A Short History of the Beach Park Giveaway
9/13/2012 – Letter of Intent (“LOI”):
This is the date of the Marina purchase non-binding letter of intent, which was the basis of the community meeting in the Fall of 2012. The LOI provided that as part of the consideration for the purchase of the Marina, PLCA would provide access to the Beach Park for up to 200 “single family units” that would be built on the property known as “Raptor Bay”. Those units would have the same access rights to the Beach Park as members of PLCA. Each such unit would pay its prorata share of costs for the operation, maintenance and capital [improvements] for the Beach Park, Marina and Shuttle boat transport system.
The LOI also called for a covenant by WCI that it would “decrease by 200 the total number of units which it might otherwise be entitled to subject to membership [in PLCA]” so that there will be “no net increase in the total number of units owners who will ultimately have PLCA Beach privileges (“WCI Covenant”). At the time (and presently), WCI only had remaining building lots in The Colony.
There were many objections to the Beach Park giveaway, including those objecting to the sales pitch that these 200 units were units that WCI would “transfer” to Raptor Bay from The Colony. In fact, these 200 units were never actually going to be built at the Colony. These 200 units were just like the phantom and fictitious units that WCI is now using to attempt to justify its position that the 85% development threshold for turnover has not yet been met. The PLCA Board bought those WCI figures then and now without independent investigation and due diligence. We were fleeced.
The LOI was never brought to the UOC and there was no UOC or other public vetting of the LOI.
In January 2015 Larry McPherson stated to the UOC Turnover Study Group that it was his idea to give WCI the Beach Park rights described in this summary.
10/17/2012 – Purchase and Sale Agreement (“Contract”):
This is the date of the actual Contract that was prepared and signed by PLCA and WCI. The deal closed in December 2012. In section 17 of the Contract, the 200 units were defined as “Raptor Bay Units”, but they were no longer located only in the property known as Raptor Bay. The rights given to WCI were changed and enlarged so that these 200 units with Beach Park access on our PLCA Shuttle boats could be located in Raptor Bay, at the Timeshares property or at any other property in close proximity to these properties which WCI could acquire in the future. In addition, they were no longer limited to “single family units”! Instead, they were now labeled “residential units”.
In the Contract, WCI agreed that it would “decrease by the total number of Raptor Bay Units, the total number of units which Seller [WCI] might otherwise be entitled to subject to membership in the PLCA, such that there will be no net increase in the total number of units owners in the Pelican Landing community that will ultimately have access or use rights to the Beach Park.” (emphasis added) The Contract called for a Beach Park Covenant to be prepared and recorded at the title closing reflecting these agreements.
There was never any UOC vetting of the Contract and no general public disclosure of the actual terms and conditions of either, even at any Board meeting. The PLCA held two meetings regarding the Marina purchase. The first “Special Meeting of the Board” was held on October 3, 2012, after the LOI was signed but before the Contract was prepared and signed. The notification to residents was sent out in an email blast on 9/27/2012, giving residents only 6 days’ notice on the subject. The follow-up Board meeting of December 3rd, toward the end of the 60 day due diligence period called for under the Contract, was identified as the time when the Board would make its final decision on moving forward. At the December 4, 2012 meeting the PLCA Board voted unanimously to purchase the Marina. The deal closed on December 19th.
10/29/2014 – Restrictive Covenant Agreement (“Covenant”):
When the Covenant was finally executed and recorded as a post-closing item in October 2014, again without any UOC or Board or other public vetting of the actual document, the properties affected were confirmed to include properties in or near Raptor Bay, including the existing Timeshares. The Raptor Bay Units could now be “owners of any units including lots or condominium units, and the guests, invitees, licensees, lessees and transient renters of the owners of any such lots or condominium units . . . ” making it absolutely clear that these 200 units could be timeshare units!
In addition, these properties would be limited members of PLCA and have a vote in PLCA in connection with any item relating to the Beach Park.
The WCI Covenant was included as follows: “for each Raptor Bay Unit submitted to the Declaration by recordation of the Supplemental Declaration, WCI will reduce by 1 unit, the number of new units that WCI may construct in Pelican Landing, such that there will be no net increase in the total number of unit owners in the Pelican Landing community that will ultimately have access or use rights to the Beach Park Facilities.”
This rephrasing of the WCI Covenant is interesting, because it could and should be read to subtract the number of Raptor Bay Units from WCI’s remaining build out at The Colony. But what if the units at The Colony are built prior to the Raptor Bay Units? As of October 2014, there were 399 remaining actual units to be built by WCI and some independent property owners at The Colony, not the much higher (680) fictitious number claimed by some, including WCI and our Board. WCI has stated the full build out intention many times, and in October 2014 that full build out number included an additional 399 units maximum. Most of those units are anticipated to be included in WCI high rises.
Should an injunction be requested restraining WCI from building its last 200 units in The Colony until it builds its Raptor Bay Units, or until it waives its Beach Park rights?
There was never any UOC vetting of the LOI or of the Contract or of the Covenant, and no general public disclosure of the actual terms and conditions of any of them, even at any Board meeting. Jet Tipton was a member of the Board when the Covenant was executed and recorded.