Amelia Island Plantation Briefing Book

Transcription

Amelia Island Plantation
Briefing Book
Prepared for:
ULI Advisory Services Panel
Prepared by:
Community Association (AIPCA)
May 2011
ULI Advisory Services Panel, May 2011
TABLE OF CONTENTS
Page No.
Page No.
1. Panel Objectives .................................................... 1
Grass-roots questions to be addressed ........... 6
Best practices in comparable communities ...... 8
Permar framework ............................................ 9
6. Amelia Island Equity Club .................................... 54
Membership ................................................... 55
Club facilities .................................................. 55
Club management .......................................... 56
Financial highlights......................................... 56
Future plans ................................................... 58
2. Background .......................................................... 10
Regional overview .......................................... 10
Demographic overview ............................. 14
Residential real estate trends ................... 15
Potential development/re-development
sites ....................................................... 16-A
Tourism overview ..................................... 17
AIP overview .................................................. 18
Historical perspective ............................... 18
Unique attributes/key differentiators ......... 24
Community positioning ............................. 25
3. AIP Current Ownership & Management
Relationship and Access Rights........................... 31
4
AIPCA .................................................................. 39
Background & existing conditions .................. 39
Staff & management ...................................... 41
Financial highlights ......................................... 43
Communications & planning .......................... 45
Future plans ................................................... 46
5. Omni Amelia Island Plantation ............................. 48
Ownership ...................................................... 48
Management .................................................. 49
Future plans ................................................... 51
Amelia Island Plantation Community Association (AIPCA)
7. Entitlements ......................................................... 59
8. Covenants ............................................................ 62
9. SAISSA ................................................................ 63
APPENDIX ................................................................. 65
Looking Ahead Presentation by Kate Ligare,
AIPCA 2011 Annual Meeting .............................. A-1
5 Email Blasts from AIPCA
(March 14-18, 2011) ......................................... A-15
AIPCA Case Study (Summary) for
Bankruptcy Court ............................................. A-29
Select Articles .................................................. A-43
Canopy Newsletter March 2011 ....................... A-55
Debrief from Best Practices
Symposium (April 7-9, 2011) ............................ A-59
Page i
LIST OF EXHIBITS
Exhibit No.
Page No.
1: AIP Master Plan ..................................................... 3
2: AIP Community Overview ...................................... 4
3: Demographic Overview ........................................ 14
4: 2010 Household Age/Income Comparison ......... 14
5: Closing Transactions, Peak to Trough Analysis .. 15
Exhibit No.
Page No.
18: Omni Amelia Island Plantation
Overall Vision Plan............................................... 52
19: Omni Amelia Island Plantation Main Hotel ........... 53
20: Amelia Island Club – 2011 Cash Flow Budget ..... 57
21: Amelia Island Plantation Entitlement Zones ........ 61
6: Avg. Closing Price, Peak to Trough Analysis ...... 16
7: Community Positioning ........................................ 26
8: Resort Positioning ................................................ 26
9: Hotel Summer 2011 Weekend Top Rack Rate
and Golf – Peak Green Fees ............................... 27
10: Select Southeast Community Golf Clubs
Membership Information ...................................... 29
Permar Inc. was retained by the AIPCA to assemble this document,
based on information and data provided by AIPCA, Omni, and
Amelia Island Club. Every reasonable effort has been made to
ensure that the briefing reflects accurate and timely information.
However, Permar Inc. has not independently verified the
information included and assumes no responsibility for
inaccuracies in reporting by the client, its agent and representatives
or any other data source used in preparing this briefing.
11: Resort Community Comparison Single
Family Home Closings and Listings ..................... 30
12: Current AIPCA Ownership ................................... 33
13: Current Omni & Amelia Island Club Ownership ... 34
14: Amelia Island Plantation, Resort Facilities
Restricted Area .................................................... 35
15: Amelia Island Plantation Facilities & Amenities by
Ownership & Usage Rights .................................. 36
16: Current Management Structure Diagram ............. 38
17: AIPCA Budget Summary ..................................... 44
Page ii
1. PANEL OBJECTIVES
Statement of Purpose and Expectations
Amelia Island Plantation (AIP) is a 40-year old upscale
mixed-use resort and residential community. The legacy
developer has been replaced by Omni Hotels and Resorts
and a new equity Club, plus a new and complex set of interrelationships among the Community Association, Omni and
the Club as a result of the Chapter 11 bankruptcy process.
represents over 2,000 residential property owners, as well as
the resort and the Club. The change in ownership of the
resort and the Club has precipitated the AIPCA evaluation of
its role. AIPCA believes it must now assume responsibility for
a unified vision of the community’s future, supported by a
detailed and professional long range plan. As part of this
process, the community association has an opportunity to
redefine the roles and responsibilities for community
activities and to exert greater and/or more professional
control over ongoing community functions.
Such
responsibilities may require additional skills, covenants,
financing, or structures at the AIPCA level.
AIPCA’s intent in inviting an Urban Land Institute (ULI)
Advisory Panel to Amelia Island is to learn from experienced
industry professionals how AIPCA might best plan and shape
the future of the community over the next 10-15 years. While
the AIPCA wants ULI’s work to be grounded in the “big
picture,” the Association also needs specific ideas, as well as
an orderly, phased implementation plan that is capable of
surviving multiple generations of AIPCA Boards. It should be
noted that while the AIPCA is the sole sponsor of this
exercise, it is with the full support of the Club, Omni, and a
broad cross-section of community leaders.
The AIPCA scope of work for ULI has been defined in three
different but overlapping ways. All are important aspects of
the scope of work.
(A) Grass-roots questions and issues: During AIPCA
discussions, 15 questions emerged that defined the
community’s specific known needs. These questions
represent AIPCA’s principal concerns.
(B) Best practices from other communities: The
AIPCA has always had a high interest in learning best
practices from similar communities, in part because
bankruptcy focused the community inwards, and in
part because that is how many individuals in the
community readily assimilate and validate new ideas.
Therefore, AIPCA contracted with ULI to collect (in
advance of the panel discussion) best practices from
other mature multi-use communities that have gone
through periods of renewal.
(C) Professional point of view: Recognizing that every
industry and profession has its own jargon and
proven processes.
AIPCA hired experienced
professionals from within the trade -- Permar Inc. of
Charleston, South Carolina -- to help prepare the ULI
briefing materials as well as to provide their
professional perspective on the current challenges.
The AIPCA’s expectation is that the panel outcomes will help
the community to:
1. Maximize the potential of Amelia Island Plantation’s
extraordinary
setting
and
history.
Omni’s
commitment to expand and substantially upgrade the
resort, the Club’s commitment to top-notch services
and amenities, and the community’s dedication to
renewal and redevelopment;
Page 1
2. Expand and clarify its collective vision of what
specific opportunities will help increase property
values and quality of life, especially in consideration
of current and expected trends in land use,
technology, demographics, community governance,
financing, etc.;
3. Examine risks and obstacles that might inhibit the
long range plan and negatively impact quality of life.
One such risk is the highway system accessing the
island. There are only two island connections and
both are under serious long term stress due to
increased development and expected population
growth which could significantly increase travel time
due to uncertain plans for increased capacity.
4. Strengthen necessary governance processes and
structures so that AIPCA can effectively navigate the
community through future long-term transitions;
special project requirements, while providing
adequate reserves and resiliency through economic
cycles.
Further, the AIPCA would like the ULI panel to prioritize its
recommendations and provide an estimated timeline so that
the AIPCA may address each issue through a logical phased
approach.
Finally, it should be emphasized that while the scope of the
AIP community includes residential, resort, and club
operations, both Omni resort facilities and the Club are
already undergoing major renovations with their own
specialized consultants. As such, the primary focus of this
project is the future of both the residential community and
AIPCA’s common properties as well as the integrated
community as a whole.
5. Formalize a roadmap that identifies key elements,
critical milestones, and a multi-year phased
implementation plan for the entire community, and
6. Formalize a sustainable and viable financial plan that
realistically addresses likely operating, capital, and
Page 2
EXHIBIT 1
AMELIA ISLAND PLANTATION – AMELIA ISLAND, FL
MASTER PLAN
Page 3
EXHIBIT 2
COMMUNITY OVERVIEW
Total Developable Acres:
Property Owners
Omni
AIPCA
1,350
650
600
100
Planned Density:
2,216
Sales Began:
1971
Year Sold Out:
2007
Total Residential Properties:
Single-Family Homes:
Villas/Condos:
Homesites
Community Amenities:
2,216
869
1,187
160
3 beach access points, Aury Island Park - playground, Walker's Landing - 6 acre
marshfront park with event space, dock, kayak storage, Sunken Forest - 2 acre
oceanfront park, Drummond Park - 6 acre park with basketball court, playground, nature trails
and extensive boardwalks, 9 miles of trails, manned security gate
Page 4
EXHIBIT 2, continued
COMMUNITY OVERVIEW
Amelia Island Club:
Club:
Private
Golf Membership:
$50,000
Annual Dues (Resident Family): $7,200
2)
3)
504
Tennis Membership:
$30,000
63
Social Membership
$30,000
819
Total # of Members: (2)
1,386
Property Owner
Non-Property Owner
1,276
110
Full-Time Resident (3):
Non-Resident:
615
771
Membership Privileges:
Access to all club and resort amenities
Club Amenities:
Ocean Clubhouse - dining, event space, pool, beach access
Long Point Golf Course (18 holes), Longpoint Clubhouse (grill, locker rooms)
Access to all resort amenities (e.g. tennis, health and fitness, 36 holes of golf)
Omni Amelia Island Plantation:
Accommodations:
1)
# of Members
249 - rooms; oceanfront AAA 4-Diamond Omni Amelia Island Plantation
330 AIRPO rental villas; 150 villa rentals in outside companies
Resort Amenities (1):
36 holes of golf, Amelia Island Plantation Golf School, health and fitness center,
23 Har-Tru tennis courts, full service spa, retail shops, beach club, 9 restaurants,
49,000 square feet of conference space, nature center, bicycle & equipment rental
Resort Owner & Operator:
Omni Hotels & Resorts
Use of amenities available to club members, hotel guests. Villa rental guests also have access provided they rent
through Omni's Villas of Amelia or the rental property owner is a club member. Non-club member property owners do not
have access to these facilities.
Does not include 16 complementary memberships.
Includes members who are residents of the State of Florida.
Source: Amelia Island Plantation community representatives; Permar Inc., March 2011.
Page 5
A. GRASS-ROOTS QUESTIONS TO BE ADDRESSED
AIPCA leadership gathered extensive input from their
membership regarding their concerns for the future.
These discussions led to the following list of questions for
Panel focus.
b) In such endeavors, what are the respective roles of
property management, service providers, and design
professionals?
VISION – THE PROCESS
d) How do communities best stay abreast of external
trends,
such
as
adequate
transportation,
environmental issues, cyclicality of the tourist
business, etc.? How large an advocacy role do they
play in community relations?
1)
How do middle-aged upscale communities re-create and
refresh their unique and distinctive vision?
What
approaches are most (and least) successful?
2)
What priorities guide successful communities through
middle age?
a) In terms of updates and new investment, what are the
most common amenities, services, and actions that
preserve and enhance property values?
c) What are best and worst practices in terms of costeffectiveness and harmonious results, as well as
community buy-in?
5)
VISION – THE SPECIFICS
6)
b) At the same time, how do communities retain the
overall character of the various neighborhoods,
ambience, natural setting, and special areas that
attracted residents in the first place?
3)
4)
When the initial developer departs, how is the task of
visioning, redevelopment, and renewal transferred and
accomplished?
Is this a periodic exercise relying on
outside services – or an ongoing process utilizing inhouse staff?
Do communities in situations similar to ours develop
and/or make major revisions in their long term master
plan?
a) What are the key issues to consider in making such
changes?
What are the most successful methods for financing
large renewal projects?
Thinking specifically of future purchasers of residential
real estate in a community such as Amelia Island
Plantation, what amenities are now proving to be most
successful in attracting new buyers? What amenities
are declining in popularity (vs. 20-30 years ago)?
Please give special attention to two segments :
a) Baby boomers and retired “active adults” (our legacy
population)
b) Younger established professionals who can work
remotely, travel for a living (e.g. national sales reps),
and/or travel daily to nearby Jacksonville (40-50
minutes away)
7)
What are best practices of parks, paths & trails, and
common properties being effectively used to increase
the overall attractiveness of such a community? Are
there any cost-benefit indices for such investments?
Page 6
8)
Thinking particularly about residential redevelopment,
what are best practices and policies in the following
areas?
o
o
o
o
9)
Teardowns & multiple lots
“McMansions”
Aging multi-unit villas & condos
Neighborhoods in transition
What are best practices in terms of non-Club community
clubhouses as gathering spots for lectures, card games,
classes, yoga & flexibility, internet, informal parties and
the like?
12) What are the best ways for the community association to
interface with the resort operator?
13) Thinking specifically about community redevelopment
and renewal efforts, can any generalities be made
between communities that hire their own staff vs.
outsourcing community management to a third party?
14)
What are the characteristics of successful Architectural
Review Boards?
Please consider such aspects as
board composition and skills, transparency, conflict
resolution, board funding, written guidelines, etc. What
should be avoided? In multi-use communities, how
does the review process differ for commercial projects
vs. residential?
15)
What other things should the AIPCA consider that have
not been specifically identified above?
a) What facilities and services are most popular today?
b) How is this expected to change as baby boomers
purchase homes in “active adult” retirement
communities?
10) Regarding roads, paths, and trails and the goal of
improving neighborhood connectivity, pedestrian /
vehicular safety, and other related matters, what are
best practices for enhancing mobility within the
community?
GETTING ALONG TOGETHER
11) In
middle-aged,
multi-use
communities,
what
organizational activities and structures best facilitate
relationships among all stakeholders? What governance
structure, policies, and practices do successful
communities use to initiate, guide, and control
redevelopment? What are best practices for change
management and community buy-in?
Page 7
B. ULI ADVISORY PANEL
PRE-PANEL RESEARCH PROJECT: BEST
PRACTICES IN COMPARABLE COMMUNITIES
In advance of the panel discussion, the AIPCA contracted
with ULI to collect best practices from other mature multiuse communities that have gone through periods of
renewal.
Communities selected for comparative analysis include:
Celebration*
FL
www.celebration.fl.us
Bald Head Island
NC
www.baldheadisland.com
Beaver Creek Resort
CO
www.beavercreek.com
Eagle-Vail
CO
www.eaglevail.org
Hilton Head Plantation*
SC
www.hiltonheadplantation.com
Kiawah Island*
SC
www.kiawahisland.com
Sandestin Golf & Beach Resort*
FL
www.sandestin.com
Seabrook Island*
SC
www.townofseabrookisland.org
Wild Dunes
SC
www.wilddunes.com
* These communities also participated in the AIPCA
Community Management Symposium April 7-9, 2011
Page 8
C. PROFESSIONAL POINT OF VIEW
PERMAR FRAMEWORK
Permar Inc. was retained by AIPCA to assist in the
preparation of the ULI briefing materials as well as to
provide their professional perspective on the current
challenges. Based on a community tour, interviews with
the various stakeholder groups (property owners, Omni,
the Club), and review of community documents and
information, Permar categorized the Panel objectives and
key questions to be addressed as follows:
Page 9
2. BACKGROUND
“Because the island seemed so beautiful and fragrant,
James Oglethorpe renamed it in honor of the young daughter
of George II, Princess Amelia.”
“Amelia Island Plantation – The First Ten Years” – G. William Nixon
−
According to the 2005-2009 American Community
Survey, 23% of housing units in the Amelia
Island/Fernandina Beach area are seasonal. Only
3% of housing units in the Jacksonville MSA and in
the United States are classified as seasonal
residences.
A. Regional Overview
Amelia Island Plantation is located in the Jacksonville MSA
which affords access to an international airport, I-95, world
class healthcare, a diverse employment base and a variety of
sporting and cultural activities.

