Grove Resort Community Development District
12051 Corporate Boulevard, Orlando, FL 32817; 407.723.5900
www.groveresortcdd.com

The following is the proposed agenda for the Board of Supervisors meeting of the Grove Resort Community Development District ("District"), scheduled to be held in the Executive Conference Room at 14501 Grove Resort Avenue, Winter Garden, Florida 34787 on Tuesday, March 10, 2020 at 10:00 a.m. A quorum will be confirmed prior to the start of the meeting.
Those who are unable to attend in person may participate by telephone using the information provided below:

Dial-In: Access Code:

1-844-621-3956
790 393 986#

0

pfm

PROPOSED BOARD OF SUPERVISORS' MEETING AGENDA
Open Items
Parking Garage Administrative Matters
Swear in Supervisors: J. Breakstone (sent oath of office 1/31/2020)
Roll Call to Confirm Quorum
Public Comment Period
Consideration of Minutes
August 13, 2019 Board of Supervisors Meeting
November 5, 2019 Landowners Election
January 10, 2020 Board of Supervisors Special Meeting
Business Matters
Consideration of Resolution 2020-03, Setting a Public Hearing Date to Amend the District's Rules of Procedure [Recommend May 12, 2020] (provided under separate cover)
Memorandum of Updated Provisions of the District's Rules of Procedure
Redline of Revisions to Rules of Procedure
Consideration of Matters Related to the FY2018 Property Tax Exemptions
Ratification of Special Counsel Agreements
Status Update
Ratification of Agreement between the District and Paramount Hospitality Management, LLC for Management (Operator) Services
Ratification of Agreement between the District and VGlobalTech Agreement for ADA Auditing Services

Ratification of the Supplemental Assessment Methodology Engagement Letter
Discussion of the Contract and Sale of the Parking Garage (provided under separate cover)
Appraisal (provided under separate cover)
Contract of Sale and Purchase
Special Warranty Deed
Quit-Claim Bill Of Sale And General Assignment
Financial Matters
Consideration of Funding Requests 19-20
Ratification of Payment Authorizations Nos. 60-79
Review of District's Financial Position Other Business
Staff Reports
District Counsel District Engineer District Manager
Appoint an Auditor Selection Committee
Upcoming Meetings

April 14, 2020
May 12, 2020
Supervisor Requests Adjournment

Board Meeting
Preliminary Budget Hearing

0

pfm

Grove Resort Community Development District

Consideration of Minutes

Grove Resort Community Development District

Board of Supervisors' Meeting Minutes Of
August 13, 2019

GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT
BOARD OF SUPERVISORS MEETING MINUTES

FIRST ORDER OF BUSINESS	Call to Order and Roll Call
The Board of Supervisors Meeting for the Grove Resort Community Development District was called to order on Tuesday, August 13, 2019 at 10:03 a.m. at the offices located at 14501 Grove Resort Avenue, Winter Garden, Florida 34787. Board Members listed below constituted a quorum:
Board Members present:

Kevin Mays Michael Osborn Dave D'Ambrosio Joshua Breakstone
Also present were: Carol Harris
Jane Gaarlandt
Brent Wilder Sarah Sandy

Board Member Board Member Board Member Board Member

PFM PFM PFM
Hopping Green & Sams

(via phone)

(via phone)

SECOND ORDER OF BUSINESS
There were no public comments at this time.

Public Comment Period

THIRD ORDER OF BUSINESS	Consideration of the May 14, 2019 Board of Supervisors Meeting

The Board reviewed the minutes and had no questions or edits.

ON MOTION from Mr. Breakstone and a Second by Mr. D'Ambrosia, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved the minutes for the May 14, 2019 Board of Supervisors Meeting.

2

FOURTH ORDER OF BUSINESS	Consideration of Resolution 2019-07, Approving a proposed Meeting Schedule for Fiscal Year 2019-2020
District staff recommended the meetings take place on the 2nd Tuesday of each month at 10:00 a.m. Ms. Harris noted that the Board will be alternating between the Executive Conference Room and the Duval Conference Room.

ON MOTION from Mr. Breakstone and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Resolution 2019-07, Approving a Proposed Meeting Schedule for Fiscal Year 2019-2020, as presented.

FIFTH ORDER OF BUSINESS	Review and Acceptance of FY 2018 Audit

Ms. Sandy noted that the District received the audit later from CRI. They were trying to work out issues on Capital Assets that took longer. The Audit was submitted on July 19, 2019 to the State. It was due by the end of June. It was also filed on EMMA. District staff will work with CRI next year to submit the Audit on time.

Mr. Mays asked if there was everything out of the ordinary with the Audit. The District had to get the District Engineer to verify and confirm items related to different Assets. Ms. Sandy confirmed that everything is in proper order now.

ON MOTION from Mr. Mays, and a Second by Mr. Breakstone, with all in favor, the Board of Supervisors for the Grove Resort Community Development District accepted the Fiscal Year 2018 Audit.

SIXTH ORDER OF BUSINESS	Consideration of Supplemental Assessment Methodology Engagement Letter

Ms. Sandy reviewed the assessment methodology engagement letter with PFM.

3

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved supplemental assessment methodology engagement letter, in substantial form subject to confirmation that the fee is contingent on issuance of Bonds.

SEVENTH ORDER OF BUSINESS		Bond Team Financing Funding Agreement

Ms. Sandy presented the Bond Team Financing Funding Agreement.

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved the Bond Team Financing Funding Agreement.

EIGHTH ORDER OF BUSINESS

The Board reviewed the Public Facilities Report

Ratification of Public Facilities Report

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District ratified the Public Facilities Report.

NINTH ORDER OF BUSINESS		Consideration	of	Benchmark Company's Annual Plan

The Board reviewed Benchmark Company's Annual Plan.

ON MOTION from Mr. Mays, and a Second by Mr. Breakstone, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Benchmark Company's Annual Plan

4

TENTH ORDER OF BUSINESS	Discussion of the Contract and Sale of the Parking Garage
Appraisal
Contract	of	Sale	and Purchase
Special Warranty Deed
Quit-Claim Bill of Sale and General Assignment

Ms. Sandy indicated that legal has a sketch. Mr. Mays discussed the appraisal. District staff must follow up with Mr. Osborn and Mr. Mays. This item is tabled.

ELEVENTH ORDER OF BUSINESS	Public Hearing Related to the
Adoption of a Fiscal Year 2019- 2020 Budget
Consideration of Resolution 2019-08,	Annual Appropriations		and Adopting the Fiscal Year 2019-2020 Budget
Partial Budget Funding Agreement by and between Grove Resort COD and Grove Resort and Spa, LLC

Ms. Harris requested a motion to open the public hearing.

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District opened the Public Hearing.

Ms. Harris invited public comment and none offered. Ms. Harris then requested a motion to close the public hearing.

ON MOTION from Mr. Mays, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District closed the Public hearing.

5

The Board reviewed the budget. Ms. Harris requested a motion to approve Resolution 2019-08

ON MOTION from Mr. Mays, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Resolution 2019-08, Annual Appropriations and Adopting the Fiscal Year 2019-2020 Budget

Ms. Harris presented the Partial Budget Funding Agreement by and between Grove Resort COD and Grove Resort and Spa, LLC. It is the same as last year.

