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02-20-1990 Regular Meeting MIAMI SHORES VILLAGE REGULAR COUNCIL MEETING FEBRUARY 20, 1990 The regular meeting of the Miami Shores Village Council was held on Tuesday, February 20, 1990, at Village Hall commencing at 7:33 with the following members present : Herb Spahn Spero Canton Stephen Loffredo Marty Stofik Also present : Gail Macdonald William F. Fann Absent : Mayor Courtney The invocation was delivered by Pastor Don Fiauchmeler from the Advent Lutheran Church followed by the Pledge of Allegiance. ITEM *1 MINUTES Ms. Stofik moved approval of the minutes from the Special Council Meeting of 2/5/90 and the Regular Council Meeting of 2/6/90. Mr . Canton seconded the motion and the vote was unanimous In favor . Mr . Spahn acknowledged receipt of the minutes from the following meetings: Country Club Advisory Board 1 /31 /90 Historic Preservation Board 1 /15/90 & 2/12/90 Fine Arts Commission 2/5/90 Planning and Zoning Board 1 /25/90 ITEM *2 PLANNING AND ZONING a . Request for approval of existing sign. Mr . LuBlen explained the situation with the sign. Mr . Canton stated that he would like to see a uniform sign ordinance. Mr . Loffredo stated that If the Village had an ordinance the sign In question would be a model sign . Mr . Loffredo moved to approve the request . Ms. Stofik seconded the motion . Mr . Fann stated that the Council should see the sign first before they approve the request . He said the Council should not set precedent . The vote was as follows: Loffredo, Spahn And Stofik - Yes, Canton - No. Mr . Loffredo stated that he has seen the sign hundreds of times but In the future a picture wouldn ' t hurt . b. Request for approval of plans for dugouts. Mr . LuBlen explained the background behind the request . He stated that an aluminum roof is non conforming with the code. Ms . Stofik asked If the dugouts will be very hot with an aluminum roof . Mr . Varney replied that the dugout will get ventilation through the sides. Mr . Loffredo asked if kids could get on the roof . Mr . Varney stated that the staff will supervise as much as possible to prevent that from happening. Mr . Canton stated that the Council will leave the decision up to Mr . Varney as to aluminum vs. fiberglass roof . Ms. Stofik moved to uphold the decision of the P&Z Board . Mr . Canton seconded the motion . Mr . Loffredo stated that the Council has extended the approval for fiberglass material . The vote was unanimous in favor . C. Request for approval of division of land without plat . Mr . LuBlen explained the background . Ms. Stofik so moved . Mr . Canton seconded the motion and the vote was unanimous in favor . ITEM *3 APPOINTMENT TO THE DOWNTOWN REVITALIZATION BOARD. Ms. Macdonald explained that there was one vacancy and one applicant, Mr . R. Pierce Kelly. Ms. Stofik moved to appoint Mr . Kelly. Mr . Canton seconded the motion and the vote was unanimous in favor . ITEM *4 A RESOLUTION OF MIAMI SHORES VILLAGE COUNCIL AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN AGREEMENT FOR OPERATION OF MIAMI SHORES COUNTRY CLUB, DATED AS OF MARCH 1 , 1990, BETWEEN PROFESSIONAL COURSE MANAGEMENT II LTD. , A FLORIDA LIMITED PARTNERSHIP AND MIAMI SHORES VILLAGE, FLORIDA FOR MANAGEMENT OF THE MIAMI SHORES VILLAGE COUNTRY CLUB. Mr . Spahn read the caption of the resolution . Ms. Macdonald stated that she had distributed the proposed final draft of the lease agreement . She said that it has been reviewed by staff and outside attorneys and that the agreement that was reached represents fair business terms for both parties. Ms. Macdonald recommended that the Council authorize the Village Manager to execute the lease document and the operation agreement . She stated that she was In contact with Mayor Courtney and that he had two messages for the Village Council . First, there Is no letter of credit after the third year offered In the final lease document and there should be a letter of credit for the term of the lease. Mayor Courtney also disagreed with having three 5 year options all in the same terms. He favors a ten year lease with no options and If the Council chooses to have options the terms should be renegotiated at the option time. Ms. Macdonald reviewed the changes reflected in the proposed final draft . She asked that the Council pass the resolution