MORAGA COUNTRY CLUB SUMMARY DISCLOSURE FOR PROSPECTIVE GOLF ASSOCIATE MEMBERS (Approved by the Board of Directors November 18, 1999)

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1 MORAGA COUNTRY CLUB SUMMARY DISCLOSURE FOR PROSPECTIVE GOLF ASSOCIATE MEMBERS (Approved by the Board of Directors November 18, 1999) Thank you for considering the purchase of a proprietary Golf Associate Membership (Associate) and joining our recreational family. It is our policy to inform interested parties of the rights and obligations of membership and to make a thorough disclosure of details on the land ownership that pertains to the recreational properties. This is but a brief summary of the documents covering this subject. Complete detailed reference material including CC&R s, Bylaws and Rules and Regulations, are available in our administrative office for more comprehensive study. RIGHTS OF GOLF ASSOCIATE MEMBERS Bylaws - The rights of all classes of membership are contained in the current Association Bylaws. Please read a copy before your final commitment. Rights To Use Recreational Facilities -The right to use the recreational facilities are substantially the same as those of Resident Members, with the exception of the use of the 3 satellite swimming pools in the residential area, which are restricted to homeowner use. Membership Sale and Transfer - Sale of memberships is subject to an open bidding process and all sales must be handled through the administrative office. Transfer Fee - A transfer fee of 50% of the sale price is retained by the Association upon sale. Right To Representation - Associates separately elect 3 members of the Board of Directors out of the total of 12, for a 3 year term. A non-retiring Associate Director heads a subcommittee for the nomination of a replacement Associate Director, each year. Vote On Recreational Development - Each Associate membership is entitled to one vote, the same as Resident Members, in decisions to be assessed for Recreational Facility modifications and improvements. Committee Representation - At least 4 seats of the Golf Committee are to be held by Associates and they are encouraged to be members of other recreational committees and the Finance Committee, following approval by the Board. Inspection Of Books - Associates have the right to inspect the books and records of the Association in the same manner as Resident Members. OBLIGATIONS OF GOLF ASSOCIATE MEMBERS Dues and Charges - Monthly dues, charges and assessments must be paid by the closing date indicated on billings. Rule Adherence - Associates agree to abide by the established Rules and Regulations published by the Association, both for themselves and in monitoring their guests. RECREATION FACILITY LAND OWNERSHIP Land underlying the first 8 holes of the golf course, the practice putting greens, driving range, clubhouse, swimming pool, maintenance facility and tennis facility are owned by the Association. Land underlying the last 10 holes of the golf course is subject to two ground leases, the major one being with the Town of Moraga. Terms of the leases are as follows: Moraga Town Lease: Term - 20 years expiring in October Rent - An annual charge of $4,200 is payable under this lease. 1

2 Renewal Options - 25 years, then there are three 10 year options, finally expiring in 2069 if all options are exercised. Rent During Options - Determined after appraisal of the fair market rental value of the land. There is a requirement that the land be appraised as undeveloped land owned by a municipality bearing a general plan open space designation under the Town General Plan dated November 14, This generally allows one home site per five acres, or twelve sites on the acres owned by the Town. During each of the option periods (though not in the initial term), the lease is subject to annual cost of living adjustments of the rent charged at the beginning of the option period. Options To Purchase - There are none in the lease, although it is contemplated in the document that a purchase may be desirable from either party s standpoint. Procedures for the Club to initiate a purchase are set forth in the lease and these procedures must comply with the Surplus Land Act of the State of California. The Board currently believes that a purchase may be desirable at the earliest possible date after resolution of the Bruzzone issue (below). Although the procedures allow the possibility of purchase by a third party, such a purchase would still be subject to the Club s right of first refusal. If the property were nevertheless sold to a third party, the new owner would acquire the land subject to the Club s existing rights under the lease, as well as a reimbursement of the proceeds of the sale, up to a maximum of $1.4 million. Public Access Rights - The lease also allows access to the putting green and very limited access to the golf course, driving range and the annual fireworks display. The Bruzzone Lease: Three small parcels located on holes 12 and 13 and some other smaller portions of Club land are owned by Russell Bruzzone and have been leased to the Club. Title to the land will pass to the Club shortly after Bruzzone receives the final subdivision map for the neighboring subdivision at the north end of Augusta Drive. The Planning Commission has approved the subdivision and the Town Council is expected to finalize the matter in favor of Bruzzone. In the event that there is a delay past July 1, 2000 in the granting of this map, we would have to re-negotiate with Bruzzone for ownership of these parcels, although the Club s lease rights would continue through renewal options finally expiring in Rent beginning July 1, 2000 will be set by appraisal, considering the actual use of the property, not at its highest and best use. Bruzzone Development: Land at the north end of Augusta Drive is owned by Bruzzone and is planned for the construction of 68 homes. Each of these homes will have membership rights equal to the rights of current Resident Members if this subdivision is annexed to the Association. The present layout of the 13th tee may have to be altered in the near future to avoid liability from nearby homeowners, as a portion currently crosses a subdivision lot line. Additionally, another 62 memberships are owned by Bruzzone and can be sold or transferred by him to other local homeowner sites. These memberships will run with the land and current and subsequent owners must maintain their membership by paying Associate level fees, or the membership will be canceled by the Club. Added Information: An extensive study of land ownership and purchase, dated May , is available in the administrative office, as well as other original documents for your review. 2