Amelia Island Plantation is located on Amelia Island in
Nassau County, Florida.
Nassau County is the
northeastern-most county in Florida and is part of the 5county Jacksonville MSA.
−
The Jacksonville MSA is the fourth largest
metropolitan area by population in Florida, (behind
South Florida, Tampa Bay Area, and Greater
Orlando), and the 40th largest in the U.S. The city of
Jacksonville is the largest city (by population and
area) in Florida and the largest city by area in the
continental US.
−
Nassau County is bordered to the north by the St.
Marys River (Georgia State Line) and to the south by
waterways leading into the Nassau Sound, extending
westward to Baker County.
Amelia Island includes 13 miles of Atlantic Ocean
beachfront and is primarily a tourist, second home and
retirement destination.
The island is approximately
11,700 acres, just less than half the size of Hilton Head
Island, SC (27,000 acres).
Page 10

Amelia Island residents have access to world class
healthcare in nearby Jacksonville. The Island is located
approximately 45 minutes from four large hospitals
(Shands Jacksonville, Baptist Hospital, St. Vincent
Hospital and the renowned Mayo Clinic) which have a
combined total of 2,100 beds.
−
Locally, the 54 bed Baptist Medical Center in Nassau
County is located only 5 minutes from Amelia Island
Plantation. It is an advanced, well-equipped hospital
providing a full spectrum of short term acute care
services on an in- and out-patient basis, as well as
24-hour emergency services. Recently the hospital
earned “Magnet” recognition for patient care
excellence from the American Nurses Credentialing
Center.

The US Navy and the healthcare sector are the two
largest employers in the MSA. The two Naval Stations
employ nearly 38,000 and four major hospitals employ
nearly 21,000. In addition, 12,500 people are employed
at the Kings Bay Submarine Base near St. Marys,
Georgia, just north of Amelia Island.

Omni Amelia Island Plantation is the largest employer in
Nassau County with approximately 800 employees. Other
significant employers in the county include:
−
Smurfit Stone, which was purchased by RockTenn in
January 2011 and employs 700 people in the paper
mill production of container board and corrugated
paper.
−
Rayonier, which operates a large pulp mill producing
cellulose products and employs approximately 400
people.
Page 11

Jacksonville is home to the NFL’s Jaguars as well as
minor league baseball’s Suns. In addition, Jacksonville
regularly plays host to a variety of sporting events. In
2010 the following major events resulted in a combined
78,700 room nights.
−
The Gator Bowl
−
Georgia/Florida Game
−
The PGA Player Championship at TPC Sawgrass
−
NCAA Men’s Basketball Tournament
Sixteen colleges and universities are located in the area.
The University of North Florida with just over 15,000
students is the largest 4-year university in the
Jacksonville MSA. Florida State College at Jacksonville
operates a 100 acre community college in Nassau
County, offering two year associate degrees, professional
training, and a varied series of non-credit classes in
Fernandina Beach
A variety of cultural festivals are held throughout the year
including the Jacksonville Jazz Festival in May and the
Jacksonville Fine Arts Festival in April, as well as a
Fourth of July Weekend Celebration.

Jacksonville is home to many cultural venues including
the Museum of Contemporary Art, The Cummer Museum
of Art & Gardens, the Museum of Science and History
and the Jacksonville Symphony.

Jacksonville has the largest urban park system in the
nation with 131 square miles of city, state and national
parks.

On Amelia Island, Fernandina Beach, offers a wide
variety of arts, cultural and culinary activities throughout
the year.

−
Fernandina Beach’s 50-block historic district is on the
National Register of Historic Places. Other historical
sites include Fort Clinch State Park and Amelia Island
Lighthouse, Florida’s oldest lighthouse.
−
A variety of festivals and events are sponsored on
Amelia Island each year including: The Isle of Eight
Flags Shrimp Festival; The Concours d’Elegance; an
international Petanque tournament; USTA Futures
Tennis Tournament; Garden Show; Jazz, Chamber
and Blues Music Festivals; Film Festival; Book
Festival; and the Great South Cook-Off. The Shrimp
Festival is in its 48th year and attracts more than
100,000 visitors each year.
The Concours
d’Elegance draws 25,000 visitors.
−
The city is home to two theater groups, and offers an
abundance of outdoor activities such as a sailing
school, fishing charters, and eco tours.
Amelia Island is buffered by several state and national
parks including:
−
Cumberland
Island
National
Seashore,
the
southernmost barrier island in Georgia, accessible
only by boat. The historical off-season home of the
Carnegie family, Cumberland Island enjoys
outstanding scenery, wildlife, and the prestigious
Greyfield Inn. Charles Fraser attempted to develop
Cumberland Island in 1969 and only turned his
attention to Amelia Island after his efforts were
thwarted by environmentalists.
−
The Timucuan Ecological and Historical National
Preserve including Kingsley Plantation and the
Ribault Club located 12 miles south of Amelia Island.
Page 12

−
American Beach Sand Dune which is just north of
Amelia Island Plantation and is historically significant
as one of the few beaches in Florida for AfricanAmericans during segregation.
−
The Talbot Island State Parks include seven parks of
undeveloped barrier islands beginning with Amelia
Island State Park at the south tip of the island and
continuing southward for 11 miles.
−
Fort Clinch State Park contains one of the best
preserved 19th Century forts in the country. Located
at the north end of the island, the fort was garrisoned
in both the Spanish-American and Civil Wars.
Not unusual for Northeast Florida, cars are allowed on
certain designated areas of Amelia Island’s beaches, but
are prohibited on Amelia Island Plantation’s three miles of
beachfront.
Fernandina Beach Historic District
Relevant Websites:
http://www.ameliaisland.com/
Amelia Island
http://www.ameliaislandliving.com/
Amelia Island Living
Amelia Island State Park
Page 13
Demographic Overview
Amelia Island area households are older and wealthier than
the Jacksonville MSA and the United States.

Demographic profile data for Amelia Island Plantation
property owners is not available, however zip code 32034
includes all of Amelia Island and Fernandina Beach and
that data is provided for reference. Of course, Amelia
Island Plantation owners are likely to have a higher
median income than the zip code as a whole.

Amelia Island currently has 31,400 full-time residents,
43% of Nassau County’s population and 2% of the MSA
population.

There are 13,600 housing units on the Island, 47% of
Nassau County housing units.

The median household income of Amelia Island’s
permanent residents is $65,500, significantly higher than
that of the county, the Jacksonville MSA, the state of
Florida and the United States.
30% of Amelia Island’s households have incomes greater
than $100,000, compared to 20% of Jacksonville
households and 22% of all US households.
There were nearly 12,000 households on Amelia Island in
2010. Of these 44% have a household head that is 55 or
older, compared to 33% of households in the MSA and
32% of U.S. households.
The unincorporated south end of Amelia Island, which
includes Amelia Island Plantation, is home to
approximately 12,000 people. The area constitutes 12%
of the Nassau County population and provides nearly
35% of the county revenue provided through property
taxes.

A serious annexation effort was mounted by Fernandina
Beach in 1997 and rebuffed. Other annexation attempts
since then have lacked critical mass.

Law enforcement is provided by the Nassau County
Sheriff’s Department. Fire protection is provided by
Nassau County Fire and Rescue which maintains a state
of the art facility 1-3 miles from most buildings on the
Plantation. Amelia Island Company provided $500,000
towards its construction.

Nassau is a conservative county, with 71% of voters
voting Republican in the 2008 presidential election,
compared to 48% of voters in Florida as a whole.
EXHIBIT 3
DEMOGRAPHIC OVERVIEW
2010 Estimates
Island
(Zip code
32034)
Nassau
Jax
County CBSA (1)
1.37M
72,988
18.9M
United
States
309.0M
544,517
7.6M
119.3M
$59,883
$54,624
$48,954
$52,795
11.5%
11.0%
11.8%
8.9%
Permanent Population
31,388
Housing Units
13,588
29,079
$65,518
na
Median HH Income
Unemployment
State of
Florida
(1) Includes the following Counties: Nassau, Duval, St. Johns, Clay and Baker.
EXHIBIT 4
2010 HOUSEHOLD AGE INCOME COMPARISON
# Households
Amelia
Island
Jax
CBSA
United
States
11,969
494,612
104.3M
% Age 55+
44%
33%
32%
% Income $100,000+
30%
20%
22%
Source: Claritas; Permar Inc.; March 2011.
Page 14
−
Residential Real Estate Trends
Historically, Jacksonville’s growth spread south from the city
center on the St. Johns River toward Jacksonville Beach and
Ponte Vedra rather than north to the beaches of Amelia
Island. Amelia Island Plantation residents and guests have
the advantage of accessing the best of Jacksonville’s
offerings without experiencing the challenges of city life.
Like all areas of Florida and the country, Jacksonville and
Amelia Island have been dramatically impacted by the
financial crisis and real estate downturn.

