MEETING AGENDA

* Magistrate Hearing(s) Review – 10 minutes
* Conversation with Developer to begin new negotiations – 30 minutes
* Master Strategy to Redeem and Restore DBR – 15 minutes
* 2/21 Workshop Preview and Q&A period – 5 minutes

2/14/24 MAGISTRATE HEARING REVIEW

·         Discussion and deliberation on the seawall failing inspection.
·         The judge made a ruling that the installation of fencing and trap bags are the Developers responsibility to do and to pay for because he is property owner, with a deadline of April 3rd or pay a ($1,000) fine, each day that the work is not done.
·         The seawall requires a fence and must get variance from the county for turtle season.
·         The seawall project will begin in earnest with permits and design once the temporary measures are in place and that is also the property owner’s responsibility. (Should this have been anticipated and asked to also be done by April 3rd, so that we don’t suffer any further delays?)
·         The Developer indicated that he is happy to make all repairs necessary but objects to paying for them. The judge dismissed this issue and cited the Land Development Code, Section 1.6C, that relates to an Easement Agreement not releasing the responsibility of a property owner to maintain or repair property to keep the property safe. (This needs to be researched, to determine if it can be applied to see if  the Easement Agreement may be in violation of state law.)
·         The Developer’s attorney tried to insert into their argument, some issues that they had with the garage inspector (want him to be replaced, due to him displaying inappropriate behavior) and the person (Carolyn Marquis) that reported the need for inspectors to look at the property, having a conflict of interest as she is a city employee. The judge dismissed these objections but did ask if the supervisor would be present for the garage reinspection on 2/15. 
·         There was a garage walk through done on 2/15 at 4 PM to show Natasha which cosmetic code violations exist. Another hearing is to be scheduled shortly, for the judge to hear arguments for the garage being repaired to satisfy code. (These repairs will not take care of any structural repairs that may be needed). 
·         The balconies should be completed by March, so the fines of $250 per day if the garage is not fixed by the next hearing. (It is VERY important that the garage and balcony repairs and potential fines be separated by the judge at the next hearing, if the cases are not bifurcated before the hearing takes place).


SUMMARY OF 2/16/24 CONVERSATION WITH DEVELOPER
1. Current ongoing negotiations between Developer and COA/Owners. He told me that their negotiations are dead in the water.
2. Comparison of his goals and our goals, which are basically for each of us to make money and improve our ROIs.
3. Comparison of what the board is doing, and what he is doing to have ongoing legal battles. 

3. The need to create a paradigm shift from the LOSE-LOSE course we have been on, to a WIN-WIN strategy, so he can help us to make more money, so we can pay him money.
4. Dealbreakers to consider for both parties. 
> Mine/Ours: Trying to use or enforce the old Easement and Agreement.
> His: The need to pay off his existing loans of approximately $7 million for purchase of the entire resort, or $1.5 million to purchase the common areas, or enough in a lease payment to pay for his monthly debt service (amount unknown currently).
5. A brief presentation of other legal measures we may take if negotiations slow down or break down.

6. The potential for the COA or owners to lease, lease with option, or purchase some of the common elements, all the common elements, and part or all the entire resort.
7. First step is for him to show good faith and prove to owners that we can work together and enable owners to increase their incomes and property values, by getting the inside and north pools open. He should be sending me any safety or other concerns that need to be considered as part of this first deal.

8. A brief discussion on the upcoming board meeting to move $1 million (of the $2 million assessed) to pay for the elevators. He said 5 of the elevators can be reopened within the next week or two, if certain safety issues are resolved by contractor VDA, Paul Pirros, which should cost $50K. (Update on research?)

In addition to the above, I was able to gain some additional information on various subjects that may be helpful in future considerations and negotiations: family, father, prior negotiation offers, lease/with option to buy for pool/common areas consideration, ideas to pay for parking garage.