ON MOTION from Mr. Osborn, and a Second by Mr. Breakstone, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Partial Budget Funding Agreement by and between Grove Resort COD and Grove Resort and Spa, LLC.

TWELFTH ORDER OF BUSINESS		Public Hearing to Consider Imposition and Maintenance Special Assessments
a) Consideration of Resolution 2019-09,	Assessment Resolution

Ms. Harris requested a motion to open the public hearing.

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District opened the Public Hearing.

Ms. Harris invited public comment and none offered. Ms. Harris then requested a motion to close the public hearing.

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District closed the Public Hearing.

6

The Board reviewed the Assessment Resolution. Ms. Harris requested a motion to approve Resolution 2019-09.

ON MOTION from Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Resolution 2019-09, Assessment Resolution

THIRTEENTH ORDER OF BUSINESS	Ratification	of Requests 17 - 18

Funding

These have already been approved and funded and just need ratified by the Board.

ON MOTION by Mr. Osborn, and a Second by Mr. Breakstone, with all in favor, the Board ratified Funding Requests 17 - 18, subject to review of Funding Request 18.

FOURTEENTH ORDER OF BUSINESS	Ratification	of	Payment
Authorizations Nos. 48-59
This has already been approved and just need ratified by the Board.

ON MOTION by Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board ratified Payment Authorizations Nos. 48-59

FIFTEENTH ORDER OF BUSINESS	Review	of	District	Financial
Statements
Ms. Sandy stated that unless requested she does not review the financials.

ON MOTION by Mr. Breakstone, and a Second by Mr. Osborn, with all in favor, the Board voted to accept the financials.

SIXTEENTH ORDER OF BUSINESS	Staff Reports

7

District Counsel - Ms. Sandy updated the Board on legislative changes.
District Manager - Ms. Harris noted that the next meeting is scheduled for September 9, 2019. A Landowners' Election will take place on November 5, 2019. Ms. Harris explained that the insurance provider for the District is requiring the District to have ADA Compliance Audit services in order to be covered for ADA compliance claims in the future.

District Engineer - No Report
Supervisor Requests and Audience Comments
There were no Supervisor requests or audience comments.

SEVENTEENTH ORDER OF BUSINESS	Adjournment
There were no other additional comments. Ms. Harris requested a motion to adjourn.

ON MOTION by Mr. Breakstone, and a Second by Mr. Osborn with all in favor, the Tuesday, August 13, 2019 Board of Supervisors Meeting was adjourned.

Secretary I Assistant Secretary	Chairman / Vice Chairman

8

Grove Resort Community Development District

Landowner's Meeting Minutes Of
November 5, 2019

MINUTES OF MEETING
GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS' ELECTION
Tuesday, November 5, 2019 at 10:18 a.m.
14501 Grove Resort Avenue, Winter Garden, FL 34787
Present:

Kevin Mays Carol Harris Sarah Sandy

FIRST ORDER OF BUSINESS

Landowner Proxy Holder PFM Group Consulting, LLC
Hopping Green & Sams	(via phone)

Call to Order

At approximately 10: 18 a.m., Ms. Harris called to order the publicly noticed Grove Resort Community Development District Landowners' Meeting.

SECOND ORDER OF BUSINESS	Appointment of Chairperson and
Secretary for the Purpose of Conducting the Landowners' Meeting

Ms. Harris was designated as Chair of the Landowners' Election.

THIRD ORDER OF BUSINESS	Identification of Landowners and
Landowner's Proxy Holder and Determination of Number of Voting Units Represented or Assigned by Proxy

District staff did not have a proxy form and took a briefrecess at 10:_ a.m.

The meeting was reconvened at a.m. During the recess, District staff received the proxy forms from the landowners
Ms. Harris identified Kevin Mays as a landowner's proxy holder for Grove Resort and Spa, LLC, Grove Resort and Spa Developer I, LLC, and Grove Resort and Spa Developer III, LLC.

Ms. Sandy confirmed Grove Resort and Spa, LLC held 25 votes, Grove Resort and Spa Developer I, LLC held 308 votes, and Grove Resort and Spa Developer III, LLC held 255 votes.

FOURTH ORDER OF BUSINESS	Call for Nominations for the Board
of Supervisors and Casting of Votes

Mr. Harris asked Mr. Mays to make nominations for Seat 3, 4, and 5 at this time. Mr. Mays nominated Joshua Breakstone, David D' Ambrosio, and Michael Osborne. Mr. Harris noted that the two persons receiving the most votes will serve 4-year terms and the other nominees would each receive 2-year terms.

Ms. Sandy stated that the ballots from Grove Resort and Spa Developer I, LLC has 308 votes. Mr. Mays reviewed his ballot for Grove Resort and Spa Developer I, LLC, which cast 308 votes for Joshua Breakstone, 308 votes for David D' Ambrosio, and 307 votes for Michael Osborne.

Ms. Sandy stated that the ballots from Grove Resort and Spa Developer III, LLC has 255 votes. Mr. Mays reviewed his ballot for Grove Resort and Spa Developer III, LLC, which cast 255 votes for Joshua Breakstone, 255 votes for David D' Ambrosio, and 254 votes for Michael Osborne.

Ms. Sandy stated that the ballots from Grove Resort and Spa, LLC has 25 votes. Mr. Mays reviewed his ballot for Grove Resort and Spa Developer, LLC, which cast 25 votes for Joshua Breakstone, 25 votes for David D' Ambrosio, and 24 votes for Michael Osborne.

Based on the ballots cast, the Supervisors elected to each seat as:
Seat 3 Joshua Breakstone with 588 votes
Seat 4 David D'Ambrosio with 588 votes
Seat 5 Michael Osborne with 585 votes.

Mr. Breakstone and Mr. D' Ambrosio were elected to 4 year terms and Mr. Osborne was elected to a 2 year term.

FIFTH ORDER OF BUSINESS	Adjournment

Ms. Harris asked if there was any other business or any other comments. Hearing none, the Landowners Meeting was adjourned.

Secretary/ Assistant Secretary	Chairman/ Vice Chairman

Grove Resort Community Development District

Board of Supervisors' Special Meeting Minutes January 10, 2020

GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS MEETING MINUTES

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

The Board of Supervisors Special Meeting for the Grove Resort Community Development District was called to order on Friday, January 10, 2020 at 11:00 a.m. at the offices located at 14501 Grove Resort Avenue, Winter Garden, Florida 34787. Board Members listed below constituted a quorum:

Board Members present:

Kevin Mays Michael Osborn Dave D'Ambrosio Noah Breakstone

Board Member Board Member Board Member Board Member

(via phone)

Also present were:

Carol Harris Jane Gaarlandt Mike Eckert Robert Haywood

SECOND ORDER OF BUSINESS

PFM PFM
Hopping Green & Sams
Paramount Hospitality Management

Swear in Dave D'Ambrosia, Mike Osborn, and J. B reakstone if appropriate

Ms. Gaarlandt administered the oath of office to Mr. D'Ambrosia and Mr. Osborn. Mr. J. Breakstone was not present and will be administered the oath of office prior to the next meeting.