While Jacksonville certainly offers a wide variety of
amenities and facilities, the city lacks a compelling urban
core, with large-scale residential developments along I-95
and Butler Boulevard creating traffic problems.
Fernandina developed around its port, one of the deepest
natural harbors in Florida, with its earliest plat dating to
1811 under Spanish rule. As a birth place of the modern
shrimping industry, the city transitioned to more industrial
employment with the construction of two paper mills on
the north end of Amelia Island during the depression.
After World War II, the interest shifted toward the coastal
portion of the island when the town’s name changed to
Fernandina Beach.
After the opening of Amelia Island Plantation in 1974
(and continuing with the opening of the Ritz-Carlton
Amelia Island in 1991), the south end of Amelia Island
began to develop from the ocean’s edge. The south end
area remains primarily a retirement and second home
destination and there are only a few developments of
scale outside of Amelia Island Plantation, the Ritz-Carlton
and Summer Beach.
Today, more retirement and
affluent communities are spreading westward from
Amelia Island toward I-95.

As mentioned above, nearly half of Nassau County
residents reside in the Amelia Island/Fernandina
Beach area while interior Nassau County remains
fairly rural with significant pockets of poverty and few
services or cultural offerings.
A snapshot of residential closing data for the three
northernmost coastal Jacksonville MSA counties
(Nassau, Duval and St Johns) from 2002 through 2010 is
provided for reference.
EXHIBIT 5
PEAK TO TROUGH ANALYSIS – CLOSING TRANSACTIONS
Change
Peak
Year
#
Low
Year
Change
#
from
Peak
2010
#
from
Low
from
Peak
76%
8%
54%
-69%
-55%
-57%
Three County Area*
Lots
Single Family Detached
Multi-Family
2005 16,930
2005 38,842
2006 8,357
2008
2008
2009
3,019
16,077
2,345
-82%
-59%
-72%
5,305
17,311
3,602
Nassau County
Lots
Multi-Family
2005
2005
2006
2009
2008
2009
289
934
113
-85%
-61%
-79%
901
918
337
1,983
2,399
551
212% -55%
-2% -62%
198% -39%
* Includes Nassau, Duval and St Johns Counties.
Source: Metro Market Trends; Permar Inc.; March 2011.
Page 15
−
−

New and resale residential closings (including lots,
single family and multi-family homes) peaked in 2005
at approximately 63,900 transactions.
Closings
dropped year over year to 22,000 closings in 2008, a
66% decline from peak. Closings recovered slightly
in 2009 and 2010. There were a total of 26,200
residential transactions in 2010, a 19% increase from
2008.
2010 transactions were 40% below 2002, the year
before the run-up began.
Nassau County closings peaked in 2005 at 4,800 and
then fell 72% to only 1,350 closings in 2009. There were
approximately 2,200 closings in 2010, a 59% increase
from 2009.

Nassau County average residential closing prices peaked
in the 2006 – 2007 period, before falling to lowest
average prices since 2004 in 2010.

Amelia Island Plantation closing trends mirror that of the
region. Total transactions peaked in 2005 with 253
closings and fell 84% to only 40 closings in 2009 and 43
closings in 2010.
−
Lot closing prices peaked in 2003 when 13 lots
closed at an average of $734,000 and fell 41% to an
average of $435,000 in 2009. Two lots closed in
2010, one for $72,000, one for $1,650,000.
−
Single-family average closing prices peaked in 2007
at $1.5 million and fell 48% to $761,000 in 2010.
−
Condominium/villa average closing prices peaked in
2007 at $1.5 million and fell 51% to $700,000 in 2010.
EXHIBIT 6
PEAK TO TROUGH ANALYSIS – AVERAGE CLOSING PRICE
Peak
Year
Avg. $
2010
Avg. $
Change
from Peak
Three County Area*
Lots
Multi-Family
2006 $88,562 $42,116
2006 $236,163 $161,703
2007 $269,793 $125,555
-52%
-32%
-53%
Nassau County
Lots
Multi-Family
2006 $143,700 $34,733
2007 $306,791 $227,376
2007 $711,002 $245,827
-76%
-26%
-65%
Note: 2010 is low year for all average prices.
* Includes Nassau, Duval and St Johns Counties.
Source: Metro Market Trends; Permar Inc.; March 2011.
Page 16
Tourism Overview
Amelia Island area occupancy rates
Jacksonville area and Nassau County.
Relevant websites:
outperform
the
http://www.opportunityjacksonville.com/
Jacksonville Chamber of Commerce

According to a 2008 study by The Haas Center/University
of West Florida, Amelia Island welcomes approximately
465,000 overnight visitors annually.
http://www.visitjacksonville.com/
Jacksonville & the Beaches Convention and Visitors Bureau

The average length of stay is 3 nights; the average party
size is 3.1 people.
http://www.ameliaislandtdc.com/
Amelia Island Tourist Development Council

There are approximately 4,000 accommodation rooms on
Amelia Island; 43% hotel rooms and 28% condominiums.

According to Smith Travel Research data, 2010 average
occupancy rate of Amelia Island hotels was 54%, up from
51% in 2009, but below 2007 and 2008 occupancy levels
(62% and 57% respectively). Occupancy rates peak from
July through October.

For January and February 2011, an out of season period,
the Omni Amelia Island Plantation realized an occupancy
rate of 45.2% while ADR increased 67.4% from the same
period in 2010.

Amelia Island Plantation is a drive-to destination, with key
visitor feeder markets accessed via I-95 and I-10
including Georgia, particularly Atlanta, Florida, Texas,
and North and South Carolina.
http://www.islandchamber.com/
Amelia Island/Fernandina Beach/Yulee Chamber of Commerce
Page 17
B. AIP Overview
As the sun sets across these marshes and rises again only to
reflect its beauty upon our ocean, we must never forget that our
obligation is to protect and maintain this small slice of heaven we
call home….Amelia Island Plantation.
May it never change.
~ G. William Nixon
“Amelia Island Plantation – The Second 10 Years”
Amelia Island Plantation – Historical Perspective
A brief history of Amelia Island Plantation follows with
additional history provided in Sections 3 through 7.

Amelia Island Plantation has reached a key inflection
point in its history. After being developed mostly by a
single-entity for 40 years, three organizations are now
responsible for the future of the community – AIPCA, the
Omni, and the Amelia Island Club.
Amelia Island Plantation –Walkway at Drummond Point Park
Currently encompassing 1,350 acres, the Plantation
enjoys a prime coastal location, with three and a half
miles of oceanfront to the east and the Amelia River
Intracoastal Waterway to the west.
Key Milestones

The story of Amelia Island Plantation begins in 1970
when The Sea Pines Company, led by Charles Fraser,
purchased 3,000 acres at the southern end of Amelia
Island for $4.65 million.
Amelia Island Plantation –Beach at Sunrise
Page 18
−
Many of the reasons influencing the Sea Pines
Company to purchase the land remain valid today.
As outlined in “Amelia Island Plantation, The First Ten
Years”, Sea Pines Company purchase rationale
included the following:
o
Availability of a large parcel in single ownership that
basically included the entire south end of Amelia
Island with ocean, marsh, river, and sound frontage.
o
The natural beauty, including dramatic unspoiled
topography and diverse varieties of natural
vegetation and wildlife
o
The challenge the land presented to the Sea Pines
Company, a rare opportunity to confront ecological
planning and design issues in the development of a
complete resort-residential community.
o
The location being within easy access of Interstate
95 and Interstate 10 to the West.
o
The location being within easy reach of Jacksonville.
o
The desirable semi-tropical climate.
o
The growing demand for quality permanent home
and resort development in northeast Florida.
o
The relationship of Amelia Island to the chain of
islands which included Hilton Head, the location of
Sea Pines Plantation.
o
The location of Amelia Island on the Intercoastal
Waterway.
o
The unique historical background and significance of
the area.
“Amelia Island Plantation, The First Ten Years”
~ G. William Nixon
Amelia Island Plantation – Main Entry
Amelia Island Plantation – Oaks and Azaleas in Bloom
Page 19
−
The award winning land plan by McHarg, Wallace,
Roberts and Todd optimized the fit between the manmade and natural environments. This philosophy of
being in harmony with nature has been the guiding
force for 40 years.
−
1973 brought the construction of many community
facilities, included the Tennis House, the Beach Club,
and the first 18-holes of the Amelia Links, designed
by Pete Dye.
−
The Amelia Island Plantation Architectural Review
Board was established in 1973.
−
The Amelia Island Plantation Community Association
was also organized later that year, responsible for
providing common area maintenance, emergency
services (fire, rescue, ambulance) signage, security
and general administration services for the
Association.
o
Viewing platform at Sunken Forest
In 1974 the Company agreed to provide the
services authorized for the Association to
undertake, and also the necessary management
services, with the Association making payment at
the cost actually incurred by the Company.
−
1974 – Amelia Island Company announced it was
working with major lenders to secure longer lines of
credit to the company.
−
1975 – A limited club (no club house, etc.) was
formed.
Racquet Park Tennis Courts
Page 20
−
1976 – Amelia Island Company announced it was
working on an agreement with its financial institutions
to provide a financial support system for the
Plantation.
o

−
1998 – The resort expanded to 54 holes of golf,
added a 249-room oceanfront in and expanded the
conference space to 49,000 square feet.
−
1998 – Osprey Village was formed and is owned and
operated by Senior Living Communities Maxwell
Group, Inc. It consists of 130 partial equity owners in
a mixed care senior living community of 94 homes
and 36 apartments/villas. There is also a 44 bed
assisted living facility that is separate from any AIPCA
relationship.
−
Over the first 40 years, the residential community
evolved and currently includes 869 single-family
homes, 160 vacant homesites, and 1,187
condominiums on 1,350 acres.
−
Like most resort communities, AIP’s real estate sales
and resort operation were hard hit during the recent
economic downturn.
In August, the Amelia Island Company filed for
Chapter 11 bankruptcy.
1978 – The resort facilities and undeveloped land was
purchased for $5 million by a group of investors led by
the late Richard Cooper.
−
A revitalization program was implemented including
construction of a conference center, resort
condominiums, a second conference center at
Racquet Park and various renovations and other
improvements.
−
1980 – For 28 years, the Women’s Tennis
Association hosted the Bausch and Lomb women’s
tennis
tournament
which
provided
national
recognition for the resort.
−
1981 – Control of AIPCA Board transitioned from the
master developer to property owners.
−
1987 – Long Point golf course and the Property
Owners Clubhouse opened, expanding golf from 27
to 45 holes.
−
1991 – The Ritz-Carlton Amelia Island opened a few
years after completion of the Golf Club of Amelia at
Summer Beach. The Ritz had a prestigious “halo
effect” on much of the island’s tourism, real estate,
and high-end residential life.
−
o
Total residential closings in the community
declined from 253 in 2005 to just 43 closings in
2010.
o
Nassau County’s top employer, the Amelia Island
Company employed 1,100 people prior to the
recession. Plantation employment decreased to
825 employees in 2009 and is currently at 800
employees.
In 2008, Amelia Island Company announced it was
searching for an equity partner to fund a major
expansion, including an expanded oceanfront hotel
and new marshfront, five-star hotel.
Page 21
−
In November 2009, the Amelia Island Company filed
for Chapter 11 bankruptcy.
o
In May 2010, AIC announced that it had selected
Noble Investment Group as the "stalking horse"
bidder in its reorganization plan, with a bid of
$45.9 million.

In August 2010, Omni Hotels and Resorts offered to
purchase company assets for $67.1 million, topping rival
bidders Noble Investment Group and Starwood Capital.
The Omni bid amounted to a 70% recovery for creditors
collectively owed nearly $100 million.

As part of the bankruptcy proceedings, negotiations were
made to transfer The Amelia Island Club, owned by the
Amelia Island Company prior to the bankruptcy, to the
membership. The Amelia Island Club is now a memberowned equity club.