based upon any required fine tuning of the contract . Mr . Spahn spoke about possible future ad valorem taxes that may have to be paid for the Country Club. Mr . Fann stated that the Village will not pay any taxes. Mr . Mark Stone, attorney representing PCM, stated that the lease reflects that currently the Club is not taxed by the County. He explained renegotiation events that may occur . In Section 161 Mr . Loffredo stated that with a long term lease the Council doesn ' t know what will happen and the Council should have some provision in the agreement dealing with taxes In the future. Mr . Canton stated that In no way should the Village pay if the County Imposes taxes. He suggested that after 10 years the Village can renegotiate the tax Issue. It was the consensus of the Council that the Village will indemnify PCM on the Village charging them tax and that would be the limit on how far the Village would go. County, State or any other tax that may develop has to be handled like any other additional cost by any other business. Mr . Loffredo stated that the agreement is not clear as to the tax matter . At Section 511A Mr . Loffredo stated this Section is not an escrow agreement . He said It is a time to release schedule. Mr . Spahn stated that money could be attached by creditors or used as collateral . Mr . Fann stated that it should be that funds shall belong to the Village and payable to PCM If they comply with the lease agreement . Mr . Stone suggested a third party escrow account . Mr . Loffredo suggested that the Village become a secured creditor under the bankruptcy code. With reference to page 7d Mr . Loffredo spoke about the Club employees and workers compensation claim exposure. Ms. Macdonald stated that PCM will lease the employees and reimburse the Village for all costs relating to employees but not workers comp. claims. Mr . Spahn stated that negotiating with the union requires handling the employees in this way. Mr . Loffredo asked for a written opinion from Jim Linn clarifying reasons to lease employees. Mr . Spahn stated that the Council should wait for an opinion from the labor lawyer and go with what Jim Linn says to do. On page 6c Mr . Loffredo stated that exhibit 6 should have figures before a vote Is taken. Mr . Dick Thornton spoke about Improvements to the Club. Mr . Stone stated that $300,000 Is the minimum and maximum PCM will spend on Improvements. Mr . Edward Swan spoke about fairness of lack of notice for residents to come to Village Hall to review the draft lease agreement . Mr . Fann stated that the Village Manager is seeking adoption of a resolution authorizing her to sign documents with minor revisions. He said that If there Is a significant departure from the draft document he will advise the Village Manager not to sign it and to resubmit it to the Council at a Special Council Meeting. LEASE On P3(201 ) Ms. Stofik asked that November be replaced with October . Mr . Canton spoke about renegotiation of the lease with reference to property being taxed by Dade County, (P5a) . Mr . Fann advised that the renegotiation language should be deleted. Mr . Charles Leeds spoke about taxes being passed on to the consumer . Ms. Stofik stated that if the Village was charged taxes it would be passed on to the members. Mr . Fann stated that negotiations were made with the Idea that there would be no taxes. Mr . Ron Von Wedel spoke about renegotiations due to hardships and he said taxes may be construed as a hardship In the future. At Section 5.01 Mr . Spahn stated that there Is no cap on deductible for Insurance and he suggested $10,000. At Section 7.01 Ms. Stofik stated that there is no reference to demolition of facilities. Mr . Stone stated PCM would agree to seek approval if they want to demolish any buildings. At page 22 Article 21 Mr . Spahn objected to PCM's right to first refusal . Mr . Fann stated that Article 21 should be deleted . On page 13 Section 8.01 Mr . Loffredo asked about parking for the pool . Mr . Fann stated parking should be around the pool area. Mr . Loffredo asked If Village special events will still occur at the Club. Mr . Fann replied that the lease can' t get too specific. He said that the Village has assurances from PCM that they will still be held at the Club. Mr . Loffredo asked about subletting of the Club. Mr . Fann stated that the basic