THIRD ORDER OF BUSINESS

There were no public comments at this time. FOURTH ORDER OF BUSINESS
2

Public Comment Period

Consideration	of	Resolution 2020-01,	Canvassing	and

Certifying the Results of the Landowners Election

On November 5, 2019 the District was required by Statute to hold the Landowners' Election. In that Landowners Election seats 3, 4, and 5 were vacant. For Seat 3 Mr. J. Breakstone received 255 votes, for Seat 4 Mr. D'Ambrisio received 255 votes, and for Seat 5 Mr. Osborn received 254 votes.

Mr. J. Breakstone and Mr. D'Ambrisio will each serve a 4 year term. Mr. Osborne will serve a 2 year term. Ms. Harris requested a motion to approve Resolution 2020-01.

ON M OTION from Mr. Mays, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Resolution 2020-01 , Canvassing and Certifying the Results of the Landowners Election.

FIFTH ORDER OF BUSINESS		Consideration	of	Resolution 2020-02, Electing Officers

Ms. Harris stated that the current slate of officers is as follows; Noah Breakstone as Chairman, Kevin Mays as Vice-Chairman, Jane Gaarlandt as Secretary, Carol Harris, Joshua Breakstone, Dave D'Ambrisio, and Mike Osborn as Assistant Secretaries, Jennifer Glasgow as Treasurer, Lubna Sikder as Assistant Treasurer. No changes to officer designations were suggested.

ON MOTION from Mr. Mays, and a Second by M r. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved Resolution 2020-02, Electing Officers, as presented .

SIXTH ORDER OF BUSINESS		Consideration of CRI Engagement Letter for Auditing Services

Ms. Harris explained that District Counsel reviewed the Engagement Letter and it is substantially the same agreement as last year. MS. Harris requested a motion from the Board to approve the Engagement Letter so CRI can move ahead with Auditing Services.

3

ON M OTION from Mr. Mays, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved the CRI Engagement Letter for Auditing Services

SEVENTH ORDER OF BUSINESS	Discussion of Ag reemen ts

Mr. Eckert stated currently Benchmark is the onsite Manager for the District. He req uested the Board authorize Termination of the Agreement between the District and Benchmark. Mr. Eckert requested the Board grant authority to the Chairman to enter into a Management Agreement with Paramount Hospitality Management-DRS, LLC.

Mr. Eckert provided the Board with copies of the draft termination and the new agreement with Paramount. The final details are still being negotiated.

ON MOTION from Mr. Mays, and a Second by Mr. Osborn, with all in favor, the Board of Supervisors for the Grove Resort Community Development District authorized the Chair or Vice-Chair to Terminate the Agreement with Benchmark at the appropriate time.

Mr. Eckert stated the second agreement is with Paramount Hospitality Management - DRS, LLC to provide Management Services for the District's properties.

ON M OTION from Mr. Mays, and a Second by Mr. D'Ambrosia, with all in favor, the Board of Supervisors for the Grove Resort Community Development District approved entering into a new agreement with Paramount Hospitality Management- DRS, LLC in substantial form and granting authority to the Chair or Vice-Chair to execute the Agreement at the appropriate time subject to final review by District Counsel.

EIGHTH ORDER OF BUSINESS	Staff Report s

Distric t Coun sel - Mr. Eckert stated historically most of the property owned by a Community Development District when it is used for a governmental purpose is exempt from real estate taxes. In 201 8, the District Manager applied for Tax Exemptions on behalf of the District and they were granted. In 201 9, the District Manager applied for Tax Exemptions on behalf of the District and those exemptions were denied. District Counsel's office learned of this in late December and standard deadlines for contesting denial of the exemptions had expired by the time District Cou nsel was notified.

4

Mr. Eckert presented two documents to the Board. The first document listed the property, the property's description and associated taxes. The second document is a timeline of how the property Taxes were handled in 201 8 and 2019. Mr. Eckert has spoken with PFM, the Chair, and Vice-Chair. PFM has offered to see what they can do in working with the Property Appraiser and Tax Collector to address the issue of the denial of the exemptions and whether there is any recovery or relief the District can obtain. PFM will report back to the Board. The Tax is $426,000.00 on 16 parcels of property. Last year, the District did not have that tax liability so it was not included in the budget.

Mr. Eckert stated it was on a Tax Bill and therefore there is a Tax Certificate Process however the property is government owned and there are limitations on the ability to sell Tax Certificates on government property.

The taxes are due no later than March 31, 2020.

District Ma nag er - Ms. Harris noted PFM collected the documents from her, is setting up meetings, and moving forward with it. Mr. Mays requested an update by next Thursday at noon.

Mr. Mays asked if it was a decision from the VAB to deny the Tax Appeal. Mr. Eckert stated that the Property Appraiser's Office denied the exemption and no action was taken by the District. Mr. Mays asked for the Board to receive a copy. Paramount has a relationship with the Property Appraiser's Office and offered assistance. PFM will take the first approach to figure out the right resolution for this issue. Ms. Harris stated she will make the contact information available to Dr. Fishkind.

Mr. Eckert updated the Board about the Legislative Session. There are companion bills to: eliminate the requirement to have all the meeting materials on the website; allow the District to advertise  on  the website instead of the  newspaper;  and  regarding ethics training.

Mr. Eckert will send the Board the Capital Conversations Newsletter, the next newsletter will come out next week.

Ms. Harris stated when the Board has the next meeting the changes for the Rules of Procedure will be added to the agenda.

Di strict Eng ineer - No Report

Supervi sor Req uests a nd Audience Comm ents

Mr. Mays asked about the Interim District Engineer. Ms. Harris stated he was not included on the invite for the Special Meeting. Ms. Harris stated the District Engineer
would be involved in the financing that m ay occur in the first quarter. Mr. Mays stated at 5

the appropriate time the Engineer's Report will be presented for those expenses and when that offering should happen in order to meet the District's construction timeline.

NINTH ORDER OF BUSINESS	Adjournment
There were no other additional comments. Ms. Harris requested a motion to adjou rn. 

ON MOTION by Mr. Mays, and a Second by Mr. Osborn with all in favor, the Friday, January 10, 2020 Board of Supervisors Meeting was adjourned.

Secretary / Assistant Secretary	Chairman / Vice Chairman

6

Grove Resort Community Development District

Consideration of Resolution 2020-03,
Set the Public Hearing Date to
Amend the District's Rules of Procedure
(provided under separate cover)

G rove Resort Community Development District

Memorand um of Updated Provisions of the District's Rules of P roced ure

I loppi t 1�J C, rec t1 E.1 Sz1n1" 
Attorneys and Counselors

MEMORANDUM

TO: FROM:
RE:
DATE:

Grove Resort Community Development District Board of Supervisors

Michael C. Eckert Sarah R. Sandy

Updated Provisions of the District's Rules of Procedure September 9, 2019 

Please find attached to this memorandum an updated version of the Grove Resort Community Development District's (the "District' s") Rules of Procedure (the "Rules"). Several substantive revisions were made to maintain consistency between the Rules and the current Florida Statutes, incJuding changes implemented in the most recent legislative session, as well as to facilitate greater efficiency in the operation of the District. An explanation of each material change to the Rules is provided below. Minor formatting changes and edits are not discussed. Should you have any questions regarding the revisions to the Rules, please do not hesitate to contact either one of us via e­ mail at MichaelE@hgslaw.com, or SarahS@hgslaw.com, or via phone at 850-222-7500.