Omni has announced plans to invest $72 million in Omni
Amelia Island Plantation over the next two to three years
including the addition of approximately 150 oceanfront
rooms, an additional 20,000 square feet of meeting space
adjacent to the existing hotel and conference center,
making Omni the largest conference center facility in
northeast Florida and creating upgraded arrival and
beach club experiences.
Long term plans include
updating other facilities such as the Racquet Club, the
health and fitness center, and the Amelia Links golf
courses.
Omni Amelia Island Plantation – Beach Club
Omni Amelia Island Plantation
Page 22
Current Challenges

The master community association, representing 2,000+
residential property owners as well as the resort and the
Club, was largely unaffected by the bankruptcy and
remains financially sound. However the AIPCA defines
two challenges it is facing:
1. Long-Term: The responsibility for ongoing community
renewal and redevelopment beyond the Omni-owned
assets rests primarily with the master community
association. Due to financial challenges facing the
prior owner in recent years, there is substantive
deferred maintenance and minimal renovations of
facilities have occurred.
2. Short-Term: The range of community management
responsibilities has grown significantly over the past
several years, especially during the bankruptcy.
Community services are currently provided by Omni’s
property management company (Amelia Island
Management). Many of the new responsibilities are
managed by/performed largely by volunteer
residents, a situation which the AIPCA Board does
not view as optimal or sustainable at professional
levels of quality.
The April 2011 Community
Management Best Practices Symposium sponsored
by the AIPCA hosted six similar communities to focus
on near-term challenges in community management.
Page 23
Unique Attributes/Key Differentiators
The Amelia Island Plantation Community Association counts
the following as Amelia Island Plantation’s key differentiators:

Natural Environment – With exceptional tree cover
throughout the community, high dunes lining the
approximately 3 ½ miles of beach, and community
greenspace on the marsh and Intercoastal Waterway,
Amelia Island Plantation enjoys a unique natural
environment.

Fernandina Beach – Accolades for this small, historic city
include Southern Living’s 2010 “Best Small-Town
Getaway” and Coastal Living’s “2010 Top Little Beach
Towns” in the U.S.
Located on the northern end of
Amelia Island, within minutes of the Plantation,
Fernandina Beach enjoys a lively arts scene including the
Amelia Community Theater, art galleries, antiques, as
well as art walks, a weekly farmers market, and various
food and arts-related festivals.

Quality Healthcare – The presence of Mayo Clinic, St.
Vincent’s Health, and Baptist Health is part of the reason
that the Jacksonville area is ranked among US News and
World Report’s “Best Places to Retire”.

Proximity to air service – Amelia Island Plantation is
within a 45-minute drive of the Jacksonville International
Airport, offering 92 daily non-stop flights to 27 cities in the
U.S., including Atlanta, Charlotte, Dallas, Chicago, and
New York.

Proximity to Jacksonville – Offering a broad array of
cultural, art, entertainment and sport venues.
Amelia Island Plantation – ocean view from Sunken Forest
Downtown Fernandina Beach
Page 24
Community Positioning
Wild Dunes
Provided below are key indicators for the current positioning
of Amelia Island Plantation among high-end coastal resort
communities.

Amelia Island Plantation’s competition for resort guests
and real estate prospects are primarily high-end
oceanfront golf resort communities from Charleston,
South Carolina to Northeast Florida.
Palmetto Dunes
Sea Pines
At a minimum, key competitors for real estate and resort
business include:
−
−
−
−
−
−

Kiawah Island
Summer Beach – Amelia Island, FL
Sawgrass – Ponte Vedra Beach, FL
Sea Pines – Hilton Head Island, SC
Palmetto Dunes – Hilton Head Island, SC
Wild Dunes – Isle of Palms, SC
Kiawah Island – Kiawah Island, SC
Like Amelia Island Plantation, these communities are
located in beautiful natural environments.
−
Beach frontage at competitive communities ranges
from over 10 miles at Kiawah Island to 2.2 at Summer
Beach. Amelia Island Plantation has approximately
3.5 miles of beachfront.
−
Kiawah Island leads the competitive set with over 21
miles of biking/nature trails, Sea Pines has 15 miles
of trails, and Wild Dunes has approximately 4.5 miles.
Amelia Island Plantation has 9 miles of trails.
Summer Beach
Sawgrass
Page 25
EXHIBIT 7
COMMUNITY POSITIONING
Development
Summer Beach
Sawgrass
Palmetto Dunes
Sea Pines Plantation
Wild Dunes
Kiawah Island
Total
Develop
Acres
Total
Units
Planned
Date
Sales
Began
Total
Units
Built
Miles of
Beachfront
Miles of
Trails
1,350
571
2,600
2,000
4,500
1,600
4,100
2,200
1,643
3,228
3,755
6,272
2,500
5,000
1971
1986
1973
1969
1956
1975
1976
1,951
971
3,228
3,626
5,890
2,440
3,383
3.5
2.2
300 ft
3
5
2.5
10
9
6
15
4.5
21
EXHIBIT 8
RESORT POSITIONING
Summer Beach
Sawgrass
Palmetto Dunes
Sea Pines
Wild Dunes
Kiawah Island
Hotel
# of Hotel
Rooms
Omni
Ritz-Carlton
Marriott
Marriott; Hilton
Harbour Town Inn
Boardwalk Inn
The Sanctuary
249 (2)
444
532
837
69
93
255
Hotel
Rating AAA Hotel Peak # of Rental
Diamond Rack Rate*
Units
4
4
3
4
4
4
5
$209
$409
$179
$349
$450
$324
$715
480
77
80
1,250
3,200
1,000
1,242
Meeting
Room SF
Space
# of Golf
Holes
Peak Green
Fees (1)
49,000
37,200
56,000
58,000
25,000
21,000
35,000
54
18
36
54
72
36
108
$200
$130
$375
$127
$260
$171
$252
* Weekend rack rate - season varies by resort. With the exception of Sawgrass and Sea Pines, all hotels are oceanfront.
(1) Daily fees for most expensive course at each resort.
(2) Omni plans to add 125-150 suites and 20,000 SF of meeting space, including a 16,000 SF ballroom.
Source: Community Developer Representatives; Permar Inc.; March 2011.
Page 26
Resort Positioning
EXHIBIT 9
RESORT POSITIONING

HOTEL SUMMER 2011 WEEKEND TOP RACK RATE*
According to Omni management, the Omni Amelia Island
hotel most directly competes with Ritz-Carlton Amelia
Island (at Summer Beach) and Sawgrass Marriott in
Ponte Vedra Beach, south of Jacksonville.
−
−

$800
$715
$700
$600
Of all the properties included in the competitive set,
only Kiawah includes an AAA 5-diamond hotel. All
others, with the exception of the 3-Diamond
Sawgrass Marriott, are AAA 4-Diamond hotels.
$500
The Sanctuary at Kiawah Island and Ritz-Carlton
Amelia Island were included among the 500
worldwide hotels on Conde Nast Traveler’s 2011
“Gold List.”
$200
Weekend rack rate for July 2011 among the competitive
hotels ranges from a low of $179 at Sawgrass to $715 for
an oceanfront room at The Sanctuary at Kiawah Island.
The Sawgrass Marriott and the Inn at Harbour Town (Sea
Pines) are not oceanfront hotels, but offer golf and resort
views.
The Boardwalk Inn (Wild Dunes), while steps
from the ocean, also does not offer oceanfront views.
$450
$409
$400
$349
$324
$300
$209
$179
$100
$0
The
Sanctuary
Kiawah
Island
Inn at
Harbour
Town
Ritz
Carlton
Summer
Beach
Marriott Boardwalk
Palmetto Inn/Wild
Dunes
Dunes
Omni
Sawgrass
Amelia
Marriott
Island
Plantation
* Weekend rack rate - season varies by resort. With the exception of Sawgrass
and Sea Pines, all hotels are oceanfront.
Source: Hotel website reservation system; Permar Inc.; March 2011.
GOLF – PEAK GREEN FEES*
$400
$375
$350
Golf & Recreation
$277
$300
$250
$250

While Amelia Island Plantation includes high-quality golf
designed by top golf course architects, the resort is a less
significant golf destination than Kiawah, Hilton Head or
Sawgrass.
$200
$200
$165
$130
$150
$130
$100
$50
$0
Sawgrass
Kiawah
Island
Sea Pines
Amelia Wild Dunes Summer
Beach
Island
Plantation
Palmetto
Dunes
* Green fees for most expensive course at each resort.
Source: Community Golf Course Representatives; Permar Inc.; March 2011.
Page 27

Among these resort communities, only two others have
private golf clubs – Kiawah Island and Sea Pines.
Neither of these two private clubs allows resort guest
play. Amelia Island Club allows Omni 5,000 resort guest
rounds per year, out of a course capacity of more than
30,000 rounds.
−
−

Tennis Magazine’s 2011 list of top 50 US tennis resorts
includes Kiawah Island at #3, Wild Dunes at #6, with
Amelia Island Plantation, Sea Pines and Palmetto Dunes
also highly regarded (those resorts not included in the top
ten are not ranked by the magazine).

Both Amelia Island Plantation’s and Sea Pines’ tennis
facilities have hosted the Family Circle Cup.

Tennis rates at the resort communities range from free of
charge for overnight guests at Palmetto Dunes to $27 per
court per hour at Kiawah Island.
Amelia Island
Plantation’s rates are $15 per day per person.
The current initiation fee at Sea Pines Country Club is
$40,000. Club amenities include 18 holes of golf,
fitness center, indoor and outdoor swimming pools, 2
restaurants and a pub.
Three courses within the competitive set were included in
Golfweek’s 2011 100 Best Resort Courses - TPC
Sawgrass/Players Stadium Course (#9), Kiawah Island
Golf Resort/Ocean Course (#10), and Sea Pines/Harbour
Town Golf Links (#13).
−

The current initiation deposit for Kiawah Island Club is
$150,000. Club facilities include 36 holes of golf, 2
clubhouses with fine dining, bar and grill, 6,000
square foot beach club with 2 swimming pools, indoor
and outdoor dining, 7,000 square foot day spa, and
8,000 square foot fitness facility.

Golfweek also ranks TPC Sawgrass Players course
as the #1 course to play in Florida, TPC Sawgrass
Valley the #24 course. Kiawah Island’s Ocean
Course is ranked as the #1 course to play in South
Carolina, Harbour Town Golf Links is ranked second.
Peak green fees on resort courses range from $375 for
the Players Course at Sawgrass to $130 at both Summer
Beach’s Golf Club at Amelia Island and Palmetto Dunes’
Robert Trent Jones Course.
Page 28
EXHIBIT 10
SELECT SOUTHEAST COMMUNITY GOLF CLUBS
MEMBERSHIP INFORMATION
Club
Amelia Island Club
Amelia Island, FL
Sawgrass Marriott
Ponte Vedra Beach, FL
Type of
Course
Architect
Private (1) Fazio
Resort
Dye
36
McCumber
Littler
18
Semi-priv.
Jones, Fazio,
Hills
Private
equity
Summer Beach
Amelia Island, FL
Golf Club of Amelia IslanSemi-priv.
Palmetto Dunes *
Hilton Head Island, SC
Sea Pines Plantation *
Hilton Head, SC
Sea Pines CC (2)
# of
Holes
18
Golf
Annual
Init.
Dues
Fee
Resident
$50,000
$7,200
-
$2,400
Social
Annual
Init.
Dues
Fee Resident
$30,000 $3,300
-
$500
$17,500 $3,780
$8,750
$2,220
54
$7,500
$4,480
Social
membership not
Duane, Palmer 18
$40,000
$8,460
$6,000
$2,316
Kiawah Island Club
Kiawah Island, SC
Private
Fazio, Watson
Non-equity
36
Kiawah Island Resort
Kiawah Island, SC
Governor's Club (3)(4)
Semi-priv.
Player, Fazio,
Dye, Johnson,
Nicklaus
90
None
$7,300
None
$1,300
Semi-priv.
Fazio
36
$26,000
$4,536
$7,000
$780
Wild Dunes *
Isle of Palms,SC
$150,000 $13,776 $50,000 $5,508
* Data from May 2010.
na: Information not available
1) Amelia Island Club members have priority use of Long Point course. Resort guests can book
tee time on Long Point course 1 day in advance.
2) Recently rebuilt by Clyde Johnston.
3) Membership must be renewed annually.
4) Governor's Club members pay $60 to play the Ocean Course.
Source: Community & Golf Club representatives; Permar Inc.; March 2011.
Page 29
Real Estate

Single-family home sales data shown in the exhibits to
the right reflects current price positioning among these
communities.
EXHIBIT 11
RESORT COMMUNITY COMPARISON
SINGLE FAMILY HOME CLOSINGS 2010*
NUMBER & AVG PRICE (1)
Average Closing Price
# Single-Family Homes Closed
$2,000,000

Historical sales data for single-family homes,
condominiums and lots at these resort communities is
included in the appendix of reference.
120
100
$1,600,000
80
$1,200,000

Based on 2010 closing data, Amelia Island Plantation
experienced the fewest sales among these communities,
with 27 homes closed at an average price of $761,100.
Wild Dunes experienced the second fewest number of
single-family home closings with just 29 homes closed at
an average price of $941,000.
−

