From the Task Force
A Message from the DIA/DCC Joint Task Force (Option Agreement/LOI Issue)
This is the text of the Task Force’s October 26, 2026 email to residents. The updated recommendation it describes as attached is posted on this website as Step 5.
Dear Deerwood Neighbors,
You recently received an announcement from the DCC and DIA Presidents about a proposed settlement of the DCC/DIA Option Agreement dispute. That recommendation is the result of negotiation between the two organizations, and we want to provide some additional information to you along with an updated recommendation by the Task Force (attached—eliminates provision on 1999 easement).
The Deerwood Community Solutions Task Force consists of three members appointed by the DIA Board and three members appointed by the DCC Board. We have spent months working through these issues, including the legal questions, financial considerations, history between the organizations, and most importantly, what we believe is in the best long-term interest of the Deerwood community.
Legal situations are complicated, and there is no perfect resolution, short of going back in time so that it never happened. This dispute has been with us in Deerwood since 2021 and has generated significant disagreement, legal expenses, and division within our community. It has led to many heated discussions. Prolonged community disputes and litigation can affect our property values. It is time to find solutions and to work together as a community. The Task Force’s objective was not to determine who is right or wrong. Our objective was to find a fair and practical way for both organizations to resolve the dispute, eliminate the uncertainty and expense of potential litigation, and establish a healthier relationship going forward, so that we can all move on.
After working during the summer on this project, we developed an initial proposal that we believed met those objectives. We worked in good faith, with the best interests of the whole community in mind, and we hope you will trust that work.
Until the DCC and DIA Presidents made their announcement, the Task Force was bound by a non-disclosure agreement and could not discuss its work publicly. Now that the recommendation has been released, we can. Since then, we have received input from the community and have adjusted our recommendation accordingly. The revised recommendation to the DIA is attached to this email.
We have also created a public website with all of the supporting documentation, for those who want more detailed information: http://deerwoodjax.com/loi.html.
The DCC Board has unanimously approved the recommendation. It has received a favorable initial response from the DIA Board, and the DIA Board will take final action only after full transparency and an opportunity for residents to ask questions and be heard, at its open meeting on Tuesday, October 27, 2026, at 5:30 p.m. at the Club.
We are at a fork in the road. We can go in a positive direction, or in a more divisive one. As Lincoln put it, this is a time to be guided by “the better angels of our nature.” We believe in this community and in our future together.
If you have questions, please email Carla Miller at carla.miller.jax@gmail.com or the DIA Board at board@deerwoodjax.com.
With appreciation,
The Deerwood Community Solutions Task Force
Appointed by the DIA Board: Beth Jennison (DIA President), Brennan Merrell, Ken Tomchin, Esq.
Appointed by the DCC Board: Bill Boutwell IV (DCC President), David Heaton II, Carla Miller, Esq. (Facilitator)
Task Force Statement on Details of the Recommendation and Valuation
What is this all about?
For those who are not familiar with the controversy, here is a brief overview, necessarily simplified.
- The Option Agreement. On January 25, 2022, DIA and DCC signed an Option Agreement. Under it, DIA began paying DCC $25,000 a month in February 2022. The payments continued for 20 months, through September 2023, for a total of $500,000. The Option Agreement gave DIA the right to buy the Club if it ever fell into financial trouble or was put up for sale; it was argued that this was to protect the golf course and home values, and this was disputed. (See the Option Agreement on this website for the actual contract.)
- The residents’ lawsuit. A group of residents sued DIA to stop the payments. DCC was not a party to that lawsuit.
- The court’s ruling. On October 31, 2023, the court declared the Option Agreement void because the DIA Board’s vote approving it did not meet the requirements of DIA’s own bylaws, a procedural issue. Because DCC was not a party, the court issued no order against DCC and said nothing about the $500,000 already paid. (See the final court order on the DeerwoodJax.com website for its exact wording and findings.)
- Since then. The dispute over the payments has remained unresolved since 2023. A few attempts were made to settle the situation in 2025 that failed. In June 2026, the DIA and DCC Boards formed the Joint DIA/DCC Task Force to find a resolution, which led to the recommendation now before the DIA Board.
Questions raised about the recommendation
Since the original Task Force recommendation was announced, residents have raised questions about several of its terms. The Task Force reviews all input, as we have for months, and we have reviewed these questions carefully against the September 18, 2026 Task Force recommendation. Concerns about the litigation ban are best answered by the lawyers clarifying these terms in the final contract (see #1 below), and the 1999 road easement provision has been removed from our recommendations. See discussion below. We have attempted to answer other questions raised and will continue to do so.
1. Litigation ban
Section 1 of the recommendation bars DIA and DCC from starting any litigation “in connection with the Option Agreement and related matters,” including its negotiation and execution, and the party that sues pays both sides’ fees “regardless of which party prevails.” Some residents are concerned the wording is unclear about what DIA would be giving up. This is best dealt with by the terms the lawyers draft in the final contract based on these recommendations. (Section 7 of the recommendation provides that a formal contract will be drafted after both Boards approve the terms of the agreement.) The intent is to close the Option Agreement matter between the DIA and the DCC, and the lawyers should draft the final contract to do so.
The following language is proposed for the lawyers’ review:
1.1 Termination and Mutual Release. The Option Agreement is terminated in full. DIA and DCC each release the other from all claims arising from or connected to the negotiation, execution, performance, or termination of the Option Agreement (the “Released Matters”).