Costs Associated With Public Records Requests (Pages 8-9)

Language was added to Rule 1 .2(4) to reflect statutory language regarding calculation of special charges for responding to certain public records requests, and to state that the District is under no duty to produce requested records ifthe requestor has not paid the required costs or has outstanding charges. The language will help minimize expenses incurred by the District in responding to public records requests.

Financial Disclosure Coordination (Page 9)

Rule 1 .2(7) was added to maintain consistency with legislation that was passed during the 2019 legislative session. The rule designates the Secretary as the District's Financial Disclosure Coordinator (the "Coordinator") (unless the District designates otherwise by resolution) and requires the Coordinator to create, maintain, and update certain records and provide them to the Florida Commission on Ethics by certain deadlines. Each Supervisor or other Reporting Individual must notify the Coordinator in writing if there are changes to his or her name, e-mail address, or physical address, and must notify the Commission on Ethics of changes to his or her e-mail address.

Post Office Box 6526	Tallahassee, Florida 32314	119 South Monroe Street, Suite 300 (32301 )	850.222.7500	850.224.8551 fax	www.hgslaw.com

Memorandum to Grove Resort CDD Board of Supervisors September 9, 2019 
Page 2 of 5

Agenda and Meeting Materials (Page 1 1)

Rule 1.3(3) was amended to reflect statutory requirements that the agenda and meeting materials available in an electronic format, excluding confidential and exempt infonnation, shall be made available to the public at least seven days before a meeting, hearing, or workshop. The amended rule also clarifies circumstances in which the agenda may be amended, or additional materials added after initial posting. It additionally specifies which documents constitute "meeting materials.'' Documents that do not meet the definition of "meeting materials" may still be provided to the Board, but will be considered supplementary materials and are not required to be made available to the public before the meeting. Supplementary materials may include, but are not necessarily limited to, the following: financial statements, informational reports, and copies ofreceipts and invoices.

Flexibility for Board Authorization (Page 1 3)

Language was added to Rule 1.3(1 1) to allow the Board to waive fonnal approval or disapproval procedures. This will allow the Board flexibility to use different procedures when necessary and will protect the validity of the Board's actions where there is a technical irregularity, but the Board has otherwise made its decision clear.

Security and Firesafety Board Discussions (Page 1 4)

Rule 1 .3(14) was added to reflect the fact that portions of a meeting which would reveal a security or firesafety system plan or portion thereof made confidential and exempt by Florida law are exempt from Florida's statutory public meeting requirements. Including this rule will clarify the procedures the Board should use to ensure that confidential and exempt information is not made public.

Internal Controls to Prevent Fraud, Waste and Abuse (Page 1 5)

Rule 1 .4 was added to reflect legislative changes enacted in the 2019 legislative session requiring special districts to establish and maintain internal controls to prevent fraud, waste, and abuse. Our office plans to work with the District Manager and auditor to develop the internal controls, which the Board will adopt in the same manner as it does policies.

Notice of Competitive Solicitation (Pages 27 and 36)

Rules 3.1 (3) and 3.3(2)(c) have been amended to state that when a consultant has asked to be provided with notice of the District's competitive solicitations, the District Manager's failure to provide them with a copy of the notice will not give them bid protest rights or otherwise disqualify the District's otherwise valid procurement. This will reduce the District's exposure to potential bid protests and decrease the likelihood of a procurement being considered invalid due to a technical irregularity.

Memorandum to Grove Resort COD Board of Supervisors September 9, 2019 
Page 3 of S

Procedure Regarding Auditor Selection (Page 3 l)
Language has been added to the introductory paragraph to Rule 3.2 to clarify that the District need not use the procedures set out by the Rule for audits required under Chapter 190 of the Florida Statutes, but which do not meet the thresholds of Chapter 218 of the Florida Statutes.
Additionally, the requirements for composition of the Auditor Selection Committee in Rule 3.2(2) have been amended to reflect legislation passed during the 2019 legislative session. Now, at least one individual on the Committee must be a member of the Board; the Chairperson of the Committee must be a member of the Board; and an employee, chief executive officer, or chief financial officer ofthe District may not be a member ofthe Committee but may serve in an advisory capacity.

Contract Periods (Pages 34. 56, and 59)
Rules 3 .2(8)(d), 3.8(5), and 3.9(4) have been amended to set the maximum contract period for auditing services, the maximum renewal period for contracts for the purchase of goods, supplies, materials, and the maximum renewal period for contracts for maintenance services at five (5) years. This will provide greater specificity to guide contract terms.
Suspension. Revocation, or Denial ofQualification (Pages 40-42)
Rule 3.4(3) has been added to specify the procedures to be used if the District wishes to suspend, revoke, or deny a pre-qualified vendor's pre-qualified status. It specifies what constitutes good cause for such suspension, revocation, or denial; the effect of the suspension, revocation, or denial; hearing procedures the District must follow; and factors influencing the time period of the suspension, revocation, or denial.

Protest Bonds (Pages 61 -o2)
Rule 3 .1 1 ( 1 )(c) has been amended to require that both the requirement for and the amount of the protest bond be disclosed in the competitive solicitation documents, and to allow the amount of the bond to be any amount within the limits imposed by Florida law.

Memorandum to Grove Resort CDD Board of Supervisors September 9, 2019 
Page 4 of S

Minor Changes

The following minor changes have also been made to the Rules:

Rule  1. 1(I): This Rule has been amended to clarify requirements for Board members appointed or elected to elector seats. (Page 2).

Rule l. 1(2)(c) and (d): These Rules have been amended to include the words "at least" before the required amounts of the Secretary's or Treasurer's fidelity bonds or employee theft insurance policies to accommodate the possibility of greater amounts. (Page 4).

Rule 1.1(6): This Rule has been amended to include the Florida Constitution as a governing authority on voting conflicts of interest. This change reflects the recently passed Amendment 12 to the Florida Constitution. (Pages 5-6).

Rules I .3(l)(e), (l)(d), (l)(f); and 3.2(9): These Rules were amended to allow inclusion of language substantially similar to that recited in the Rules. (Pages 1 0-1 1 and 34).

Rule 1 .3(6): This Rule was amended to require the chair or vice chair to consult with the District Manager and District Counsel, if they are available, before calling an emergency meeting. (Page 12).

Rule 2.0(12)(d): This Rule has been amended to allow 90 days instead of 60 days for the Board to announce a decision on a petition for variance or waiver of its Rules. (Page 21 ).

Rule 3.0(3)(b): The dollar thresholds in this Rule have been increased to $2,000,000 for a study activity when the fee for such Professional Services to the District does not exceed the increased amount of $200,000, to reflect the current statutory thresholds. (Page 22).

Rules 3. 1 (4)(b), 3.6(2)(c)(ii)6., and 3 .8(2)(k): The word "responsive" has been added to allow the Board to proceed with evaluating and selecting a proposal from the submissions if it receives fewer than three responsive proposals. (Pages 28, 49 and 55).

