Proposed New SOA/SGCC Agreement

November 23, 2013

Homeowner Information Presentation

Agenda

AGENDA

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

History & Background

History & Background

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. 2010 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 2012 – 2014 with renewal options for 3 more years starting in 2015 and 4 more years starting in 2018

History & Background

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 (synthetic) surface

$3/$5 per bag of balls

Golf lessons/clinics Varies

Use of bocce ball courts Free

Access to restaurant Regular menu prices

Access to Pro Shop Retail prices

Catch & release fishing Free

History & Background

Summary of Current 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

• 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.

Cost to SOA*: $1.3 million to the first option to renew

$4.2 million through the full 10 year term of the contract

History & Background

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, 2013.

• 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. 2013.

History & Background

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

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.

New Agreement

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

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.

New Agreement

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/unit

Perpetual amenity access No monthly or annual payments

2 foursome rounds of golf/ year

$25 - $55/ person/ round

4 foursomes / year; no individual can play more times than equity member guests are allowed *

$25 - $55/person/round**

Use of only synthetic back section of driving range

$3/$5 per bag of balls

Unlimited balls from back with improved shuttle service

Free

Unlimited balls from front (grass)

$10/ day

Bocce ball Free Bocce Ball Free

Restaurant, Pro-shop, fishing

Free Restaurant, Pro-shop, fishing No change

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

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

Is $2.75 Million a Fair Price? Recent Benchmarks Price/ Value

Northgate Golf Course Sold in 2011 for @ $2.4 million – without water rights

Washoe County water rights – 174 acre feet from Sierra Sage Golf Course

Auctioned in 2005 for approximately $7 million (> $40,000 per acre-foot)

Current price of water rights – 400 acre feet

$2.4 million @ $6,000 per acre foot*** -not including supplemental water rights

Permanent security and control for Somersett against further development and course turning brown

Hard to quantify – but significant

Perpetual access to amenities You decide

* http://renomemo.rgj.com/council-approves-2-4-million-purchase-of-northgate-golf-course/ ** http://rgj.p2ionline.com/magazine/ss/index.aspx?webstoryid=8641873&area=SS&type=art&AdgroupID=36347 *** From SOA Water Surveyor

Bottom Line: SOA acquires significant assets and security at exceptional value.

New Agreement

$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.

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

New Agreement

$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

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

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

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

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

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

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

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.

Risks

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.

Next Steps

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

Summary

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.

Your Turn

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 775-787-4500 or via e-mail 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