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2001-11-15 . . . CITY OF ENCINITAS ENCINITAS RANCH GOLF AUTHORITY MINUTES of SPECIAL MEETING Lilac Room, Civic Center 505 South Vulcan Avenue THURSDAY, NOVEMBER 15, 2001 at 3:00 P.M. CALL TO ORDER/ROLL CALL Chairman Kaiser called the meeting to order at 3:10p.m. Directors Present: Directors Absent: Also Present: Edward Kaiser, Susan Lamson, David Wigginton. Director Miller joined the meeting at 3:30 p.m. Alan Archibald. John White, Carltas Co.; John McNair, Rod Linville and Mark Warren of JC Resorts; Staff Members Leslie Suelter, Nancy Sullivan and Board Secretary Pat Drew. ORAL COMMUNICATION [3 minutes for each speaker. Maximum 15 minutes for oral communication.] None. AGENDIZED BUSINESS ITEMS 1. Approve Minutes of Special Meetings of August 30, 2001 and October 11, 2001. Director Lamson pointed out that in Item 5 of the October 11 minutes there was duplicate language. The Secretary agreed to remove the duplication. Chairman Kaiser moved approval of the two sets of minutes, seconded by Director Wigginton. Approved 3-0-2 (Miller, Archibald) 2. Approve Revisions to Management Agreement. (Leslie Suelter/John McNair) 1 . . . Ms. Suelter reviewed the changes and language of the proposed revised Management Agreement including the tax resolution, which had been written by Bond Counsel Bill Madison, and reviewed and approved by JC Resorts' Attorney. This item will also approve the Board's desire to increase the Capital Reserve amount that is set aside each month. i) Resolution No. 02-02 Approving: 1) an Amendment to the Definition of "Operation and Maintenance Costs" in the Indenture of Trust Agreement with U.S. Bank Trust; and 2) an Amendment to the Golf Course Consulting and Management Agreement with JC Resorts Increasing the amount of the Capital Reserve and Clarifying the Calculations and Release of the Annual Percentage Fee. Chairman Kaiser moved that the Board approve resolution No. 02-02 and that a (:opy of the correspondence from the legal counsel be attached to the minutes, seconded by Director Lamson. Approved 3-2 (Archibald and Miller absent) 3) i) Authorization to Fund the Construction of a Golf Cart Bridge and Other Related Improvements using $240,000 of the" Reserve for Operating Expenses;" and ii) Approval of a Plan to Restore the Reserve for Operating Expenses Over Time. (Leslie Suelter/John McNair) Chairman Kaiser distributed a copy of an e-mail report from John Nabors on the status of the Quail Gardens Road Bridge including the current status of the budgeted items according to the contract between ERGA and Carltas Companies. The Chairman requested the Secretary to make the report a part of the minutes. Mr. White advised that Carltas had issued a check in the amount of $11,783 for the permit and inspection deposits. Ms. Suelter advised the Board that the issue before them is formal authorization to use the operating cash reserve for the purpose of financing the construction of the bridge and other necessary capital improvements that the Board would like to do. Legal Counsel Bill Madison had advised that this was a legitimate use of these funds. His one recommendation was that the Board does in fact restore the operating reserve within a reasonable amount of time. This time period was not specifically defined. However, the finance team felt that given previous direction by the Board that ii wished to get this paid off within four years, they used that as the way to what they felt would be reasonable to restore the operating reserve. This would work out to be about $5000 per month. Payments to begin after finishing paying for the bridge. Director Miller joined the meeting at 3:30 p.m. 2 . . . 