Proposed New SOA/SGCC Agreement. Homeowner Information Presentation

Transcription

1 Proposed New SOA/SGCC Agreement Homeowner Information Presentation November 23, 2013

2 AGENDA History & Background What is in the new agreement? What are the risks? Next Steps Summary Your Turn Agenda

3 History & Background

4 History & Background Somersett Owners Association (SOA) and Somersett Golf & Country Club (SGCC) set up as separate legal entities by Developer Developer relinquishes control of SGCC to its equity members in Oct with water rights and reverter rights back to Developer if land is not operated as a golf course for 12 continuous months Developer controlled board enters into SOA / SGCC amenities and access agreement for with renewal options for 3 more years starting in 2015 and 4 more years starting in 2018 History & Background

5 Summary of Current Agreement Amenities User Cost 2 foursome golf rounds/ year $25, $40, or $55 per person per round depending on times of year and play Use of driving range from the back $3/$5 per bag of balls (synthetic) surface Golf lessons/clinics Varies Use of bocce ball courts Access to restaurant Access to Pro Shop Catch & release fishing Free Regular menu prices Retail prices Free History & Background

6 Summary of Current Cost to SOA*: History & Background Agreement Cost to SOA*: $1.3 million to the first option to renew $4.2 million through the full 10 year term of the contract $1.3 million to the first option to renew $4.2 million through the full 10 year term of the contract What is the SOA left with after these payments? NOTHING! * Per original amenity access agreement: $15/unit/mo. to first option, $12/unit/mo. thereafter; unit projections from 2014 budget presentation.

7 History and Background Developer relinquishes control of the SOA board to homeowners as of Jan. 1, 2013; First Homeowner elected SOA board takes office immediately. Within two weeks, talks to restructure SOA/SGCC agreement begin. NRED notifies SOA of intent to request hearing on the SOA/SGCC amenity access agreement on May 31, NRED/Attorney General agrees to suspend investigation and hearing to allow SOA/SGCC negotiations to continue; revised agreement to be put to homeowner vote within 10 months from Aug History & Background

8 Against this background, bigger problems are evident KEY STRATEGIC RISKS TO SOMERSETT COMMUNITY SOA does not own the pipes and pumps needed to get water from the Truckee River to the Canyon 9 course. SOA does not own the pond behind TCTC from which water is drawn to irrigate the Canyon 9 course. SGCC golf course runs throughout Somersett and can significantly affect everyone s property values, but is totally independent of the SOA. SGCC property is not within the SOA s governing authority and does not have to comply with SOA s CC&R s and Aesthetic Guidelines SGCC property could be sold to a third party, and would relatively easy to develop with more homes / buildings or strip water rights should it revert back to the Developer History & Background

9 What Has Happened Since Then? Negotiations between the SOA & SGCC resumed Multiple options were reviewed and assessed by both the SOA and SGCC Letter of Intent signed by all 3 affected parties outlining basis of a proposed new agreement, which is to be finalized after SOA due diligence in early 2014 If approved by SOA homeowners and SGCC equity members, the current agreement will be cancelled and replaced by the new SOA/SGCC agreement. History & Background

10 Key Principles for SOA Negotiators Requirements for New Agreement Must help address the key strategic risks for the Somersett community Must protect Somersett regardless of what happens with the SGCC Must represent fair value to SOA members New Agreement

11 New Agreement What are Key Points of the New Agreement? SOA will purchase from SGCC: Approximately 400 acre feet of water rights and 100 acre feet of supplemental water rights; Water pumping and related facilities throughout Somersett and at the Truckee river; Approximately 220 acres of green space; SGCC will retain approximately 6 acres in the current SGCC building site/parking lot area Maintenance Building (7500 square feet) and grounds Developer agrees to relinquish its reverter rights to the SOA. Problems Solved: Somersett will not become like Northgate or D Andrea EVER. Somersett will be able to control its own destiny.

12 Additional Points in the New Agreement Expanded access to amenities at significantly lower cost Original Agreement Cost New Agreement Cost Amenity access during agreement $15/month/u nit Perpetual amenity access No monthly or annual payments 2 foursome rounds of golf/ year Use of only synthetic back section of driving range $25 - $55/ person/ round $3/$5 per bag of balls 4 foursomes / year; no individual can play more times than equity member guests are allowed * Unlimited balls from back with improved shuttle service Unlimited balls from front (grass) $25 - $55/person/ round** Free Bocce ball Free Bocce Ball Free $10/ day Restaurant, Pro-shop, Free Restaurant, Pro-shop, fishing No change fishing Golf lessons, clinics Varies Golf lessons/ clinics No change *Not including public and promotional offers. **Tied to equity and non-equity member guest rates: See Letter of Intent New Agreement

13 So, What s the Price of All This? One time payment of $2.75 million. No additional payments from SOA to SGCC, and no further obligations for additional financial support. New Agreement

14 Is $2.75 Million a Fair Price? Recent Benchmarks New Agreement Price/ Value Northgate Golf Course Sold in 2011 $2.4 million without water rights Washoe County water rights 174 acre feet from Sierra Sage Golf Course Current price of water rights 400 acre feet Permanent security and control for Somersett against further development and course turning brown Perpetual access to amenities Auctioned in 2005 for approximately $7 million (> $40,000 per acre-foot) $2.4 $6,000 per acre foot*** - not including supplemental water rights Hard to quantify but significant You decide * ** *** From SOA Water Surveyor Bottom Line: SOA acquires significant assets and security at exceptional value.