3 DATE: MAY 20, 1999 HISTORICAL OVERVIEW OF YOUR INVESTMENT IN THE 18 HOLE GOLF COURSE AT MORAGA COUNTRY CLUB: The Moraga Country Club Homeowners' Association expanded its former 9 hole golf course to an 18 hole golf course, starting the expansion in The expansion was partially financed by assessment of the homeowner members and by adding 375 Golf Associate memberships, offered to the general public. The CalTrans land purchase and the Bruzzone land purchase are discussed below. Thus, the right to use the golf course is shared by 521 Owner Members and 375 Golf Associates. There are also 130 Non- Transferable Memberships of which three have been activated as of May These memberships are described in Summary of Lease from Russell Bruzzone below. As part of the expansion and reorganization of the golf memberships, Moraga Country Club applied for and received tax exempt status as a social club under section 501(C)(7) of the Internal Revenue Code, and conforming state of California statutes. RIGHTS OF GOLF ASSOCIATE MEMBERS The rights of Golf Associate Members are set forth in the Association's amended and restated Bylaws and in the Declaration of Covenants, Conditions and Restrictions ("the CC&R s"), as amended and restated in July In general, Golf Associate Members have the same rights to use all of the recreational facilities as do Owner Members. Golf Associate memberships may be transferred in accordance with policy set by the Board. The seller receives the sales proceeds less a Transfer Fee set by the Board of Directors (currently 50% of the sale price). The first 375 Golf Associate members were considered charter members because they have invested to finance the expansion. Their Transfer Fee is 50% of the difference between the amount originally paid and sale price or $500, whichever is greater. Golf Associate Members have an equal vote with Owner Members on any future development of additional recreational facilities and elect from their group three of the twelve members of the Association's Board of Directors. One-half of the members of the Association's Golf Committee must be Golf Associate Members. In addition, they may sit on other committees, as appointed by the Board, and they have the same rights as the Owner Members to inspect the books and records of the Association. Furthermore, in the event of dissolution of the Association, Golf Associate Members are entitled to an equal share with Owner Members of the proceeds of the sale of the recreational facilities. Non- Transferable memberships are entitled to limited rights, as outlined in the paragraph of the Bylaws. OBLIGATIONS OF GOLF ASSOCIATE MEMBERS Golf Associate Members pay monthly dues established each year by the Board of Directors for use of the facilities. Monthly dues must be fair and equitable in relation to (a) dues charged by comparable golf clubs and (b) the relative use and financial support of the recreational area and facilities by Owner Members and Golf Associate Members. The Board may make additional assessments related to the recreational area or facilities, provided that the amount assessed to each Golf Associate Member is no more than the portion of the assessment paid by an individual Owner Member, related to the recreational area and facilities. This has included cost overruns for the expansion; however, any surplus of capital invested for this purpose and all dues and assessments paid by Golf Associate Members must be spent for purposes related to the recreational area and facilities. BYLAWS Amendments to the CC&R s permitting Golf Associate Memberships and detailing the rights and obligations of Associate Members received the required percentage of approval by the Owner Members in December Copies of the CC&R s and the Bylaws have been furnished to all Owner Members and Associate Members. Additional copies are available to members at the Association office. LAND FOR EXPANSION The expanded 18 hole golf course has been built on adjacent land currently leased from the Town of Moraga and in part on land owned by the Moraga Country Club and Russell Bruzzone. A brief description of the terms and conditions with respect to each lease is set forth below. SUMMARY OF LEASE FROM TOWN OF MORAGA 3