4. Chairman Kaiser moved that the Board approve the proposed plan as outlined in the agenda report prepared by Ms Suelter and Mr. McNair, seconded by Director Lamson. Approved 4-1 (Archibald) Review Summary of October 2001 Revenues and Expenditures Financial Statement. (john McNair/Rod Linville) Mr. Linville reviewed the Summary Financial Statement for the month of October 2001. Total revenue was $322,566 compared to a budgeted amount of $359,267 or 90% of budget; Expenditures were $266,753 compared to a budget of $273,257 or 98% of budget; Net income was $$55,814 compared to budget of $84,343 or 66% of budget; Total rounds were 4,943 compared to a budget of 5,360 or 92% of budget. Year to date revenue was $1,644,505 compared to a budget of $1,671,840 or 98% of budget; expenditures were $1/058,436 compared to a budget of $1,075,856 or 98% of budget; year to date net income was $582,140 compared to budget of $589,317 or 99% of budget; Total rounds were 24,981 compared to a budget of 25,803 or 97% of budget. Mr. Linville advised that for the month of November they believe they are seeing a turn around. For the first ten days of November they are ahead in number of rounds. Director Miller asked Mark Warren about the condition of the greens. Mr. Warren described what they had done to the problem greens and hoped it would be good for a considerable time to come. Chairman Kaiser complimented Mr. Warren on the great job he had done on the 15th green. In response to a question Mr. McNair said that Encinitas is doing the best in the whole county. Other courses in the county are down 25%. 5. Capital Improvement Adjustment and Budget (john McNair) Mr. McNair passed out the schedule for the Capital Budget based on 3%, and one on 4%, for the rest of the year of capital expenditures. After reviewing the two schedules Mr. McNair said he would recommend a 4% reserve. Mr. McNair said he had good news about the bathrooms. He had discussed with the Board the desire to put a concession stand out on the course due to the fact that liquor could not be transported across the road. That law has just been appealed and they can now transfer alcohol across the road. The guests, however, cannot buy something and take it across the road. They would put a sign at the road crossings that 1/ open containers are not permitted past this point." They could therefore sell liquor on the other parcel where the roads cross. His suggestion is that they do not have to " -' . . . 6. go with a bathroomlconcession on that parcel of land which would save about $20,000. Mr. McNair said that rather than buying new equipment they could lease any new equipment. Chairman Kaiser moved that the Board adjust the reserve from 2 112% to 4% for the balance of the fiscal year and include items listed on the Capital Expenditure Budget presented, seconded by Director Lamson. Approved 4-1 (Archibald) Landscape: Entry Way (Mark Warren) Mr. Warren introduced Landscape Architect Greg Stone. Mr. Stone said they had looked at existing material and tried to stay with it. He described various trees and bushes he was recommending using. (Director Miller stepped out from the meeting.) Mark Warren is to prepare an irrigation plan. Chairman Kaiser moved that Mark Warren proceed with the landscaping plan as presented, seconded by Director Wigginton. Approved 3-0-2 (Archibald and Miller). 7. Cell Towers (John McNair) Mr. McNair gave a brief report on the cell tower and said he is looking at a feasibility plan. He will know more for the next board meeting. 8. Update on Quail Gardens Road Bridge (John McNair) Item covered in item 3 above. 9. Incidents and Accidents. (Rod Linville) Mr. Linville reported one incident of a physical altercation on the golf course where they had to call in the Sheriff's Department. 10. Potential Course Enhancements. None. 11. Discussion/Direction Concerning Course Operations, Conditions Needing Change. Mr. McNair advised that they would be charging holiday rates for the day after Thanksgiving. This would amount to another $3500 in additional revenue. Chairman Kaiser said this was left to the discretion of JC Resorts as to when they charge hol iday rates. 4 . . . 12. 13. 14. Directors Reports. [F:or reported topics not described on this agenda, State law prohibits Board discussion, responses, and action. A Boardmember may ask questions, but only to clarify what the speaker is reporting.] t'Jone. Next Meeting - Thursday, December 20, 2001 at 3:00 p.m. Unanimous decision to cancel the December meeting. Adjournment. Chairman Kaiser adjourned the meeting at 4:45 p.m. Respectfully submitted, (,~ h '\ \ . Lv '/~, '-.L)\ Patricia Drew Reporting Secretary r I i .I, It:,. /1 ' Edward Kaiser Chai rman of the Board 5