In contrast, Kiawah Island closed 105 single-family
homes at an average price of $1.8 million, while Sea
Pines experienced 109 closings at an average price
of $854,000. Palmetto Dunes experienced 48
closings at an average price of $1.6 million.
Buyers within all of the communities are dominated by
second home buyers and retirees.
−
AIPCA estimates that approximately half of Amelia
Island Plantation’s owners are second-home owners
– either those living at AIP on a seasonal basis (three
months or so at a time) or vacation home owners –
and half are full-time residents, primarily retirees.
−
Easily accessed off I-95 and I-10, key feeder markets
for buyers include drive-in markets of Florida,
Georgia, Texas, and the Carolinas.
60
$800,000
40
$400,000
20
$0
0
Kiawah Island
Palmetto
Dunes
Wild Dunes
Sea Pines
Amelia Island
Plantation
* Due to availability of AIP closings, data included is through Oct 31, 2010.
(1) Includes developer and resale closings.
Source: REIS; Coastal Market Research, AIPCA; Permar Inc.; March 2011.
SINGLE FAMILY HOME LISTINGS
LOW & HIGH (AS OF 3.23.11)
Kiawah Island
Sea Pines
Wild Dunes
Palmetto Dunes
Sawgrass
Summer Beach
Current Listing Price
Low
High
$495,000
$11,980,900
$249,000
$8,995,000
$439,000
$6,750,000
$329,000
$4,995,000
$160,000
$3,750,000
$495,000
$2,375,000
$599,000
$1,595,000
Source: Permar Inc.; March 2011.
Page 30
3. AIP CURRENT OWNERSHIP AND MANAGEMENT
RELATIONSHIP & ACCESS RIGHTS

The Amelia Island Club

There are three major entities with ownership and
management responsibilities within Amelia Island
Plantation.
−
−
−
Amelia Island Plantation Community Association
(AIPCA)
Omni Hotels & Resorts (Omni)
Amelia Island Equity Club (AIEC)

Currently, Omni owns and manages all of the resort
facilities and manages most of the AIPCA facilities and
key services.

Ownership and management roles are briefly outlined
below and summarized in Exhibits 15 and 16 on the
following pages. Further detail by entity is included in
Sections 4 to 6.
Management

Omni Hotels and Resorts manages all of the hotel and
resort facilities under their ownership. In addition Omni
owns and manages the villa rental company – The Villas
of Amelia Island Plantation. A total of 238 villa owners,
representing 327 rentable units, are members of AIRPO
– Amelia Island Rental Property Owners, and rent their
homes through The Villas of Amelia Island Plantation.
Another 190 villa owners (126 club members; 64 nonclub members) rent their villas through outside rental
management companies.

Although property owners have had the majority vote on
the AIPCA board for 30 years, Omni, like the Amelia
Island Company before, employs the staff performing
management for the community association (through
Amelia Island Management), as well as for 30+ individual
neighborhood associations and condominium regimes
within the Plantation. The 30+ member security force
reports directly to the AIPCA Board, with payroll and HR
administration provided by Omni.

As did Amelia Island Company, the “successor” company
(Omni) retains control of the Architectural Review Board.
For the life of the community, the AIPCA has held only a
volunteer, non-technical advisory position on the ARB.

The Amelia Island Club facilities - Long Point Golf Course
and Clubhouse and the Ocean Club are managed
through contract with Heritage Golf Group. In addition to
managing courses and clubs, Heritage Golf Group also
owns several golf clubs throughout the Southeast.
Ownership
AIPCA

AIPCA’s ownership includes 109 acres including four
buildings, four parks, nearly 20 miles of roads, 9 miles of
trails, six lagoons and related drainage, three miles of
beachfront and barrier sand dunes and miscellaneous
smaller parcels.
Omni Hotels & Resorts

Omni purchased Amelia Island Plantation’s resort assets
in August 2010. The company’s ownership includes the
249-room oceanfront hotel and conference center,
welcome center, Racquet Park, Beach Club, 54-holes of
golf, the Ocean Clubhouse, The Spa and Shops, and
approximately 4 to 5 acres of land suitable for
redevelopment.
The Amelia Island Equity Club, a member owned club,
leases to purchase from Omni Hotels & Resorts the 18hole Long Point Golf Course, Long Point Clubhouse and
The Ocean Clubhouse.
Page 31
well as the resort’s Beach Club, a popular space
for sunning, swimming, and beach access.
Access Rights (Post Bankruptcy)

Exhibit 15 lists Amelia Island Plantation facilities,
ownership and management of each facility, and
indicates which groups have access to each facility.
−
Facility access at Amelia Island Plantation allows hotel
guests, AIRPO villa guests, and non-property owner Club
members access to several facilities not currently
available to non-Club property owners.
−
Further, non-Club member property owners,
which the AIPCA estimates at approximately 20%
of property owners, have access to the beach
through 3 access points, only one with minimal
parking, but do not have access to beachfront
facilities (clubs, restrooms, etc.).

In addition, Omni is prohibited from selling golf rounds on
the resort courses to anyone residing in the “restricted
area” – which includes non-club members in Amelia
Island Plantation, as well as the neighboring communities
located south of the Amelia Island Airport.

Although many of the restrictions have long been in place
the “new day” was greeted with strong reactions from
property owners.
−
For many years, property owners had developed
a general sense of entitlement to nearly all
amenities, whether Club or resort.
−
During the pre-bankruptcy period The Amelia
Island Company began to require Club ID cards at
the Health & Fitness Center and gates were
erected to restrict access to the Club’s pool as

When the new equity club was formed postbankruptcy, it tightened restrictions on usage of
the clubhouses and tennis facilities. This meant
long-standing social groups could no longer use
Club facilities for their gathering unless all
members of the group were Club members.
While most have accepted the new arrangements, two
vocal minorities remain. Some property owners who are
not Club members continue to appeal to the Community
Association to “restore their rights” – or at a minimum, to
negotiate a la carte (pay as you go) pricing with Omni for
various amenities. On the other side, property owners
concerned about maintaining the Club’s value proposition
argue for greater exclusivity and firm enforcement of
rights for Club members. The AIPCA attempts to seek a
middle ground, arguing for an increased sense of civility
and community while maintaining that the Club’s success
is an integral part of maintaining property values and
lifestyle.
Page 32
EXHIBIT 12
CURRENT AIPCA OWNERSHIP
Page 33
EXHIBIT 13
CURRENT OMNI AND AMELIA ISLAND CLUB OWNERSHIP
Page 34
EXHIBIT 14
AMELIA ISLAND PLANTATION, RESORT FACILITIES RESTRICTED AREA
Page 35
EXHIBIT 15
AMELIA ISLAND PLANTATION
FACILITIES AND AMENITIES BY OWNERSHIP AND USAGE RIGHTS
Access
Club Members
Facility
Property Owner Clubhouse
Multi-use space, 4,234 s.f. portion of building
on Oak Marsh golf course. Daily dining and
catered parties
Walker's Landing
6-acre marshfront park, 5,489 s.f. event
building, kayak storage, boat ramp/dock, trails
Major Repair
Map
& Maint.
Property
†
Key Ownership Management
Funding
Owner
AIPCA
2
AIPCA
Omni - AIM
√
operating &
20%
capital budgets
discount
NonProperty
Owner
0
Non-Club
Member
Property
Owners
√
Hotel
Guests
0
AIRPO
Guests
0
Outside
Rental
Guest
0
General
Public
0
13
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√ (3)
√
√
√
√
0
Drummond Point Park
6-acre marshfront park with basketball court,
play area, trails & boardwalks
6
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√
√
√
√
√
0
Sunken Forest
1 acre oceanfront park
10
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√
√
√
√
√
0
Willow Conservancy
2-acre wildlife sanctuary with natural trail and
environmental signposts
14
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√
√
√
√
√
0
Aury Island
Lakefront play area and park
4
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√
√
√
√
√
0
AIPCA
Omni - AIM
AIPCA
operating &
capital budgets
√
√ (4)
√
√
√
√
0
AIEC Heritage Golf
Group
Club Capital
Improvement
Fund
√
√
0
Limited
access
Limited
access
Limited
access (1)
AIEC Heritage Golf
Group
Omni LPA**
AIEC Heritage Golf
Group
Club Capital
Improvement
Fund
Club Capital
Improvement
Fund
√
√
0
Limited
access
Limited
access
Limited
access (1)
0
√
√
0
0
0
0
0
Beach Access
3 access points throughout the community*
Golf - Long Point Course
18 holes - marsh, ocean, greenways
9
Omni LPA**
Long Point Clubhouse
Restaurant, locker rooms
9
Omni LPA**
Ocean Clubhouse
2 restaurants, swimming pool, locker rooms,
event space
17
0
Page 36
EXHIBIT 15, continued
AMELIA ISLAND PLANTATION
FACILITIES AND AMENITIES BY OWNERSHIP AND USAGE RIGHTS
Access
Club Members
Facility
Golf - Amelia Links (Ocean Links & Oak Marsh)
36 holes of golf
Beach Club
Swimming pool, restaurant
Dunes Club
Swimming pool, snack bar
Map
Key
2
Major Repair
& Maint.
Funding
Ownership Management
Omni
Omni
Omni
Property
Owner
√
NonProperty
Owner
√
Non-Club
Member
Property
Owners
0
Hotel
Guests
√
AIRPO
Guests
√
Outside
Rental
Guest
(1)
General
Public
√ (5)
5
Omni
Omni
Omni
√
√
0
√
√
(1)
0
7
DCHC
Omni
DCHC
√
√
0 (2)
√
√
(1)
0
12,2,1
Omni
Omni
Omni
√
√
(1)
√ (6)
12
Omni
Omni
Omni
√
20%
discount
√
√
Racquet Park
23 Har Tru courts, pro shop
√
20%
discount
√
0
√
√
(1)
0
Health & Fitness Center
Indoor pool, exercise and weight room, cardio
equipment, etc.
12
Omni
Omni
Omni
√
√
0
√
√
(1)
0
The Shops at Omni AIP
The Spa
Harrison's Mercantile
Signature Shop
Resort to Home
Nature Center
Kids Camp Programs
Falcon's Nest
Marche Burette
Amelia Wheels (Bike, etc. rentals)
11
Omni
Omni
Omni
√
√
√
√
√
√
√ (7)
20%
discount
20%
discount
Omni Resort Restaurants
Verandah; Amelia Links; Inn:Sunrise Café,
Ocean Grill, Lobby Bar
Airport Shuttle
Transportation to and from airport
Omni
Omni
Omni
√
0
√
√
√
√
0
Tram Service (within AIP)
Dropoff/pickup points throughout AIP
Omni
Omni
Omni
√
√
0
√
√
0
0
†
*
**
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Map key refers to Exhibit 1.
Club members can access beach via Ocean Clubhouse; Oceanfront condominium owners can access beach via condo access points.
Operated by the Amelia Island Equity Club under a Lease Purchase Agreement (LPA) with Omni.
Guests have access if rental property owner is a club member and an amenity card has been purchased.
Dunes Club villa owners & Long Point property owners have access.
Have access to the park but cannot rent the facility.
Via the Ocean Clubhouse only.
Can make tee time reservations 24 hours in advance (primarily Ritz Carlton guests)
Verandah only
Does not include Amelia Wheels
AIPCA = Amelia Island Plantation Community Association; AIEC = Amelia Island Equity Club; AIM = Amelia Island Management; DCHC = Dunes Club Holding Company
Source: AIPCA, Amelia Island Club, Omni Amelia Island Plantation; Permar Inc.; March 2011.
Page 37
EXHIBIT 16
CURRENT MANAGEMENT STRUCTURE
Note: all entities are members of the Amelia Island Plantation Community Association (AIPCA)
Page 38
4. AIPCA
Background & Existing Conditions

The Amelia Island Plantation Community Association is
currently in a state of evolution as it is now in a position to
redefine roles and responsibilities and assume greater
control over on-going community functions.

AIPCA is a 501 (c) (4) community association, a Florida
Statues Chapter 720 homeowners’ association, created
and governed by a Declaration of Covenants and
Restrictions for Amelia Island Plantation.

Incorporated in May 1972, AIPCA’s legal and fiduciary
obligations under Florida State Law are to ensure longterm success for members as well as to protect lifestyles
and property values.