Rule 3.2(3)(b): "Understanding of scope of work" has been removed from the list ofrequired factors used to evaluate auditing proposals. The District may still include this as an evaluation criterion if it wishes, but it is not required to do so. (Page 32).

Rule 3.2(7)(b): Language has been added to specify that if the Board does not select the highest­ ranked qualified auditing firm, it must document in its records its reason for not doing so. (Page 33).

Rules 3. 5(2)(e) and 3.6(2)(c)(ii)3.: "Reemployment assistance" has been added to the non-exclusive list of subjects of federal labor or employment laws of which violation may render a contractor ineligible to submit a bid, response, or proposal for a District project. (Pages 44 and 48).

Memorandum to Grove Resort COD Board of Supervisors September 9, 2019 
Page S ofS

Rule 3 . 1 I(6}: Language was added specifying that the District may reject all qualifications, proposals, replies, or responses and start the competitive solicitation process anew if all of the bids, proposals, replies, and responses are too high. (Page 63).

Grove Resort Community Development District

Redline of Revisions to Rules of Procedure

 	_	COMMUNITY DEVELOPMENT DISTRICT

_AMRUELNEDSEDOFAPNRDORCEESDTUARTEED
TABLEOF CONTENTS

1.0	ienor« I... . ... ..... ........ . ............ . ., 	,.,..

aurd-o·Su1Jt!fViso ·; <Jlfit;I$�  l111   ........ ................. .. .... .... ...... ..........

he  ·r-Pual'   HlfoAllll¼i  ►H ftl&-l!ffit!t!iH+ 11- ufR.-.woro ·;	lfoi ti;
IHrA  l..Rt!qlliF61ll 'll�· .. ...... ... . . ..... ... . ....... ................ . . .. ...... ..... .... . .... .

�O	4\iletn king-Pn.�.	cl-ingp; . .. . . .. ... . ... ............ . ................. ...... . . .... .. ........... .... .... .. . .. .. ...... .

&go1iati11>U-A<U.......,-..-.. =,.-. ..-..=,..----.l(i
---  . .--llrocetlure- Reg,mlin	ll'tttt)I s ,�ion ....... ....... ....... ......................... , 	30
----�-�ehnse-ot:-l:Rsufflnc;....,..,.=. .-..-. ..=..=. .-..-. ..=..=. .,.,,. ..=..-..=. ..=..=..,=.=...=..=..=. ..=. .=. .=. ..':'!',.,,.,.=..,..=·..-.=. ..=· ·"""'"'"="="""'",:-. -�
J

----4.../--""eyrnent   nd-Per-f r-m1m  e-Hond·. ................ ..... .... ................... ........ ...........

'eFVi�•.r-.=..=. .=..=. ..=··""--·=..=..=.. ,=.=...=..=..=...=..=. .=..=. ..=. .=. .=. ..=··=..=...=..=. .=...=..=..=. ..=..=•..""··=• •=..=--• 	�

q.,\J 	E-FF-E-CT-IV-E A-tt·Si:reOt.4Five--9u11--_-'_)0 __, 20_

57

Form■tted: Centered, Posltton: Hortzontal: Left, Relative tc
Column, Vertical: In line, Relative to: Margin, Width: Auto

TABLE OF CONTENTS
Rule 1.0 General	3

Rule 1.1 
Rule 1 .2

Rule 1.3 
Rule 1 .4

Board of Supervisors; Officers and Voting	4
District Offices; Public InforDilltion and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination	8
Public Meetings, Hearings, and Workshops	11 
Internal Controls to Prevent Fraud, Waste and Abuse	16 

Rule 2.0	Rulemalcing Proceedings	17
Rule 3.0	Competitive Purchase	23

Rule 3.1 
Rule 3.2
Rule 3.3
Rule 3.4
Rule 3.5
Rule 3.6
Rule 3.7
Rule 3.8 
Rule 3.9
Rule 3.10 
Rule 3.1 1

Procedure Under the Consultants' Competitive Negotiations Act.	28
Procedure Regarding Auditor Selection	32
Purchase of Insurance	37
Pre-qualification	39
Construction Contracts, Not Design-Build	44
Construction Contracts, Design-Build	48
Payment and Performance Bonds	53
Goods, Supplies, and Materials	54
Maintenance Services	58
Contractual Services	62
Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5,
3.6, 3.8, and 3.9	64

Rule 4.0	Effective Date	67

2

Formatted: Heading 1, Left, Une spacing: 1.5 lines, Tab

stops: Not at 0.5" + 1• + 6" + &.s•

Formatted: Centered, Position: Horizontal: Lett, Relat1ve l< Column, Vertical: In line, Relative to: M�rgln, Width: Auto

Rule  1.0	General.

The	Community Development District (the
"District") was created pursuant to the provisions of Chapter 1 90 of the Florida Statutes, and was established to provide for the ownership, operation, maintenance, and provision of various capital facilities and services within its jurisdiction. The purpose of these rules (the "Rules") is to describe the general operations of the District.

Definitions located within any section of these Rules shall be applicable within all other sections, unless specifically stated to the contrary.

Unless specifically permitted by a written agreement with the District, the District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

A Rule of the District shall be effective upon adoption by affinnative vote of the District Board. After a Rule becomes effective, it may be repealed or amended only through the rulemaking procedures specified in these Rules. Notwithstanding, the District may immediately suspend the application of a Rule if the District determines that the Rule conflicts with Florida law. In the event that a Rule conflicts with Florida law and its application has not been suspended by the District, such Rule should be interpreted in the manner that best effectuates the intent of the Rule while also complying with Florida law. If the intent of the Rule absolutely cannot be effectuated while complying with Florida law, the Rule shall be automatically suspended.

Speclnc Authority: H 190,011(5), 190.011(15), Fla, Stat. Law Implemented: !I§ 190.011(5), 190.011(15), Fla. Stat.

+ 3.5'' + 4.06" + 4.5" + 5" + 5.5" + 6.06" + 6.5"

F-0or.5m" +atted0" +: H0e.a5d"ing+  21," L+eft1,.T5"ab+st2o"ps+: N2o.5t'a+t -20..775"" ++  3

3	•/  CFoormlumantted, Verti: Ccaeln:tIenrelldne, P, oRseltllaotniv:eHtoori: zMoantargiln: ,leWftid, thRe: lat!Autove Ill

Rule 1.1	Board of Supervisors; Officers and Voting.

Board of Supervisors. The Board of Supervisors of the District (the "Board") shall consist of five (5) members. Members of the Board ("Supervisors") appointed by ordinance or rule or elected by landowners must be citizens of the United States of America and residents of the State of Florida. Supervisors elected or al oin1ci! by resWetil--eleoter-sthc Uoan  to elector �ems must be citizens of the United States of America, residents of the State of Florida and of the District; and registered to vote with the Supervisor of Elections of the county in which the District is located. ·ml and for 1ho c clcc1cd, shal l also he qualified 111 nm b   Lite Su 1crvi. or or ;l1;_c1ions. The Board shall exercise the powers granted to the District under Florida law.