4 The acres, now included as part of the land for holes 9 through 18, were purchased by the Town of Moraga from CalTrans. This land, along with some other acreage in Orinda and unincorporated areas to the north and west had been obtained by the State in order to build what was then referred to as Gateway Boulevard. When the voters expressed their will to not approve this route, the Association took an interest in acquiring the land for an expansion of the course. The Association worked in conjunction with the Town of Moraga to plan the course expansion, and on a plan to acquire rights for the Association to use the land. The State was unwilling to sell the land at that point, as there was still agitation to build Gateway, and the transportation agency was reserving its hope that the politics would eventually support construction of the road. The State was convinced to lease the property to the Town in order that the Town could sub-lease it to the Association for use as a golf course expansion. The original terms of the lease between the State and the Town were quite restrictive. The lease could have been cancelled under this original lease after only five years and all the improvements would have reverted to the State. Since the Association was convinced that the politics would never be reversed, it decided to proceed with construction, using funds committed by a new class of members, the Golf Associate Members. These members knowingly took a big risk - that the State could take back the land. Later, it was determined that additional assessments would be necessary to complete the construction, and Owner Members and Golf Associates were assessed equally for the additional cost. It was the intention between the parties that the Town could only lease the land (and later exercise an option to purchase the land) using funds provided by the Association. The Town had no use for the land itself, but was motivated by the notion of additional open space, etc., to support the Association in its development. The Association could never have leased the land from CalTrans, nor could it ever have purchased the land from CalTrans without first having CalTrans comply with the provisions of the Surplus Land Act. This Act requires public agencies, prior to disposal of lands held by such agency, to offer it first to other designated public agencies before it is offered to the public. Because the Town was induced to do so by the Association, it became the agency under the Surplus Land Act to lease (and later purchase) the land. Moraga Country Club could have waited out the process in the Surplus Land Act then, or perhaps even later when CalTrans decided to sell the property, but might have been pre-empted by low-cost housing, parks, schools or other qualified interests in leasing or purchasing the property. The original lease between the Town and the Association was signed in 1987, and amended in 1991 and Considerable details about the amendments are discussed below, as if there was only one lease, as amended. At the end of the first twenty years (2014), the lease can be extended for consecutive terms of 25, 10,10 and 10 years, or until The rent during each extended term is determined by appraisal, and cost of living allowances are applied to each year during each extension period, based on the increase from the beginning of that extension period. The appraisal and rent determination process is as follows: [section 3.04 (b) of lease, 1994 amendment, page 2]: 1. Each party to the lease appoints one appraiser, fully qualified. 2. Each appraiser independently determines fair market value of premises. 3. Appraisers must value land as if it were undeveloped land owned by a municipality bearing a general plan Open Space designation under the Town s General Plan dated August 15 and November 14, 1990, (generally, one home site per five acres of land). 4. If the appraisers are more than 40% apart, a third appraiser is appointed. 5. The Town then determines the rental value, limited by the higher of the two appraisals that are closest to each other. LOAN FROM US BANK TO SUPPORT PREPAYMENT OF LEASE The Board of Directors decided to borrow $1.4 million to be used for the Town of Moraga to purchase the acres. US Bank is the lender, and the terms are repayment of principal in the amount of $9,278 per month plus interest on the unpaid balance at a rate that is fixed at 9.25% until October 1, 2000, and then adjusts to 3/4% over the bank prime rate for the balance of the term. The 1999 budget for loan payments on this loan amounts to $202,644($16,887 per month on average), and the balance at May 1, 1999 is about $1,000,000. It is important to make a distinction between lease payments (virtually all prepaid until 2014) and loan payments, because the Board could at some point decide to assess the members for the balance and reduce the annual budgets accordingly. The loan is payable even if the lease no longer exists. 4

