The following SOA Board of Directors response to the Country Club Purchase Agreement delay was recently posted on the Frequently Asked Questions List on the mysomersett.com website.
“Question 17: Why has finalizing the agreement taken so long, given that the Letter of Intent (LOI) was signed in November?
Answer 17: This process has taken much longer than we had anticipated when we first started the negotiations. As of today (July 8, 2014), the contracts have not yet been finalized or signed. A number of issues have contributed to the overall time so far. The biggest contributor to the length of time it is taking is the negotiation of subordinate points. As has been discussed many times, the LOI contained the broad outline of the proposed agreement. It covered what the SOA and SGCC felt were the most critical points to which the parties agreed. It was always known that there were many other details that would have to be agreed upon before any final agreement would be signed. These additional details are important for how the agreements between the SOA, the SGCC, and the Developer will be implemented. Given that these agreements may be in effect for 50 years or more, it is important to address as many of these as we can reasonably anticipate. One of the lessons learned from previous contracts between the SOA and the SGCC is that the lack of sufficient detail and specificity led to disagreements, sometimes substantial ones, over what was intended or required by the contract. This is a very complex deal which will require putting three separate but interrelated contract in place.
Another source of delay came from the calendar. The LOI was signed shortly before Thanksgiving. Because of the Thanksgiving and Christmas holidays and the related travel plans and commitments of various participants, negotiations concerning these subsequent issues did not get started until partway into January. As we got further into this process, new issues that neither party initially identified would become evident, and we would have to sidetrack to address those. Ultimately, this has been a very iterative process where new issues arise and we then have to go back to make sure the proposed solutions were not inconsistent with something else that we had already agreed. It took about four months to address roughly 90 percent of the open items, with the last few issues dragging out a while.
Also, the need to coordinate with the attorneys for the SOA and SGCC has contributed to some unexpected delays. The approach we have taken is that the bulk of the substantive agreements were negotiated directly between the SOA and SGCC representatives. Once most items had been agreed, the information was provided to the attorneys to draft contracts for review by the negotiators. The review of draft documents and resolution of comments also has required multiple rounds of discussion and has taken a substantial amount of time. Coordinating schedules between multiple negotiators, their respective attorneys, and various others has been a challenge. Remember, all of the negotiators are volunteers with other commitments, and the attorneys have other clients, so nobody has been working on this full time.
The bottom line is that we decided to take the time needed to address all of the identified issues as best we can to avoid as many future problems as possible with the implementation of these agreements.”
A lot of words, but no details on what the “new issues, “open items”, and “negotiation of subordinate points” consist of. Perhaps some are too sensitive to negotiations to reveal at this time, but it would be informative to be advised of any projected changes to the original Letter of Intent, rather than be surprised downstream.