Addendum: Emails that I sent as a follow-up to our meeting, to gain more information needed to start or continue negotiations. If/when he responds to my email and after owners have workshopped the subject of “Getting the Pools Opened”, we can go back to the table and begin negotiating. 
 

DBR MASTER STRATEGY WORKSHEET

This worksheet will be presented to owners to be discussed at the 2/20 Townhall Meeting and will provide a “Master Strategy” to Redeem, Reform and Restore DBR. It has combined the PROS of the previously presented nine Strategies, while reducing or eliminating the CONS for each of the Strategies.  shown and discussed at a previous Townhall Meeting and Workshop. 

GOALS:
REDEEM DBR – Empower owners to gain control of at least the common areas or the entire resort, thereby eliminating the need to follow the Easement Agreement. 
REFORM DBR – Create new Governing Documents that will govern the role and behavior of the Board, Standing Committees, and more Owner participation.
RESTORE DBR – Begin opening up the Amenities and enable Owners to dynamically increase their property values, rental incomes and their potential to share in various income streams that ownership of the resort can create. 

NEGOTIATIONS:
1. Such negotiations will begin with seeking to gain an agreement with the Developer to open the inside pool/spas and the north pool, as soon as possible, without violating any court orders for the enforcement of the Easement Agreement.

2. Should the Developer fail to negotiate in a timely manner, or should these negotiations fail, owners should consider using any legal measures available, to better enable owners to gain the control and/or ownership of DBR. Such measures could include:
* Stopping the Developer from gaining a “shutdown of the property”.
* Engaging an attorney to file a class action suit and seek damages for the harm that has been done.
* Seeking relief from or appealing past arbitration rulings or judgments for failures to perform.
* Seeking to enforce statutory law, requiring a Developer to turn over the common areas to the association, once the condominiums have been sold (which they have).

3. As a result of implementing the above measures, if the Developer is willing to return to negotiations, we may consider doing so, unless we can see that we can better gain control of DBR, by continuing to use one or more of the legal measures shown above.

CONTINUING NEGOTIATIONS: Rather than decide on which opportunity should be considered, it will be better for multiple offers to be made to either lease, lease with option to buy or purchase either the common areas or the entire resort. Then owners should consider, by majority vote, what would be acceptable offers/counteroffers to make for each option.

PREFERENCES: Depending on the affordability and viability of each option, owners can then decide (by majority vote), the option that they prefer to take.

The most preferable options, to provide the most control and best ROI, are purchasing either the common areas or the entire resort. If a majority of owners decide that neither of these options are viable for them, then the minority owners can seek to start one or more new companies, to purchase the common area, individual assets (restaurant, conference room, etc.) or the entire resort and allow the association to lease back the common areas.

If a majority of owners can only agree to purchase just the common areas, then the other owners can seek to start one or more new companies, to purchase the individual assets (restaurant, conference room, etc.) or the entire resort (apart from the designated common areas). 

4. Whatever offers are made, should also seek to gain a “clean deal”, for little to no confusion to exist or that could require future adjudications. To create such a clean deal, the many repairs or replacement factors need to be built into the contract. Because of the expense and the potential lengthy time needed to make the repairs, buying the elements (seawall, pool deck, garage, elevators, etc.) “as is” will better allow a speedy and clean deal to be made. In doing so, the cost to make the repairs, needs to be considered to offset a lease or purchase price.

5. GOVERNING DOCUMENTS & EASEMENT AGREEMENT: Once the owners gain control of the common areas, then the Easement Agreement will no longer be needed and will cease to exist. Yet the Governing Documents will need to be revised, to accommodate the new COA control over the common areas and to create new rules for how the COA will conduct its business. 

6. BUSINESS PLAN & PROPERTY MANAGEMENT: Depending on whether the association controls just the common elements or the entire resort, a business plan will need to be drawn up and agreed to by a majority of owners to decide how the new DBR will run and be managed.


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