5 GOLF COURSE IMPROVEMENTS If and when the land finally reverts to the Town by virtue of the lease expiring, they would also own all the related golf course improvements. Development of holes 9-18 cost the Association $4.6 million by 1992, and substantial funds have been and probably will continue to be invested to maintain and improve the facility. The total cost of the course is unknowable because the first eight holes were obtained as part of the purchase of homes in the Association from the original developer. The larger point is that we have a substantial investment to protect, and the lease agreements with the Town and with Bruzzone (described below) are among the most important documents for the potential buyers to understand. POTENTIAL LAND PURCHASE FROM TOWN - PROCEDURES The Town is not obligated to sell the property to Moraga Country Club and no purchase options are in existence. However, the lease provides the following procedures should the Association and Town agree: At the request of the Association, the Town can have the land declared Surplus Property. Technically the Association can only request this during the last six months of the initial term of the lease, but indications are that the Town would be willing to listen to an earlier inquiry. 1. If the land is declared Surplus Property under the Surplus Land Act, the Town must first have it appraised and then offer it to required offerees under the act (low and moderate income housing, park development, school construction, development of industry under an enterprise zone, etc.). 2. If none of them buys it, then Moraga Country Club has a sixty day exclusive right to purchase (60 days to notify the Town of its intention to purchase). The Town cannot declare the land Surplus Property unless the Association so requests, and is not then under any obligation to do so. 3. If the process in paragraph 2 is started (declaration of the land to be surplus, offering it to required offerees, and refusal to purchase by these entities) the Association could still decide not to purchase the property. If the property is then sold to a third party, Moraga Country Club is entitled to a reimbursement of $1.4 million from the proceeds of any such sale. The presumption is that the Association would not try to initiate this procedure unless the following had already been accomplished: a. Acquisition of title to the Bruzzone property (see below). b. A clear indication that none of the other governmental agencies as defined in the Surplus land Act is likely to bid on the property. ADDITIONAL PROVISIONS OF MORAGA COUNTRY CLUB S LEASE WITH TOWN OF MORAGA The lease requires Moraga Country Club to open its 18 hole golf course to the public "one day of every other month of every year". In addition the driving range must be open to the public "one day of every month of every year". The Association must also "provide two golf clinics each year for 12 hours each clinic over three or more days", and "once a year hold a public open Tennis championship and an annual public Golf tournament". In addition, the golf team of Campolindo High School will be allowed to use the course as its home golf course. The Association has provided a public putting green and will permit the Town to cross the course at an already designated location with a pedestrian trail. "Golf and Tennis instruction must be provided to non-members up to 25% of instructor's available time, at the same rates as provided to Moraga Country Club members". We must also allow the Town of Moraga to display annual fireworks on the property. SUMMARY OF LEASE FROM RUSSELL BRUZZONE AND RIGHTS OF NON-TRANSFERRABLE MEMBERS The other land that was needed to expand the Association's golf course is owned by Russell Bruzzone. Bruzzone owns parcels referred to as parcels A, B1, B2 and C. He has retained and is planning to develop parcel C. The Association has leased with an option to purchase parcels A, B1 and B2 from Bruzzone. Rent and/or the purchase price consists of the issuance and transfer to Bruzzone or his designees 130 Non-Transferable Associate Memberships. These memberships have the following conditions: 1. They are similar to Golf memberships 5

6 2. They are appurtenant to residences designated by Bruzzone 3. They are not liable for any initiation fee 4. They are entitled to limited rights on dissolution. All 130 memberships will run with the land to which they are first assigned. Sixty-eight of these will be assigned to lots in parcel C, the subdivision at the northern end of Augusta Drive, may be annexed to the homeowner s association under our agreement with Bruzzone, and will be non-transferable just as the present Owner Members memberships are now. The other 62 memberships can be assigned to any lots. Should an acquirer of any of these (62) memberships sell his property, the new owner would either continue paying dues, or forfeit the membership. The Association will acquire parcels A, B1 and B2 if and when Bruzzone's final subdivision map has been approved by the Town, or if a Development Agreement is executed between the Town and Bruzzone for parcel C. In the event that Bruzzone does not get approval for development of parcel C by July 1, 2000, Moraga Country Club s purchase right to parcels A and B will expire. If the final map is not approved, the lease will continue as long as there is an agreement with the Town for the 18 hole golf course, at rates to be negotiated after July 1, The purchase price for the property is 130 Non-Transferable Associate memberships, and this was also the consideration for the lease until July 1, Ownership of parcels B1 and B2 will revert to Bruzzone if, in the future, the property is not used as part of an 18 hole golf course. Parcel A would always remain property of the Association. Bruzzone has reserved various perpetual non-exclusive easements for access of the necessary utilities for his subdivision. These will be located when his final subdivision map is recorded. The Association, with Bruzzone's consent, has the right to contest the real property taxes on the leased property it is obligated to pay taxes on. The Association is responsible for general or special tax assessments during the lease term, as well as for any installment payments that are due after the lease term. The Association is unable to assign the Bruzzone lease during the term of the lease without his prior written consent. The foregoing description of the terms of the lease between the Town and the Association, and of the agreement and lease option between Bruzzone and the Association summarizes the Association's understanding of the terms of these instruments as they have been executed. A copy of all these agreements is on file in the Association office. This Land Lease Study was approved in content by the Moraga Country Club Board of Directors June 24, 1999, and subsequently finalized with input from the Association s legal counsel to the final form shown above. 6

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