15 $2.75 Million Purchase Price in Context Under the current SOA / SGCC amenity access agreement, the SOA would be paying approximately $420,000 per year to SGCC. Preliminary discussions have been held with several banks; each indicates a willingness to provide a loan for the full $2.75 million. New Agreement Examples A $2.75 million loan at 5%; 20 year amortization = ~$220,000 in annual loan repayments A $2.75 million loan at 5%; 10 year amortization = ~$350,000 in annual loan repayments

16 $2.75 Million Purchase Price in Context Debt service amounts to approximately $7.40 to $11.77/unit/month today. Cost/unit/month will decrease as Somersett builds out Cost will be $5.24 to $8.33/unit/month at full build out of 3500 units Remaining funds from $15/unit/month in current assessment will be dedicated to reserves until comfortable levels are reached. SGCC will provide full 4 year warranty and be responsible for full repair costs for everything SOA purchases. Bottom Line: New deal can be done without raising assessments from current levels, with potential to lower assessments in the future. New Agreement

17 Why is SGCC Keeping 6 Acres? Gives SGCC place to build their own clubhouse. Because SGCC owns the land, SOA will have no involvement or obligations to help build, use, or otherwise support SGCC clubhouse. Agreement gives SOA good protections if SGCC ever tries to sell this parcel. Limited buyer market. SOA has right of first refusal to purchase the parcel at best bona fide offer. If SGCC tries to sell land within first five years of the agreement, SOA s right of first refusal is at 50% of best bona fide offer. New Agreement

18 What Happens to the Golf Course? SOA will lease golf course property back to SGCC for $1,000/year lease payment plus $1,200/year reserve contribution, with escalation. Only allowed use is operation of a private, member-based golf and country club Lease term is 50 years with two 20 year options to extend. SGCC can not transfer or assign lease New Agreement

19 What Else is in the New Proposal? SGCC will continue to operate water facilities for benefit of SOA at no additional cost, with provisions to: Keep SOA updated on system status and needs, and Train designated SOA staff on all aspects of operation and maintenance. If SGCC fails to operate as a golf course or maintain the golf course to high standards, SOA can terminate lease after 45 days of non-compliance New Agreement

20 What Else is in the New Proposal? SGCC is responsible for all maintenance and operating expenses within the golf course boundaries including the irrigation systems and cart path and bridges SOA has a right to enter property, make necessary repairs, and charge costs back to SGCC if SGCC fails to make timely needed repairs after receiving notice. SGCC will be responsible for all normal costs of running their business. SOA will use its best efforts to ensure property tax is not payable on purchased property. If SOA has to pay property tax, it will be added to the annual lease payment. New Agreement

21 Why Didn t SOA Demand Higher Payments? All prices and payments were negotiated. SOA can t force SGCC to sell property or take a lease only on our terms. SOA wants the property, but doesn t want to run the 18-hole Golf Course. Operating and maintaining the golf course would require immediate increase of $50-$70 in monthly assessments, on top of $15 currently being paid. Could set assessment lower but may require special assessment every year to cover shortfalls. New Agreement

22 What Happens if SGCC Fails? SOA already owns the property and water; all property reverts back to SOA control. No risk from bankruptcy process. Avoids court fight for access to water system. The above points are key because Canyon 9 could become unrecoverable before legal actions could be completed if we do not own the water system infrastructure. If property reverts, homeowners can decide whether to: run it as a community golf course, or convert it into a greenbelt. New Agreement

23 Additional Topics in the Letter of Intent Additional Amenities Liquidated Damages Maintenance Disclosures Water Sharing Agreement Environmental Responsibilities Cost of Operation of Leased Property Insurance Transfer Taxes Please read the Letter of Intent and ask any questions you might have. New Agreement

24 What are the Risks to the SOA? Availability of bank financing for the $2.75 million purchase price with terms to maintain current SOA monthly assessment rates so far not an issue with banks. SOA water facility maintenance risk minimized with 4 year SGCC warranty, but must reserve for future shared repair cost afterwards. A new agreement is not final until all parties sign the detailed new agreement contracts. SGCC equity members must vote to accept new agreement. SOA homeowners must vote to accept new agreement. Risks

25 Next Steps Homeowner informational meetings scheduled in Nov. 23; Dec. 4; and Jan. 14, 2014 with more dates to follow in 2014 This presentation and the Letter of Intent will be posted on MySomersett.com after first homeowner meeting SOA due diligence efforts to begin (target 90 days to complete mid Feb. 2014) Draft of final agreement to be approved by SOA, SGCC and Developer target March 2014 Start of homeowner vote target April 4, 2014 Voting results announced target June 2014 Next Steps

26 Win-Win for SOA & SGCC! No matter what happens to the SGCC, Somersett s future security and environment is protected. If SGCC succeeds, exclusive country club supports everyone s home values at no additional cost to SOA owners. If SGCC fails, land will always stay green and under SOA control, either as a community golf course or greenbelt. SGCC gets its best chance to grow and succeed. Unique opportunity for Somersett may never be able to get this deal again. Summary

27 It s Up To YOU Homeowners will decide whether this deal is adopted or not This is a complex deal and needs careful consideration Your SOA Board respectfully requests that each homeowner: Attend an information session Read the documents, understand the facts and their implications Ask questions, come to another information session, ask more questions In addition to the information sessions, Homeowner questions can be submitted by calling the onsite staff at or via at soa@mysomersett.com Q&A s will be updated and posted periodically on mysomersett.com Decide for yourself and vote informed Homeowners are the best solution Your Turn