qualifications are listed in the lease. Mr . Joe Davis spoke about subletting. He suggested striking everything in Article 10 after the first sentence. Mr . Fann stated that he has no problem with the way it is. On page 20 Mr . Loffredo spoke about about waiver of claim to personal property. Mr . Fann stated that he will not agree to waive the village's right to distrain . He said the lease must be changed . Mr . Spahn called for a recess at 9:27 pm. The meeting was reconvened at 9:43 pm. Ms. Macdonald explained the sample closing proration sheet which was an example of what Exhibit VI will look like In the lease. Mr . Loffredo asked about $70,000 payout to the employees. Ms. Macdonald explained that the $70,000 will be a rent credit . Mr . Loffredo stated that the Village is giving PCM 6 months of free rent . Ms. Macdonald replied yes in exchange for imdemnification from PCM for the anticipated current year loss. Mr . Spahn stated that the lease Is a fair deal . Mr . Charlie Leeds asked about the payout to PCM. Mr . Ed Swan spoke about the status of PCM II as a corporation . He also spoke about the percentage rent and that there is no cap on dues in the lease. Mr . Spahn reread the caption of the resolution . He suggested that It should be written in the resolution that approval is contingent on the negotiating team coming to terms with all of the Items that were discussed at tonights meeting and recorded by the Deputy Clerk . Mr . Canton moved to approve. Ms. Stofik seconded the motion and stated that the action is not taken lightly. She complimented Mr . Fann on the Job he has done on the lease. Mr . Loffredo stated that this is a bad deal for the citizens of Miami Shores. The Vote was as follows: Canton,Spahn,Stofik - Yes, Loffredo - No. ITEM *5 DISCUSSION AND POSSIBLE ACTION REGARDING ANNEXATION STUDY. Mr . Steve Pitkin, from Robert K. Swarthout Incorporated, reviewed the annexation study. Mr . Spahn asked about code enforcement for newly annexed areas. Mr . Fann stated that our code would be applicable to new areas. Mr . Loffredo spoke about sub-standard conditions In the West area. Mr . Harrigan spoke about public utility franchise taxes. Mr . Canton asked when staff would respond on the study. Ms. Macdonald stated It would be a minimum of 60 days. ITEM *6 AUTHORIZATION TO SET DATE FOR PUBLIC HEARING ON LAND DEVELOPMENT AND ZONING CODE CHANGES. Ms. Macdonald reviewed the background and recommended incorporating in the Regular Council Meeting, public hearings on the land development and zoning changes. Mr . Canton so moved . The motion was seconded by Ms. Stofik and the vote was unanimous in favor . Mr . Pitkin spoke about what 's Involved in the zoning changes. He said that the changes were not extensive. ITEM * 7 DISCUSSION AND POSSIBLE ACTION REGARDING A TURN SIGNAL AT 96TH AND BISCAYNE BOULEVARD. Mr . Canton reviewed the Item. He spoke about traffic on Biscayne Boulevard. Mr . Canton moved that the Village Manager ask the County to put up a turn signal at 96 and Biscayne Boulevard for Northbound for a west turn. Ms. Stofik seconded the motion . Mr . Condit suggested monitoring the area before making changes. Mr . Loffredo suggested that the Council request from the County but also ask for their professional advice on the situation. The vote was unanimous In favor . ITEM *8 DISCUSSION AND POSSIBLE ACTION REGARDING VILLAGE MANAGER'S REQUEST TO TERMINATE COUNTRY CLUB INTEREST PAYMENTS ON INTERFUND LOAN. Ms. Macdonald reviewed the request . Mr . Loffredo moved to approve the request . Mr . Canton seconded the motion . Mr . Loffredo stated that the Village should not charge Interest on Its own department . He said the Country Club Is an enterprise fund . The vote was unanimous in favor . ITEM *9 VILLAGE MANAGER'S REPORT. Ms. Macdonald reviewed the report and stated that revenue is up 5% over last year . She said that there is a $28,000 YTD toss compared to $70,000 last year . ITEM *10 ANNOUNCEMENTS Mr . Spahn read the announcements. ITEM *11 COUNCIL COMMENTS Ms. Stofik spoke about the entrance sign to EI Portal . Mr . Canton spoke about the annexation study. ITEM *12 PUBLIC COMMENTS There were no public comments. ITEM *13 ADJOURNMENT The meeting was adjourned at 10:48 pm. enryCourtney Mayor /. Attest : Gall Macdonald Village Clerk 1 By: Scott W. Davis Deputy Village Clerk