Supervisors shall hold office for the term specified by Section 1 90.006 of the Florida Statutes. If, during the term of office, any Board member(s) vacates their office, the remaining member(s) of the Board shall fill the vacancies by appointment for the remainder of the term(s). If three or more vacancies exist at the same time, a quorum,_as defined herein, shall not be required to appoint replacement Board members.

Three (3) members of the Board shall constitute a quorum for the purposes of conducting business, exercising powers and all other purposes. A Board member shall be counted toward the quorum if physically present at the meeting, regardless of whether such Board member is prohibited from, or abstains from, participating in discussion or voting on a particular item.

Action taken by the Board shall be upon a majority vote of the members present, unless otherwise provided in the Rules or required by law. Subject to Rule I .3(10), a Board member participating in the Board meeting by teleconference or videoconference -shall be entitled to vote and take all other action as though physically present.

Unless otherwise provided for by an act of the Board, any one Board member may attend a mediation session on behalf of the Board. Any agreement resulting from such mediation session must be approved pursuant to subsection (l)(c) of this Rule.

Officers. At the first Board meeting held after each election where the newly elected members take office, the Board shall select a Chairperson, Vice­ Chairperson, Secretary, Assistant Secretary, and Treasurer.

Tue Chairperson must be a member of the Board. If the Chairperson resigns from that office or ceases to be a member of the Board, the Board shall select a Chairperson. The Chairperson serves at the pleasure of the Board. The Chairperson shall be authorized to execute resolutions and contracts on the District's behalf. The Chairperson shall convene and

4

Formatted: Centered, Position: Horizontal: Left, Relative tt
/ Column, Verttcal: In line, Relative to: Margin, Wloth: Auto

conduct all meetings of the Board. In the event the Chairperson is unable to attend a meeting, the Vice-Chairperson shall convene and conduct the meeting. The Chairperson or Vice-Chairperson may delegate the responsibility of conducting the meeting to the District's manager ("District Manager'') or District Counsel, in whole or in part.
The Vice-Chairperson shall be a member of the Board and shall have such duties and responsibilities as specifically designated by the Board from time to time. The Vice-Chairperson has the authority to execute resolutions and contracts on the District's behalf in the absence of the Chairperson. If the Vice-Chairperson resigns from office or ceases to be a member of the Board, the Board shall select a Vice-Chairperson. The Vice-Chairperson serves at the pleasure of the Board.
The Secretary of the Board serves at the pleasure of the Board and need not be a member of the Board. The Secretary shall be responsible for maintaining the minutes of Board meetings and may have other duties assigned by the Board from time to time. An employee of the District Manager may serve as Secretary. The Secretary shall be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1 ,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in 111 I 'ust Lhe amount of one million dollars ($ 1 ,000,000) that names the District as an additional insured.

The Treasurer need not be a member of the Board but must be a resident of the State of Florida. The Treasurer shall perform duties described in Section 190.007(2) and (3) of the Florida Statutes, as well as those assigned by the Board from time to time. The Treasurer shall serve at the pleasure of the Board. The Treasurer shall either be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($ 1 ,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in at lei, ·t the amount of one million dollars ($ 1 ,000,000) that names the District as an additional insured.

I

In the event that both the Chairperson and Vice-Chairperson are absent from a Board meeting and a quorum is present, the Board may designate one of its members or a member of District staff to convene and conduct the meeting. In such circumstances, any of the Board members present are authorized to execute agreements, resolutions, and other documents approved by the Board at such meeting. In the event that the Chairperson and Vice-Chairperson are both unavailable to execute a document previously approved by the Board, the Secretary or any Assistant Secretary may execute such document.
Formatted: Centered, Po91Uon: Horizontal: Lei\, Relative tc Colum11, Vertical: In llne, Relative to: Margin, Width: Auto

5

The Board may assign additional duties to District officers from time to time, which include, but are not limited to, executing documents on behalf of the District.

The Chairperson, Vice-Chairperson, and any other person authorized by District Resolution may sign checks and warrants for the District, countersigned by the Treasurer or other persons authorized by the Board.

Committees. The Board may establish committees of the Board, either on a pennanent or temporary basis, to perform specifically designated functions. Committees may include individuals who arc not members of the Board. Such functions may include, but are not limited to, review of bids, proposals, and qualifications, contract negotiations, personnel matters, and budget preparation.

Record Book. The Board shall keep a permanent record book entitled "Record of Proceedings," in which shall be recorded minutes of all meetings, resolutions, proceedings, certificates, and corporate acts. The Records of Proceedings shall be located at a District office and shall be available for inspection by the public.

Meetings. For each fiscal year, the Board shall establish a schedule of regular meetings, which shall be published in a newspaper of general circulation in lhe county in which the District is located and filed with the local general-purpose governments within whose boundaries the District is located. All meetings of the Board and Committees serving an advisory function shall be open to the public in accord with the provisions of Chapter 286 of the Florida Statutes.

Voting Conflict of Interest. The Board shall comply with Section 1 12.3 143 of the Florida Statutes, so as to ensure the proper disclosure of conflicts of interest on matters coming before the Board for a vote. For the purposes of this section, "voting conflict of interest" shall be governed by the Florida Consth111ion und Chapters 1 12 and 1 90 of the Florida Statutes, as amended from time to time. Generally, a voting conflict exists when a Board member is called upon to vote on an item which would inure to the Board member's special private gain or loss or the Board member knows would inure to the special private gain or loss of a principal by whom the Board member is retained, the parent organization or subsidiary of a corporate principal, a business a1Jsociate, or a relative including only a father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law.

When a Board member knows the member has a conflict of interest on a matter coming before the Board, the member should notify the Board's Secretary prior to participating in any discussion with the Board on the matter. The member shall publicly announce the conflict of interest at the meeting. This announcement shall appear in the minutes.

Formatted: Centered, Position: Horizontal: Left, Relattve tc
/ Column, Vertical: In line, Relative to: Margin, Width: Auto
6

If the Board member was elected at a landowner's election or appointed to fill a vacancy of a seat last filled at a landowner's election, the Board member may vote or abstain from voting on the matter at issue. If the Board member was elected by electors residing within the District, the Board member is prohibited from voting on the matter at issue. In the event that the Boe.rd member intends to abstain or is prohibited from voting, such Board member shall not participate in the discussion on the item subject to the vote.
The Board's Secretary shall prepare a Memorandum of Voting Conflict (Form BB) which shall then be signed by the Board member, filed with the Board's Secretary, and provided for attachment to the minutes of the meeting within fifteen (15) days of the meeting.
If a Board member inadvertently votes on a matter and later learns he or she has a conflict on the matter, the member shall immediately notify the Board's Secretary. Within fifteen (15) days of the notification, the member shall file the appropriate Memorandum of Voting Conflict, which will be attached to the minutes of the Board meeting during which the vote on the matter occurred. The Memorandum of Voting Conflict sbull immediately be provided to other Board members and shall be read publicly at the next meeting held subsequent to the filing of the Memorandum of Voting Conflict The Board member's vote is unaffected by this filing.
It is not a conflict of interest for a Board member, the District Manager, or an employee of the District to be a stockholder, officer or employee of a landowner or of an entity affiliated with a landowner.
In the event that a Board member elected at a landowner's election or appointed to fill a vacancy of a seat last filled at a landowner's election, has a continuing conflict of interest, such Board member is permitted to file a Memorandum of Voting Conflict at any time in which it shall state the nature of the continuing conflict. Only one such continuing Memorandum of Voting Conflict shall be required to be filed for each term the Board member is in office.
SLpaew<:iIfimcpAleumtheonrtietyd::  §§§1 119120..3011413(5,)1,9109,00.0061,11(9105.)0,0F7l,■F. Slata. t.SblL

