo suggested leaving it the way it is. Ms. Stofik, Mr . Canton, Mayor Courtney and Mr . Spahn were in favor . Mr . Loffredo was opposed . Ms. Stofik asked about night golf . Mr . Hart explained what night golf is. Mayor Courtney asked why menus were Included in the Plan . Ms. Stoflk replied that guaranteed priced menus are Important in order to Insure that all groups get the same price for catering. Mayor Courtney stated that the Comprehensive Plan will be Incorporated Into the Country Club lease. Mr . Spahn moved for adoption . Mr . Canton seconded the motion. Ms. Stofik stated that there should be an attachment about the capital Improvement plan. Mr . Loffredo stated that capital Improvement plans should not be In a comprehensive plan . He also stated that If the Council adopts this Comp. Plan that the Council shall stay with it through the length of the lease unless an emergency occurs. The vote was unanimous In favor . ITEM *4 DISCUSSION AND POSSIBLE ACTION REGARDING COUNTRY CLUB LEASE . Ms. Macdonald asked that 2 Issues be discussed first : The letter of credit and the term of the lease. Mr . Spahn reviewed the current language about the letter of credit in the draft lease agreement . Mayor Courtney stated that he is In favor of the lease if Professional Course Management (PCM) Is willing to put up a $500,000 letter of credit, period. He said that for the protection of the Village a $500,000 letter of credit is very Important . Mr . Spahn suggested that PCM be required to escrow annual membership dues collected in advance by PCM. Mr . Tom Ireland spoke about the Investment that his group is making in the agreement . He also stated that it may take up to 7 years to realize a profit for their time and Investment and that is why he Is not willing to put up a $500,000 letter of credit . Mr . Ireland spoke about putting $300,000 In capital Improvements Into the Club. Mayor Courtney called for a recess at 8:55 pm. The meeting was reconvened at 9:08 pm. Ms. Stofik stated that she likes the Idea of escrow of the dues. Mr . Loffredo stated that the property is worth at least 10 million dollars. He said that Mr . Tallent stated that a letter of credit was essential and he agrees with the Mayor that a letter of credit is necessary. Mr . Loffredo stated that It was not responsible if the Council does not get a letter of credit . He stated that If the Council has to make changes In other areas to get the letter of credit that It would be fine with him. Mr . Canton stated that the contract is a series of compromises and the Council should look at the subject of the letter of credit In the same way. Ms. Stofik stated that the Idea of the letter of credit is to protect the Village If something goes wrong . She agrees with Mr . Spahn that escrow of the dues would accomplish that protection . Mr . Loffredo stated that it was his Impression that the lease is not assignable. Ms. Macdonald stated that the lease will not be assignable without the Village Council 's consent . Mr . Johnnie LaPonzina stated that the Intent of PCM is to operate the facility. He said that capital Improvements are very Important In order to attract quality people and Improve the business. Mayor Courtney reviewed how the Council felt about a letter of credit : Mayor Courtney and Mr . Loffredo in favor of a $500,000 letter of credit, Mr . Spahn, Mr . Canton and Ms. Stofik In favor of escrow of dues with current language referring to a $450,000 letter of credit . TERM OF THE LEASE Mayor Courtney stated that the lease currently is 10 years with three 5 year options. He said he was in favor of a 10 year lease with a 5 year option If Jointly agreed upon by PCM and the Council . Mr . Canton stated that he understands from a business point of view why PCM Is looking for longer lease. He said it should be spelled out in the lease why the Village would pull out of the lease. He said he can agree with three 5 year options. Mr . Fann stated that if PCM does not perform then they don 't have an option. Mr . Spahn stated that If PCM does a reasonably good Job no future Council would want to change the situation. He said it should remain 10 years with three 5 year options. Mr . Loffredo stated that the Club is the most valuable asset in the Village and to tie It up for 25 years is wrong. He suggested a shorter term with less obligation on either side. Mr . Ireland stated that the Country Club of Miami Is leased for 40 years. He said that originally PCM wanted a 40 year lease and negotiated down to 25 years. He said that it was not fair If down the road a new Council takes the facility away if PCM Is making money. Ms. Stofik stated that a 10 year lease with three 5 year options is ok with her . She said that she Is looking for someone with a long term commitment . Mr . Rice stated that the Council Is losing the ability to control a facility that attracts new residents. He suggested that options should not be at the same terms as the base contract . Mayor Courtney agreed with Mr . Rice that options should be done with renegotiation of the lease. Mr . Ireland stated that with the percentage rent, the rent will go up as the business gets more profitable later . Mr . Spahn stated that with the current lease agreement the Village has a chance of a positive cash flow Instead of a current cash out flow. Mr . Al Quinton suggested that the PKF study discussed in Item *1 be Implemented. Mr . LaPonzina stated that It would not be fair because PKF was not part of the negotiating process. ITEM *5 ADJOURNMENT The meeting was adjourned at 10:25 pm. Hen T. Cou ney Ma or Attest : Gail Macdonald Village Clerk B y. Scott W. Davis Deputy Village Clerk