Aury Island
All owners of real property in AIP are required by the
Covenants to accept membership in AIPCA. There are
currently 1,770 members (some members own multiple
properties):
− 1,187 condominium owners
−
−
−
−
−
869 single-family home owners
160 residential lot owners
130 owners in a mixed care senior living
community (Osprey Village)
Omni Hotel and Resort
Amelia Island Club
A trail at Amelia Island Plantation
Page 39
−
−
−
−
−

4 commercial property owners (independent shops
and restaurants)
2 utility company property owners
1 non-profit organization property owner (Chapel)
1 Governmental organization property owner (Nassau
County)
1 AIPCA which owns 109 acres of land containing
common properties and amenities
−
Aury Island – 1 acre lakefront park with trails, fishing
dock, and playground.
−
Sunken Forest – 2 acre oceanfront property adjacent
to the Resort’s Beach Club that includes a canopy
forest, boardwalk and observation platform.
−
Willow Conservancy – 2 acre live oak forest with
environmental interpretation trail.
−
Beachfront and barrier sand dunes – approximately 3
miles of Atlantic Ocean beach front and barrier sand
dunes. While the sand beach area is public domain
under Florida law, the barrier dunes are fully within
AIPCA boundaries.
The AIPCA currently owns approximately 110 acres of
land within AIP containing common properties and
amenities including:
−
Approximately 20 miles of private roads and 9 miles
of trails; two major bridge structures: one over
Highway A1A and another over Red Maple Lake.
−
Six lagoons and drainage canals within the
community (other lagoons are owned/maintained by
Omni)
−
Walker’s Landing – a 6-acre marshfront property that
includes a 5,500 square foot building for community
and private events, nature trail, boat launch, dock,
kayak storage, and restrooms
−
Other common areas – includes approximately ten
acres of green belt areas between residential
properties, four unmanned security gates, a memorial
garden and various smaller parcels.
−
Property Owners Clubhouse – 1 acre property
fronting the Oak Marsh golf course and marsh which
includes a 4,200 square foot portion of a building for
dining and multi-use. The remainder of the building is
owned by the Omni and houses a pro shop and grill
for the 36-holes of the Amelia Links
−
Security headquarters building at main gate, adjoining
manned security gates and one stand-alone
automated kiosk; 422 square foot security building at
Long Point neighborhood manned gated entry.
−
Drummond Park – 6 acre marshfront park with
playground, basketball court, small pond, nature trails
and boardwalks, and observatory platforms.
Page 40
AIPCA Staff & Management
Staff

Eleven members comprise the Board of Directors, nine of
whom are volunteer property owners elected for
staggered three year terms and two representatives from
Omni Amelia Island Plantation.

AIPCA coexists with 36 autonomous internal associations
(26 COAs and 10 HOAs). At present there are no
governance structures linking the various associations to
AIPCA.

AIPCA maintains informal working relationships with
Omni, the Club, Osprey Village (senior independent living
units), AIRPO (the Omni sponsored villa rental program),
and the 36 COA and HOA presidents.
AIPCA has 15 standing committees as well as focused
Task Forces as needed
−
−
Standing Committees
o Executive
o Finance
o Audit
o Nominating
o Planning
o Common Properties
o Environment
o POC
o Marketing & Communications
o Security
o Infrastructure
o Walkers Landing
o Community Affairs
o Legal Affairs
o Governance & Volunteer Development
2011 Task Forces:
o Covenants
o Community Renewal & Redevelopment
o POC Renewal
o Community Management
o Storm/Emergency Response
Management

All properties within Amelia Island Plantation are
governed by the Covenants enforced by the AIPCA. The
AIPCA also enforces a set of Rules & Regulations for the
entire community.

While the AIPCA is responsible for services such as
security and common services such as landscaping and
maintenance of roads, trails and other common areas;
most of these services are currently provided by Amelia
Island Management (AIM) on behalf of the AIPCA.
−
The AIPCA Board manages the Security Department
and reimburses Omni for payroll and other personnel
related costs. The security department is staffed by
approximately 30 employees, owns 5 patrol vehicles,
and oversees public safety related to some 10,000
vehicles entering weekly through 4 manned entry
gates for public access, and 4 unmanned entry gates
for resident-only access and contractors with remote
gate entry devices.
−
Omni Amelia Island LLC owns and operates Amelia
Island Management (AIM).
Page 41
−
The AIPCA, through AIM, employs 12 shared
employees, representing approximately 6.8 full-time
equivalents and 2 full-time hourly employees who
perform general maintenance. AIPCA also manages
significant vendor relationships for landscaping,
roadwork, and similar services, usually directed by
AIPCA volunteers.
Other

Architectural Review Board – See comments under
“Management” in Section 5: Omni Amelia Island
Plantation

Beyond the Plantation, the AIPCA works actively to be a
good citizen of the greater community.
−
AIPCA maintains active working relationships with the
Nassau County Board of Commissioners, the City of
Fernandina Beach City Council, the Northeast Florida
Regional Planning Commission and ad hoc groups
such as Amelia Island Trails, a local planning group
for public bicycle trails along the east coast of the US.
Amelia Island Plantation residents volunteer with local students
Page 42
technically available for multiple purposes (including
capital projects and new programs and services), the
general understanding among property owners is that the
first $1.5 million will be reserved solely for storm related
emergencies, while amounts over $1.5 million can be
used for other community needs.
Financial Highlights

The AIPCA is funded by annual dues from its members.
−
Commercial property members of AIPCA pay
assessments based on square footage of commercial
buildings and gross retail sales from the prior year.
−
Residential property owners (homes, condos and
lots) pay assessments at a fixed amount that is set
each year by the Board of Directors. Current annual
dues for residential property owners are $1,150 for
single-family homes and condominiums and $575 for
vacant lots. Certain single-family neighborhoods pay
an additional HOA fees for that particular
neighborhood. Condominium owners pay additional
regime fees.

The AIPCA is financially stable. Budget summary for
2009, 2010, and 2011 follows as Exhibit 17.

Total Association annual revenue in 2010 was $3.3
million projected to increase to $3.4 million in 2011. The
resort’s contribution to AIPCA annual revenue is currently
26% ($812,000, which currently includes resort and club
properties), a comparatively low percentage due to the
recent recession and the bankruptcy period.
Contributions of 33% to 40% were more the norm during
prosperous periods. The assessment formula is based
on resort square footage and prior year revenue.

Operating expenses total $2.6 million in 2010 and $2.7
million projected in 2011.

Capital expenditures for 2010 were $893,000 with
$631,000 budgeted for 2011.

The Contribution to Reserve Fund (CTR) is $1.0 million
currently and projected to grow to $1.2 million. This is
funded through a 0.4% of sale price transfer fee paid by
the buyer on all residential sales. Although the fund is

The AIPCA also maintains a $1.5 million line of credit.

As part of the contingency planning during the bankruptcy
period, AIPCA made serious inquiries about possible
financing available for buying certain assets if a Chapter
7 scenario developed.
The Board was pleasantly
surprised to learn that such financing appeared to be
readily available at attractive terms. Principal factors
appeared to be the strength of the underlying collateral
as well as the ability (supported by the Covenants) to
collect regular and substantial assessments.
Page 43
EXHIBIT 17
AIPCA BUDGET SUMMARY FOR THE YRS. ENDING DEC 31
BUDGET
2011
AMOUNT % CHG
ACTUAL
2009
PROJECTED
2010
$ 2,182,736
836,630
25,436
74,750
66,272
$ 2,359,700
804,400
27,100
73,300
68,900
$ 2,395,400
812,100
27,400
75,000
67,200
1.5%
1.0%
1.1%
2.3%
-2.5%
$ 3,185,824
$ 3,333,400
$ 3,377,100
1.3%
$
$
$
OPERATING STATEMENT
REVENUE
Annual Assmts Property Owners
Annual Assmts Company
Annual Assmts Commercial
Walker's Landing
Other Revenue
Total
OPERATING EXPENSE
General & Administrative
Common Properties
Security
Walker's Landing
Clubhouse
Total (excluding depreciation)
REVENUE OVER(UNDER) EXPENSE
707,015
596,023
1,129,348
74,280
63,426
723,400
568,000
1,211,600
83,300
61,600
741,800
591,900
1,250,100
93,000
66,600
2.5%
4.2%
3.2%
11.6%
8.1%
3.6%
$ 2,570,092
$ 2,647,900
$ 2,743,400
$
615,732
$
685,500
$
633,700
$
579,594
$
892,700
$
631,000
APPROPRIATIONS
Capital Expenditures
SELECTED BALANCE SHEET INFORMATION (Year-end Balances)
Operating Cash
Contribution to Reserves Fund
Fixed Assets (net of depreciation)
Member's Equity
$ 1,385,932 $ 1,410,200
$
913,603 $ 1,008,300
$ 3,014,503 $ 3,511,000
$ 3,935,372 $ 4,225,000
$ 1,386,400
$ 1,150,000
$ 3,652,000
$ 4,368,000
Source: AIPCA, March 2011.
Page 44
Communications & Planning

AIPCA communications and planning are nearly 100%
performed by volunteers.

The AIPCA maintains a comprehensive and informative
website for its membership. Plans are to upgrade the
website in the near future.

In addition to a monthly newsletter – Canopy which
includes general and event information, the AIPCA also
publishes four to five email blasts monthly (or as needed)
which focus on AIPCA business and areas of resident
concern. The AIPCA also publishes an annual Owner’s
Guide, a Newcomer’s Package, the Canopy Annual
Manual, storm readiness materials, and other items as
required by its programs and members.

In the planning arena, AIPCA sponsors an annual
workshop attended by a representatives of AIPCA, Club,
Resort, and community interests. Priorities set in this
meeting guide the AIPCA Board in organizing its strategic
activities.

A sample of the Canopy newsletter and recent email
blasts relevant to the ULI initiative are included in the
Appendix.
Relevant Websites:
http://www.aipca.net
Amelia Island Plantation Community Association
Temporary login Username: taskforce
Password: taskforce
Page 45
Future Plans

With the Plantation’s core assets emerging from
bankruptcy, the AIPCA is in a redefining moment, reexamining roles and responsibilities with a new resort
owner.

AIPCA’s new role may involve assuming some
responsibilities traditionally held by the Amelia Island
Company.

As part of the April Symposium with community
association
volunteers
and
professionals
from
communities identified as relevant by the Community
Management Task Force, the AIPCA is looking at
community management best practices to implement at
AIP.

The Symposium, the ULI Panel, and ongoing community
meetings and workshops are important elements of the
AIPCA process to develop a strategy for managing the
community association going forward.

Alternatives under consideration include:
−
Property Owner Clubhouse
Hiring Professional Staff. AIPCA is considering hiring
professional community association management
staff to either manage internal employees for
maintenance, security, etc., or manage the
relationship with outside management companies –
such as AIM.
Walker’s Landing
Page 46
−
Increasing ARB Role. Currently controlled by Omni,
the AIPCA is interested in transitioning that role to the
AIPCA. A phased transition process might include
first controlling residential renovations and teardowns,
followed by all residential, and after several years the
entire ARB process (residential and commercial).
−
Updating Covenants. Current covenants are 600
pages, and nearly 40 years old. The AIPCA is in the
process of having outside counsel review the
documents for compliance with current laws and
regulations and to recommend areas of the document
that can be updated, consolidated and clarified. The
documents are also being digitized.
o

Any changes to the documents would require a
super-majority vote (75%) of AIPCA members
attending a duly called and convened meeting.
Heron Oaks
AIPCA is also exploring ideas to improve gathering
places for the community as a whole, with possible
investments in the Property Owner Clubhouse and
Walkers Landing.
Ocean Club Drive
Page 47
5. OMNI AMELIA ISLAND PLANTATION

Omni Hotels and Resorts purchased the resort assets of
Amelia Island Plantation in September 2010.
−
Omni owns and operates 40+ hotels and resorts
across North America.
−
Omni’s Vision is that it “will be a global, four-diamond
hotel company offering consistent products and
services in key business and leisure destinations.
Our growth will be achieved through hotel ownership,
management, and selective franchising. We will be
known for our innovation, exemplary service and
superior financial performance.
Omni Hotel &
Resorts is committed to being the employer of choice
in the hospitality industry.”
Entrance to AAA 4-Diamond Omni Amelia Island Plantation
Ownership

The $67.1 million Amelia Island Plantation purchase
includes:
−
The 249-room oceanfront hotel, with lobby bar and
two restaurants
−
49,000 square foot conference center adjacent to the
hotel
−
Welcome center outside the main gate which
currently includes hotel and villa guest check-in and
Omni resort and real estate offices
−
Racquet Park which includes 23 Har Tru tennis
courts, a restaurant, meeting and conference facilities
and a combined tennis pro shop and health and
fitness center including an indoor swimming pool,
weight training, cardio facilities group classes and
locker rooms with a combined area of about 20,000
square feet.
Page 48
−
Beach Club with oceanfront pool, dining and bar.
−
The Spa and Shops at Amelia Island Plantation,
accessible from outside the gate and including 82,400
square feet of commercial space.
−
The 36-hole Amelia Links which includes Oak Marsh
and Ocean Links golf courses and a Clubhouse on
Oak Marsh, an 5,700 square foot portion of a building
(in which the other portion is owned by AIPCA)
−
Long Point Golf Course and Clubhouse which are
both leased to the Amelia Island Equity Club under a
lease- purchase agreement with Omni
−
The Ocean Clubhouse – beachfront clubhouse with 2
restaurants, event space, locker rooms, and
swimming pool, also leased to the Amelia Island Club
under the lease-purchase agreement
−
−
The company plans to continue
management services through AIM.
providing
The Spa and Shops at Amelia Island Plantation
Approximately 4 to 5 acres of land suitable for
development or redevelopment near the Racquet
Park.
Management

Omni also owns and operates the community
management, real estate sales, and villa rental
companies at the Plantation, all previously operated by
Amelia Island Company.