7

TFonnab st■optteds: N:oHteaatdin-0g.725,"L+eft,-0In.5d"e+nt: OL"e+ft: OO.S"," A+rst1"lin+e: 1,O5'     5.5" + 6,06" + 6.5"

+ 2'	.5" + 2.75" + 3" + 3.5" + 4.06" + 4,5' + 5" •+ 2

/  CFoonnlum■ntted, Verti: Ccaeln: tIenrelldn,eP,oRseitilaotivn:eHtOrio: zMoantargiln: ,LeftWid, thRe: lAatiutove tc

Rule 1.(21)

District  Offices;  Public  Information  and  Inspection  of Records;  Policies;

SDeisrtvriiccet OCoffnictesra.ctURnelqeussiroethmeernwt8is;eFdineasingnciaatleDd ibsyclothsuerBeoCarodo,rthdienaotffiiocni.al District

((dc))	ANundalmoepsestsesduacenhndgaaidnddedrereres'sssseresesparoertfpscr;uorrteecnttedBfrooarmd dmisecmlobseurrse banydlaDwi;strict Manager,

twioshffiheliocDchiasssttheradiacll,tlltbMahteeaatnhBmaeogianDerirdim'sstriusohmcffatilcclMoednaietnsasaininggno,elrba'ltusoetcoanaffitoeltdcobecweaidilltiehmrneintictioefithrdededtsocb,oytfhfintehctyefoe DilwnliosiwwthtrhiiicninctghsMdutohaccnehuaDmcgioeseurtrn.ntitscIy:ft

((ba))

AOffigecnidaal pmaicnkuategsesofof mr epertioinrg2s4, imncolnutdhisnganaddonpetxetdmreseotilnugti;ons of the Board;

(i)	Dcoirpstriorcattpeoalcictise; s and rules;

(f)e)

Addopted adsiscelsossmureentomf peuthbolidcofilongainecs/irnegp;orts;

(2)

((hg)	PDLriimostricietecdt;inOgffs,ecrienrgtifiMcaetmeso, rbanonddusmgifovernebaychalfil nemanpclionygeeusn, danertdakaneny abnyd tahlel

(k)	Adopted budget for the current fiscal year.

Pdoucbulimc eRntescorerdqsu.ireDd ibsytriFcltoripudballiacwr.ecords include all documents, papers,  letters,

(j)	Fiscal year end audits; and
The District Manager shall ensure that each District records office contains the

bDbyuisslitanriwecstsm's haloyoucbraesl. croeCpceoiertrddasionroDfinfiisscptrieeccdtturierdencagot rtrdhesegucDlaarinstrabilucstsoiMnbeeasnsianghseoprue'crsste.odffiAacnlelddwricuoritptneigendrpeagutubtlhlaicer

8

msomoffieafaptcwnsi,asarl obebf,ouosotrkirnasneo,sstsmhtaeoiprsfsetmisho,eant,pDehmriisoaatrtlod,igcertre.aogAprahlrrlsde,Dlceeisfisisvtrilmeocdsft, iptnhuseobcuolpinnchdnyresccirctoeiacroldonsrfodwninnnoittgh,so,thtchhdeearrwatrtaaciastnepsrrraioesccsttitrieicossnsc,itneodgfr records requests shall be directed to the Secretary who by these rules is appointed

 	lei\,	

/

CFoormlumnatted, VerU: Cencal:tIenreUdn,oPos, Relativeition: Htoori: zMoantargiln: , WidtRhe:laAtuivtoe to
.

as the District's records custodian. Regardless of the form of the request, any Board member or staff member who receives a public records request shall immediately forward or commwiicate such request to the Secretary for coordination of a prompt response. The Secretary, after consulting with District Counsel as to the applicability of any exceptions under the public records laws, shall be responsible for responding to the public records request. At no time can the District be required to create records or summaries of records, or prepare opinions regarding District policies, in response to a public records request.

Service Contracts. Any contract for services, regardless of cost, shall include provisions required by law that require the contractor to comply with public records laws. The District Manager shall be responsible for initially enforcing all contract provisions related to a contractor's duty to comply with public records laws.

Fees: Copies. Copies ofpublic records shall be made available to the requesting person at a charge of $0. 15 per page for one-sided copies and $0.20 per page for two-sided copies if not more than 8 ½ by 14 inches. For copies of public records in excess of the sizes listed in this section and for outside duplication services, the charge shall be equal to the actual cost of reproduction. Certified copies of public
records shall be made available at a charge of one dollar ($1 .00) per page. If the nature or volume of records requested requires extensive use of information technology resources or extensive clerical or supervisory assistance, the District may charge, in addition to the duplication charge, a special service charge that is based on the cost the District incurs to produce the records requested. This charge may include, but is not limited to, the cost of information technology resource, employee labor, and fees charged to the District by consultants employed in fulfilling the request. In cases where the special service charge is based in whole or in part on the costs incU1Ted by the District due to employee labor, consultant fees, or other forms of labor, those portions of the charge shall be calculated based on the lowest labor cost of� individual s  who i  arc qualified to perform lhe labor  L  1 • •n •  inl   accoum  the  nature  m·  vo um    of  the    u  I · ·  r·conls  to  lie in.    c ell o  c,1  i    ._I!u; char •c nr  n   inchtllc the labor cos s o · s I      isor   nn /or clcric11l  sta  · who c  'I si  toncc  1s  recuircd  lo  ·om 1h:1   the records  re  111:. t  in ac ·ordancc  with  Florida Law.   For purposes of this Rule, the word "extensive" shall mean that it will take more than 15 minutes to locate, review for confidential information, copy and re-file the requested material. In cases where extensive personnel time is determined by the District to be necessary to safeguard original records being inspected, the special service charge provided for in lh-e-U1i section shall apply. If the total fees, including but not limited to special service charges, are anticipated to exceed twenty-five dollars ($25.00), then, prior to commencing work on the request, the District will inform the person making the public records request of the estimated cost, with the understanding that the fmal cost may vary from that estimate. If the person making the public records request decides to proceed with the request, payment of the estimated cost is required in advance.

Should the  	L 1c 	tc  	Irict      under 11u    111   1	roducc

,crson fail t a cstim· the Di i� 
9	/  CFoorlummantted, Verti: Cceanl:tIenrelidn,eP, oRseltllaotniv:eHtoori: zMoantrgailn: ,LWeftid, tRhe:laAtuivtoe tc

th · rcg_ucsllld rec	fter the request	·	uHilled, additional payments or credits			tu   r	1 rc$ 1,m�c
-����-------=------'-"-=----'�"'-'-���� ,=...-�IC'-'--'f'C	lrit:I fll,
.	_ ·c ch	cgmf£i!