1.2 No Further Litigation. Neither DIA nor DCC shall initiate litigation concerning the Released Matters, or become a party to such litigation except as a named defendant.
1.3 Fees. If either party initiates litigation in breach of Section 1.2, that party shall pay the reasonable attorneys’ fees and costs of all parties in that action, regardless of which party prevails.
1.4 Enforcement of This Agreement. Nothing in this Section limits either party’s right to enforce this Agreement.
2. Road easement provision removed
The September Task Force recommendation included a provision noting the existence of the 1999 Easement Agreement between DIA and DCC, recorded in Duval County Official Records Book 9400, Pages 1548–1613. The intent was simply to note that this existing contract is in place, not to add to, change, or delete any of its terms. The provision ended with the words “at no charge,” which caused confusion.
The road easement is a separate matter and did not belong in a recommendation about the Option Agreement. Including it was a mistake. The provision has been removed, and the final contract will contain no language about the road easement. The 1999 Easement Agreement stands as it is, unchanged.
3. Meeting space: the main concession
Use of the Club for meetings is the central benefit of the recommendation to DIA. For 7 years, all official DIA meetings, including Board and committee meetings, can be held free at DCC on Mondays, along with the monthly Board meeting and two large community events a year. The Annual Meeting can be held at the Club free permanently. Only official meetings are covered; unofficial resident gatherings are not.
The meeting rooms alone are worth about $175,000 to DIA. DIA has paid DCC about $25,000 a year for meeting rooms; under the recommendation, it pays nothing for 7 years.
The trailer agreement expires December 30, 2027. DIA will need meeting rooms while it decides on a long-term solution for space, which is the subject of the Casey Williams study. This agreement provides those rooms.
4. CAM office
Under Section 9, the trailer behind the playground remains until December 30, 2027, consistent with the existing 2025 Annual Agreement for Space Utilization. That date exists whether or not this Task Force proposal passes; the proposal does not create this deadline. The Task Force proposal adds DCC’s good-faith commitment to work with DIA on a long-term CAM housing solution.
5. Gum Swamp
Gum Swamp consolidates DIA’s existing holdings. DIA already owns a comparable acreage of Gum Swamp land, so the Board is familiar with the maintenance and insurance that come with it. The recommendation says there is no current intent to sell or develop it and that it remains subject to DIA’s covenants and other governmental restrictions. If under unforeseen circumstances, somehow, someday, DIA sells the parcel, then DCC would share in the net proceeds of that sale. A sale is not anticipated, not desired and most likely never to be approved by governmental agencies. The lawyers drafting the final contract are tasked with appropriate wording to reflect this provision.
6. QR gate fee
DCC has paid or will pay the $2,600 setup fee for the QR-code gate-access system. It was not required to, so the payment is a real contribution to DIA.
Value of the Agreement
DIA does not currently have a legal right to $500,000 from the DCC. DIA holds the possibility of filing a lawsuit with an unpredictable outcome, subject to a time limit for filing (see Statute of Limitations below). The settlement offers certain benefits instead.
| What DIA receives | Value | Basis |
|---|---|---|
| Meeting space for 7 years: all official DIA meetings on Mondays, the monthly Board meeting, the Annual Meeting, two large community events a year | $175,000 | DIA has paid DCC about $25,000 a year for meeting rooms |
| Annual Meeting room after year 7, permanently | $82,500 | $2,500 a year, years 8–40 |
| Lake dredging contribution | $8,333 | Paid or payable by DCC |
| QR-code gate system setup | $2,600 | Paid or payable by DCC |
| DCC pays legal fees to draft the contract | Up to $5,000 | Estimate |
| Total | $275,000 |
Values are approximate, based on past data. Reduced to present value at a 4% annual rate, the total is about $200,000.
In addition, the settlement avoids $150,000 to $200,000 in DIA’s own legal fees for a lawsuit, and up to about $150,000 in DCC’s fees that DIA could be ordered to pay if it lost.
| Benefit | Why it matters |
|---|---|
| Gum Swamp, about 21.5 acres with water rights | Consolidates DIA’s existing Gum Swamp holdings and its water and drainage rights. If it is ever sold, DIA receives half the net proceeds. |
| Access easement to the former JEA water-tower parcel | A possible site for DIA’s own meeting and office building. |
| Boat yard structures permitted | DCC waives restrictions so the boat yard structures can stay. |
| DCC commitment on CAM housing | DCC’s good-faith commitment to work with DIA on a long-term CAM housing solution. |
| Continuing Task Force | A standing liaison to resolve issues early, plus community events for children at the Club. |
| Ending the dispute | Ends a divisive dispute that has been hard on neighbors and can affect property values. |
DIA’s options
Statute of limitations
This issue was extensively discussed by the Task Force, including its two attorneys. If DIA files a lawsuit, there are time limits for doing so, known as the statute of limitations. Florida allows four years, but when the clock started would very likely be contested.
Under one theory, DIA’s $25,000 payments began in February 2022, so the deadline for the first payment passed in February 2026. If each payment started its own clock, about $225,000 is already past the deadline as of October 2026, another $25,000 expires each month, and the entire claim expires by September 2027. If the clock started with the October 31, 2023 court ruling, the full claim could be brought until about October 31, 2027. Which way a court would rule on this is uncertain. Attorneys in a lawsuit would litigate this issue, and the fees for this issue alone would be high.
Bottom line: Legal cases bring many risks and unpredictable outcomes. There is value in resolving this dispute and eliminating those risks.