Omni’s Amelia Island Management (AIM) provides
property management services for AIPCA, as well as for
25 condo regimes and 7 neighborhood associations
within Amelia Island Plantation.
−
AIM also provides management services for 18
property owner associations outside the gates.
Omni Amelia Island Plantation- Racquet Park
Page 49

Omni currently has 327 villas (238 owners) in their rental
program (AIRPO). An additional 190 villa owners rent
their units themselves or with outside rental companies.
−
Those renting their villas through Omni’s Villas of
Amelia Island are required to be members of the
Amelia Island Equity Club. Villa guests of these units
have access to all resort facilities.
−
Currently, Omni also allows villa guests renting villas
outside their rental program access to resort facilities,
provided the villa owner is a club member and the
guest pays an amenity use fee. However, this is
subject to, and likely to change.
−
Along with the resort facilities, hotel and AIRPO villas
guests (and those renting club member villas) have
limited access to the Long Point golf course. Resort
guests are allowed to book tee times on the Long
Point course one day in advance.
Property owners not belonging to the club do not have
access to any resort facilities except for facilities open to
the general public and certain restaurants. Property
owners may show their AIPCA card to gain dining
privileges at Sunrise Café, Ocean Grill, and Lobby
Lounge, restaurants within the hotel
−

Condominiums at Amelia Island Plantation
The general public has access to the Verandah, and
can dine at restaurants within the Spa and Shops at
Amelia Island Plantation located outside the gates.
Omni offers an annual pass for limited access to golf,
tennis, fitness and dining, to those living outside the
restricted area (the restricted area includes those
properties south of the Amelia Island airport, Summer
Beach, Brady Point, and of course Amelia Island
Plantation). The annual fee for this pass is $450 for a
family, $300 for a couple, and $200 for a single.
Omni Amelia Island Plantation – Beach Club
Page 50

The Amelia Island Architectural Review Board (ARB) is
comprised of a non-technical AIPCA volunteer, a
professional planner first hired by the legacy company
and now retained by Omni, and a non-resident architect.
While the AIPCA has the responsibility to enforce ARB
decisions and standards, including taking actions to
maintain properties should they fall into disrepair, the
AIPCA has held strictly an advisory position on the ARB
which is the responsibility of Omni as a result of the
bankruptcy stalking horse.
Water Management is another responsibility of Omni.
Omni is coordinating the Plantation’s compliance with the
St. John’s River Water Management District’s directive to
reduce aquifer consumption for irrigation purposes from
200 MM gallons annually to zero within the next five
years.
− A variety of actions are underway, including
improved utilization of Red Maple Lake (primarily
owned by AIPCA), advanced pumping and
telemetry to monitor and re-route water optimally
among the three golf courses and conversion
property-wide to drip irrigation and droughtresistant vegetation.
Future Plans

Omni’s strategy for Omni Amelia Island Plantation is to
enhance its draw as a group destination.
−
The resort guest profile is currently 50% group
business and 50% leisure. Omni’s goal is to increase
group business to 70%.
−
The company projects that they will sell 52,000 group
room nights in 2011, with a goal of 90,000 group
room nights to be reached by 2016.

With a planned additional investment of $72 million,
Omni’s immediate capital improvement plans include:
−
An additional 125 to 150 oceanfront suites, taking the
number of hotel rooms to nearly 400.
−
An additional 20,000 square feet of meeting space,
including a 16,000 square foot ballroom, bringing the
total square footage of meeting space to 69,000.
−
Other proposed changes include a new hotel arrival
with porte cochere, a new lobby with on-site check-in,
and a new beach club with bar and grill and infinity
edge pool overlooking the ocean.

Construction is expected to begin on the additional hotel
rooms, conference space, new hotel arrival and lobby by
Fall 2011, with completion expected in Spring 2013.

Omni also plans to demolish existing hotel/villa check-in,
sales and office building and build a new real estate sales
and villa check-in office outside the gates. Hotel guests
will check-in directly at the hotel.
Relevant Websites:
http://www.omnihotels.com/AmeliaIsland
http://www.aipfl.com/
Villas of Amelia Island Plantation (Omni Rental Program)
Page 51
EXHIBIT 18
OMNI AMELIA ISLAND PLANTATION - OVERALL VISION PLAN
Page 52
EXHIBIT 19
OMNI AMELIA ISLAND PLANTATION – MAIN HOTEL
Page 53
6. AMELIA ISLAND EQUITY CLUB

Prior to the bankruptcy, the club was owned and
operated by The Amelia Island Company. This club was
an initiation deposit club formed in 1995 with a member
Board of Directors that served an advisory role.
−

When the company filed for bankruptcy, club
membership deposits totaling $45 million were at risk.
However, the club was restructured as part of the
Chapter 11 plan of reorganization in August 2010.
Amelia Island Equity Club, Inc. the newly
reconstituted member-owned club was formed.
From September to December 2010, new
memberships were offered at discounted rates.
club
−
Members of the previous company owned club were
given the option to convert their membership to the
new equity club for a fee of $1,500 for Sports
members (Tennis and Social) and $2,000 for Golf
members.
−
These converted members have a 30% refund right
from the day they join the new club. This 30% vests
annually so that after seven years of continuous
membership, they would receive 80% of their original
deposit back at resignation.
−
Initiation deposits varied depending on when the
member joined the club. The initiation deposit for a
full golf membership in the company owned club was
$75,000 in 2009. Only temporary memberships were
offered in 2010 during the bankruptcy.
Amelia Island Club – Ocean Clubhouse
Amelia Island Club – Long Point Clubhouse
Page 54
−
−
−
−
−
−
Any member resigning during the first three years of
the club’s existence is placed on a “non-equity” list,
which also includes all resigned members from the
old club. Refunds to former members on this list will
be made to the extent of the available funds.
New members joining since September 2010 would
receive 50% of their original contribution upon
resignation.
Of the approximately 1,550 members at the time of
bankruptcy, approximately 200 resigned their
membership. These members are eligible to receive
30% of their original initiation deposit.
In addition to the nearly 1,300+ members converting
their memberships to the new member-owned equity
club, the club sold 51 new memberships during the
90 day period of the discounted rate offering.
Initiation fees during this introductory period were
$30,000 for Golf, $20,000 for Tennis, and $20,000 for
Social.
Currently, initiation fees are $50,000 for Golf, $30,000
for Tennis, and $30,000 for Social.
Membership

Eligibility for membership at Amelia Island Equity Club
extends beyond Amelia Island Plantation, including all
owners of property in what is known as the “restricted
area.” In addition to the Plantation, this area includes the
south end of Amelia Island, Summer Beach, and Brady
Point communities.

There are a limited number (50) of "national" and "atlarge" memberships.

The Club currently has 1,386 members. Of these, 504
are Golf members, 63 are Tennis members, and 819 are
Social members.

92% of Club members own property within Amelia Island
Plantation
−
There are 110 Club members who do not own AIP
property.

Of property owner members, approximately 40% or 520
are residents, while 60% are non-residents (780
members).

As part of the agreement, Omni Amelia Island Plantation
will not sell rounds of golf on their resort courses to nonclub members residing in the restricted area (see Exhibit
14).
Club Facilities

Concurrent with the September sale of the assets of
Amelia Island Company to Omni/TRT Holdings, the
Amelia Island Equity Club entered into a lease/purchase
agreement with Omni/TRT for the following facilities:
−
Long Point Golf Course – 18 holes designed by Tom
Fazio
−
Long Point Clubhouse – includes a restaurant The
Grill at Long Point, and men’s and women’s and
locker rooms
Page 55
−
−

The Ocean Clubhouse – Oceanfront clubhouse
including Sea Oats and Sandpiper restaurants,
function space, men’s and women’s locker rooms,
swimming pool and kiddie pool.

The Amelia Island Equity Club has hired Heritage Golf
Group to manage the club operations – Long Point Golf
Course, Long Point Clubhouse, and the Ocean
Clubhouse.

In addition to a General Manager, Heritage Golf Group
currently employs 88 people (approximately 50% are fulltime) at the Amelia Island Club.
The Lease/Purchase agreement is based upon a total
purchase price of $3.7 million, financed over 20
years, at 6% interest.
In addition, as a term of the sale to Omni and the
formation of the new Club, Club members have access
and use rights to specified Omni resort facilities.
−
These facilities include the Racquet Park Tennis
Complex, the Health and Fitness Center, the Pete
Dye-designed Oakmarsh Golf Course, the Pete
Dye/Bobby Weed-designed Ocean Links Golf
Course, the Beach Club, and multiple indoor and
outdoor pools.
−
As part of this agreement, Omni can book 5,000
rounds at the Long Point Golf Club for hotel guests,
and villa guests (provided the villa owner is a Club
member).
Guests playing Long Point are also
permitted to dine at the Long Point Grill.
−
Neither resort guests, nor non-Club member property
owners have access to the Ocean Clubhouse.
Club Management

both Board and non-Board members to monitor
and provide input on Club operations.
Financial Highlights

Club Board members and current management are
confident of the Club’s viability.

Historical Club financial data is not provided. Exhibit 20
shows a budgeted cash flow summary.

Total revenue for 2011 is projected at $9.2 million; $5.7
million from member dues and $3.5 million principally
from green fees, cart fees and other golf revenue and
food and beverage revenue at the two club facilities.

Total expenses including payroll, operating expenses,
cost of goods sold and fixed expenses budgeted for 2011
is $7.8 million.

During the first four month introductory membership drive
in 2010, the club received $3.7 million from conversion
fees, upgrade fees, and membership contributions, net of
resigned list payments.

