The Information included within the Purchase Agreement Ballot mailing briefly describes what the SOA (Buyer) is buying as regards land, water rights and related facilities, which collectively, is defined under “Recitals”, Section A, of the Purchase Agreement as the “Property”.
What was not discussed is what the SOA is not buying. This is defined under “Recitals”, Section B of the Purchase Agreement, as follows::
“The Property excludes the (i) Seller Retained Property (below defined), (ii) Canyon 9, which the Buyer already owns, and (iii) any leases, permits, service contracts, personal property, located on or relating to the Property, or that Seller uses in connection with the repair, maintenance, use, possession or operation of the Somersett Country Club and/or the Championship Golf Course; and (iv) Seller’s business of owning and operating the Championship Golf Course and/or the Somersett County Club.”
With regard to the (i) provision above, the Seller (SGCC) Retained Property is defined under Section 3.7 of the Purchase Agreement, which states: “Seller shall retain ownership to the land comprising the planned site of the Seller’s clubhouse and parking lot for a planned clubhouse”.
The BOD argues that this was excluded such that “its members would have no further obligations or liability related to the SCC building a clubhouse on that site”. It is more likely that it was excluded at the insistence of the SGCC to insure they would continue to have a parcel of land and clubhouse for their exclusive use and disposal, including any revenue from future sale of such, even though it may have been built with association money (i.e., the $2.75M).
With regard to the (iii) and (iv) provisions, it would appear the BOD’s premise that, upon default, the SOA could continue to operate the Country Club should we so desire, is false. Reason being that the requisite business permits, leases, machinery, etc. are excluded from the “Property” being purchased. Not to say that such items could not be purchased in the future at an added cost.