The Club is funding $5.0 million in deferred maintenance
and capital improvements over the next two years.
Club operations are overseen by an elected, 9 member
Board of Directors.
−
The President of the Board, with consent of the
Board, appoints various committees made up of
Page 56
EXHIBIT 20
AMELIA ISLAND CLUB – 2011 CASH FLOW BUDGET
Beginning Cash
Club Cash Flow
Member Dues
Other Revenue
P&L Revenue
Jan-11
Feb-11
Mar-11
Apr-11
May-11
Jun-11
Jul-11
Aug-11
Sep-11
Oct-11
Nov-11
Dec-11
$4,700,000 $4,529,688 $4,155,896 $4,503,140 $4,631,978 $4,713,899 $4,780,930 $4,992,701 $5,071,325 $4,985,335 $4,743,792 $4,484,777
2011 Total
477,850
187,139
664,989
474,395
271,057
745,452
474,160
358,245
832,405
474,140
409,915
884,055
471,825
339,659
811,484
473,305
269,721
743,026
474,825
384,119
858,944
473,325
241,357
714,682
474,630
205,488
680,118
476,035
303,378
779,413
474,385
264,691
739,076
475,475
243,966
719,441
9,173,084
52,813
165,023
270,893
102,500
591,229
65,788
142,749
274,534
102,500
585,571
95,995
175,127
275,367
102,500
648,988
116,088
225,264
276,192
102,500
720,045
97,815
201,356
289,721
102,500
691,391
76,024
174,030
281,268
102,500
633,823
85,292
200,530
280,178
102,500
668,501
70,878
194,677
272,330
102,500
640,385
56,710
194,780
270,946
102,500
624,935
81,683
202,211
299,391
102,500
685,784
68,529
171,325
268,564
102,500
610,918
66,147
247,475
271,336
102,500
687,459
7,789,029
33,672
40,088
33,672
126,208
33,672
149,745
33,672
130,338
33,672
86,421
33,672
75,531
33,672
156,771
33,672
40,624
33,672
21,510
33,672
59,956
33,672
94,486
33,672
(1,690)
30,000
(12,000)
18,000
30,000
(12,000)
18,000
180,000
(72,000)
108,000
190,000
(76,000)
114,000
170,000
(68,000)
102,000
160,000
(64,000)
96,000
170,000
(68,000)
102,000
140,000
(56,000)
84,000
130,000
(52,000)
78,000
160,000
(64,000)
96,000
30,000
(12,000)
18,000
30,000
(12,000)
18,000
Capital Expenditures
Deferred Maintenance
Initial Capex
Total Capex
(228,400)
(228,400)
(518,000)
(518,000)
(260,500)
(260,500)
(115,500)
(115,500)
(106,500)
(106,500)
(104,500)
(104,500)
(47,000)
(47,000)
(46,000)
(46,000)
(185,500)
(185,500)
(397,500)
(397,500)
(371,500)
(371,500)
(398,500) (2,779,400)
(398,500)
Legal Fees Net
Other Cash Flow
(210,400)
(500,000)
350,000
197,500
(1,500)
(4,500)
(8,500)
55,000
38,000
(107,500)
(301,500)
(353,500)
(380,500)
211,771
$4,992,701
78,624
$5,071,325
COGS
Payroll
Operating Expenses
Fixed Expenses
Total Expenses
Debt Service
Club Cash Flow
Reserves for Initiation Fees
Cash from New Memberships
Payments from Resigned List
Net Initiation Fees
Change in Cash
Ending Cash
(170,312)
(373,792)
347,245
$4,529,688 $4,155,896 $4,503,140
128,838
$4,631,978
81,921
$4,713,899
67,031
$4,780,930
404,067
979,988
(85,990)
(241,544)
(259,014)
(382,190)
$4,985,335 $4,743,792 $4,484,777 $4,102,588
Source: Amelia Island Club, March 2011.
Page 57
Future Plans

The Club is currently implementing $5.0 million of capital
improvement projects over a 27 month period to upgrade
its facilities and address areas of deferred maintenance.

The Ocean Clubhouse is currently undergoing extensive
renovations, including a new pool area, a new upstairs
and downstairs bar, and a refurbished restaurant. These
renovations are budgeted at $1.2 million, and scheduled
for completion in mid 2011.

Upgrades are also underway at the Long Point Pro Shop,
with renovations to Long Point Grill expected within the
next two years.

Cart path, pump and irrigation improvements are
occurring at Long Point Golf Course.
Ocean Clubhouse Renovation
Relevant Websites:
www.ameliaislandclub.com
The Amelia Island Equity Club
www.heritagegolfgroup.com
Heritage Golf Group
Page 58
7. ENTITLEMENTS

The Amelia Island Plantation planning and development
process was initiated in 1969, prior to Nassau County zoning
laws and State of Florida Development of Regional Impact
(DRI) land use controls. Over time, both processes were
applied to select areas of the Plantation in a series of site
specific land use control formats. A summary of each area
follows:
Use Type
Single Family D.U.
Multi-Family D.U.
Hotel Rooms
Commercial G.S.F.
Office G.S.F.
Resort Support G.S.F.
Planning and Regulatory Agreement (Phase 1)

In 1983, an agreement was structured that vested 600
single family dwelling units, 1600-1800 multi-family
dwelling units and a variety of amenities, commercial and
support service uses.

Through a series of four amendments, the most recent of
which was approved in December 2006, greater clarity
was established for type, density, and size of all principal
uses. Specific criteria were established to govern the
ability to achieve maximum allowable use types and the
potential for land use exchange.

Remaining
Entitlements
3
145
351
54,596
11,500
112,719
In 1984, an agreement was structured with Nassau
County to establish an Amelia Island Plantation PUD.
Through a series of seven amendments, the most recent
one of which was approved in January 2007, the PUD
was consolidated into five PUD Parcels which designate
specific uses. It is important to note that the number of
units and area allowances can be used in any PUD
Parcel allowing the use.
PLM West (Long Point)

In 1985, this area was entitled for 800 dwelling units of
which 190 single family lots have been developed in
concert with the private Long Point Golf Club.

Through a series of revisions to the original entitlement
standards, 130 dwelling units were eliminated from
allowance leaving a balance remaining of 480 dwelling
units. These may be considered for the Long Point area
or located within a ½ mile radius of Long Point and must
meet the build-out date of December 31, 2015.
There is no build-out date impact on future development.
Additionally, there is flexibility to convert one use type to
another within certain performance criteria.
The remaining entitlements are outlined in the following
table:
Page 59
Dunes Club

In 1985, this area was originally approved for 450
dwelling units, 40,000 sq. ft. of commercial/retail, and four
holes of golf. 275 dwelling units, no commercial and four
holes of golf have been developed to date.

There remains a 1-acre tract of land adjacent to the 14th
tee box of the Long Point Golf Course available for
development.
Plantation Park (Osprey Village)

In 1996, a prior entitlement was amended to allow 198
dwelling units for a life care center and five holes of golf.
−
A life care center, consisting of 94 single family
dwelling units, 36 villas and 44-bed assisted living
facility was developed.
−
The five golf holes were also constructed leaving no
additional lands available for development.
Page 60
EXHIBIT 21
AMELIA ISLAND PLANTATION – ENTITLEMENT ZONES
Page 61
contain provisions for architectural review and approval
as well.
8. COVENANTS
The Amelia Island Plantation (the “Plantation”) is subject to
three main covenants and restrictions:

Amendment by Restatement of the Declarations of
Covenants and Restrictions For Amelia Island Plantation,
Nassau County, Florida and Provisions for the Amelia
Island Plantation Community Association, Inc. (the
“Restatement”), recorded in 1974 and replacing original
covenants recorded in 1972. All property owners are
members of Amelia Island Plantation Community
Association, Inc. (The “Community Association”).
−

In early 2011, the Community Association formed a task
force (the “Covenants Task Force”) to review the
covenants and restrictions to determine if changes are
necessary, either due to the lapse of time, change in
governing state laws, or simply changes related to best
practices. The Task Force is also considering changes
that may be desirable because of the new relationship
with a successor to the previous developer, Amelia Island
Company.
−
Of particular focus to the Task Force are issues
relating to architectural review and approval, i.e.
whether that function should now be the
responsibility of the Community Association, and
whether a change in the structure is necessary.
Also the Task Force has considered whether a
right of first refusal in favor of the developer (now
Omni) contained in the Class “A” and Class “B”
Covenants is necessary.
Other issues under
discussion include provisions for short term
rentals, processes for periodic verification of
revenues for commercial assessments, and
assessment formulas in the future, among others
topics.
−
The Task Force has commissioned digitizing the
600+ pages of covenants and restrictions for the
convenience of reading and making changes
when necessary. Residents have also requested
a “simple” version of the covenants.
The
gathering of information, issues, and opinions is
ongoing.
The Restatement identifies common properties within
the Plantation and governs their use and
maintenance; sets forth the various rights and
obligations of members of the Association; sets forth
the responsibilities of the Board of Directors of the
Association; and, provides for the regular and special
assessment of members and the collection of those
assessments.
Class “A” Covenants, April 1, 1972 For Single Family
Detached and Patio Dwelling Areas (Class “A”
Covenants). These covenants and restrictions affect
single family lots and residences within the Plantation
and provide for architectural approval prior to initial
construction or subsequent improvements. Of course,
the typical restrictions relating to nuisance, animals, etc.,
are included.
Class “B” Covenants, April 24, 1972 For Townhouses
And Multi-Family Buildings (Class “B” Covenants). These
covenants are similar to the Class “A” Covenants, and
Page 62
9. SAISSA

Beach renourishment is a challenge in every oceanfront
community. Amelia Island Plantation’s property owners
value the beach dune system and have a long history of
caring for and protecting the uniquely important system.

Being a coastal barrier island, factors such as rise in sealevel rise, hurricanes, summer accretion and long-term
erosion have both positive and negative effects on
Amelia’s beaches.

In 1993, the non-profit organization South Amelia Island
Shore Stabilization Association (SAISSA) was formed
with the sole purpose of developing a strategic plan to
restore and protect the beach on the south end of Amelia
Island.

In 1994, Nassau County created the SAISSA Municipal
Service Benefit Unit (MSBU). The SAISSA-MSBU is a
special taxing district within which assessments are made
by Nassau County to individual property owners
benefiting from the beach renourishment project.
−
Windsong Villas, 1992
The oceanfront boundaries of the SAISSA-MSBU
extend from the southern limit of Burney Park on the
north end to the northern limit of the Amelia Island
State Park on the southern end. Both developed and
undeveloped properties are included.
Page 63
−
Nearly all of Amelia Island Plantation’s properties are
included in this district. The AIPCA is a member of
SAISSA and selects the majority of the organization’s
board of directors.

Since 1993, the shoreline has been renourished with
nearly 5 million cubic yards of offshore-dredged fill sand.

The last major renourishment project was in 2002 when
SAISSA partnered with the Florida Park Service for a $12
million project involving a beach renourishment and
construction of an $8 million rock breakwater and two
rock groins designed to reduce the end loss of beach fill

Beach renourishments are expected to last 8 to 9 years,
and, as such, restoration of the beach is necessary once
again.

The current renourishment project, estimated at $11.2
million and is planned to begin in May 2011, with
completion expected by September.
−
−
Commercial properties within the district pay 13.5% of
the total cost of the project.
The first assessment for the eight year bond will be
billed to approximately 2,200 residential owners in
October 2011. The assessment will vary by property
location and value, with the estimated average
residential assessment ranging from $841 for “west”
neighborhoods to $1,154 for “ocean” neighborhoods.
Amelia Island Plantation Beachfront
Relevant Websites:
www.SAISSA.com
South Amelia Island Shore Stabilization Association
www.olsenassociates.com
Olsen Associates
Page 64
APPENDIX
Page No.

Looking Ahead Presentation by Kate Ligare,
AIPCA 2011 Annual Meeting ....................................A-1

5 Email Blasts from AIPCA
(March 14-18, 2011)................................................A-15

AIPCA Case Study (Summary) for
Bankruptcy Court ...................................................A-29

Select Articles ........................................................A-43

Canopy Newsletter March 2011 .............................A-55

Debrief from Best Practices
Symposium (April 7-9, 2011)...................................A-59
Page 65
−
Potential Development/Re-development Sites
After 40 years the amount of developable land (excluding
teardowns) on Amelia Island Plantation is limited. There are
only a few parcels of open land remaining.
However, looking at the entire south end of Amelia Island,
there is potential for major development in areas near the
Plantation that could affect AIP’s infrastructure, real estate
demand, and quality of life. During the recent real estate
boom, a number of new south end residential communities
were either planned or developed. That activity ceased with
the recent economic and housing downturn. However, once
excess real estate inventory is worked off, it is likely interest
in the south end will again increase with new residential,
resort/boutique hotels, and/or marine facilities likely to be
considered. Areas of interest Include:

Crane Island – 75 acre island west of the Fernandina
Beach airport.

Riverstone property – 50 acres at the south end of
Amelia Island adjacent to the State Park.

The Enclave at Summer Beach – An incomplete
distressed residential community north of the Plantation.

Gerbing and Munacy Roads area – Low density
residential area west of Route A1A.

Amelia River Golf Club – Area south of the Fernandina
Airport with views of the intra-coastal waterway
−
Owned by the City of Fernandina Beach due to its
adjacency to the airport
−
Attractive and popular golf course; prior to the
bankruptcy, was Amelia Island Plantation’s fourth golf
course
−
Now returned to the bank and is operated by Davis
Love Golf Management

Potential for
dwellings.
marina
and
hotel
or
multi-family
Mobile home areas near the south end water treatment
facilities.
It is unknown if, or when, these areas might be developed.
However, if such activity does occur the AIPCA, Club, and
Omni will need to evaluate the potential lifestyle impact,
positive or negative, and implement programs that enhance
the community’s competitive position.
Crane Island
Page 16-A
Page 16-A