+e   + 4", Left++ 65..0066""+, Left:6,5+" Not at  -0 75"    2.75" +  ,

Records Retention. The Secretary of the District shal) be responsible for retaining the District's records in accordance with applicable Florida law.

7

Policies. The Board may adopt policies related to the conduct of its business and the provision ofservices either by resolution or motion.

I	n 

cs of' r her
,,	hall
o	ll bc
c	n 1

L-F1orm.ft715.06"a, ttedL' e+ft :+SI"n-d1en.5"t,: LLeeft:+0.-51"",, HL.eltang+ing1:..705."5,'+',L.eltTab+st3o.p0s6:

H  	

SLpaecw iIfimcpAleumtheonritetdy:: §I 190.011(5)  190,011(15), Fla. Stat.11 

1
2..1 14-16(3)1 1 1 2...11 �5(R)(�)I.. I 1 9.ll7, 119.0701, 190.006, !-IJMl+,..Fla. Stat.

·h

.

F-0orm.5" +attedO" +: H0e.a5d"in+g 21," L+eft51,.T5a" b+st2o'ps+: N2o.5t'at+ -02..75" ++  �

* 3.5" + 1.06" + 4.5" + " + 5 5" + 6.06" + 6.5"

/  CFoormlumantted, Verti: Ccaeln:tIernedlin,ePo, RselUlaotnive: Htoori: zMi!onrtaglln: ,lWieft,dtRt!h:laAtutlvoe tc

Rule 1.3	Public Meetings, Hearings, and Workllbops.

Notice. Except in emergencies, or as otherwise required by statute or these Rules, at least seven (7) days, but no more than thirty (30) days public notice shall be given of any public meeting, hearing or workshop of the Board. Public notice shall be given by publication in a newspaper of general circulation in the District and in the county in which the District is located. "General circulation" means a publication that is printed and published at least once a week for the preceding year, offering at least 25% of its words in the English language, qualifies as a periodicals material for postal purposes in the county in which the District is located, is for sale to the public generally, is available to the public generally for the publication of official or other notices, and is customarily containing information of a public character or of interest or of value to the residents or owners of property in the county where published, or of interest or of value to the general public. The annual meeting notice required to be published by Section
189.015 of the Florida Statutes, shall be published in a newspaper not of limited subject matter, which is published at least five days a week, unless the only newspaper in the county is published less than five days a week. Each Notice shall state, as applicable:
The date, time and place of the meeting, hearing or workshop;
A brief description of the nature, subjects, and purposes of the meeting, hearing, or workshop;
The District office address for the submission of requests for copies of the agenda, as well as a contact name and telephone number for verbal requests for copies of the agenda; and
The following or subsrn111iully similur language:- "Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at L_)
 	. If you are hearing or speech impaired, please contact the Florida Relay Service at I (800) 955-8770 or I (800) 955-877 1 , who can aid you in contacting the District Office."

11 

The followin or subst,1ntinl l similar language: "A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based."
/

CForolummattedn, Vertl: Ccaeln: tIenredllne, Pos, Reitilaotfnv: eHtoori: zMoantargiln: ,LWeftid, thRe:latiAutvoe ti:

The following    . uh:um1 inll   si  1i lar language:- "The meeting [or hearing or workshop] may be continued in progress without additional notice to a time, date, and location stated on the record."

(2)

(3)

Mistake. In the event that a meeting is held under the incorrect assumption that notice required by law and these Rules has been given, the Board at its next properly noticed meeting shall cure such defect by considering the agenda items from the prior meeting individually and anew.

:1 

I		10 

Agenda. The District Manager, under the guidance of District Counsel and the Chairperson or Vice-Chairperson, shall prepare a Ro!i.;e aRd an agenda of the meeting/hearing/workshop.   The nalit3�-and-agenda and un   1m:e1 i11 •  m Hori  I� available in an clcctro11ic fonll' 1  cxd11din • :111   conficlc111i.il and  III	nlidcntia l m ti cxc1 1 >I i11fon11a1 io11  shall be available to the public at least .  wmty-t.wfl-f+2-:) lwmsscven days before the meeting/hearing/workshop, except in an emergency. Mc  	in,  • i   s  :hal l  be  defined  as   and  limited  	t 1c  a  cnda   mcot in , minutes  rcso uti  I s  , n   u • re  1111:111.  of the  Di, tric   Ihut  Oi.trict  staff d  ems nee!!: sar y for Oourd i 1 vu!. lnclu Ion of additional materials fi r Uoaril considcroti  11 other than  those  defined  hcrciu  a   "meeting 111a1cnnL<i'' shall  1101 cunvcrl �nch 111n1crials into "meeting 111utcri11 ls." For good cause, the agenda may be changed after it is first made available for distribution anti I\( litional uuterial 111< . ! be au let! or mwidcd under sc)anm: cover al 11 c mcc in . The requirement of good cause shall be l iberally construed to allow the District to efficiently conduct business and to avoid the expenses associated with special meetings.

The District may, but is not required to, use the following format in preparing its agenda for its regular meetings:

Call to order Roll call
Public comment
Organizational matters Review of minutes
Specific items of old business Specific items of new business Staff reports
District Counsel
District Engineer
District Manager
Financial Report
2. Approval of Expenditures Supervisor's requests and comments Public comment
Adjournment

12	/ CFoorlummattedn, Vertl: Ccaenl:tIenrelidne, P, oRseltllaotinv:eHtoorl: 2Maontarglin: ,LWeftid, tRhe:laAtutiveo tc

(4)

(5)

(6)

Minutes. The Secretary shall be responsible for preparing and keeping the minutes of each meeting of the Board. Minutes shall be corrected and approved by the Board at a subsequent meeting. The Secretary may work with other staff members in preparing draft minutes for the Board's consideration.

Special Requests. Persons wishing to receive, by mail, notices or agendas of meetings, may so advise the District Manager or Secretary at the District Office. Such persons shall furnish a mailing address in writing and shall be required to pre-pay the cost ofthe copying and postage.
Emergency Meetings. The Chairperson, or Vice-Chairperson if the Chairperson is unavailable  u JCIII c  nsuhaliun with chc District Muna •er  aml  Dis1ric1 Counsel  if  availul le, may convene an emergency meeting of the Board without first having complied with sections (1) and (3) of this Rule, to act on emergency matters that may affect the public health, safety, or welfare. Whenever possible, the District Manager shall make reasonable efforts to provide public notice and notify all Board members of an emergency meeting twenty-four (24) hours in advance. Reasonable efforts may include telephone notification. Notice of the emergency meeting must be provided both before and after the meeting on the District's website, if it has one. Whenever an emergency meeting is called, the District Manager shall be responsible for notifying at least one newspaper of general circulation in the District. After an emergency meeting, the Board shall publish in a newspaper of general circulation in the District, the time, date and place of the emergency meeting, the reasons why an emergency meeting was necessary. and a description of the action taken. Actions taken at an emergency meeting may be ratified by the Board at a regularly noticed meeting subsequently held.

Public Comment. The Board shall set aside a reasonable amount of time at each meeting for public comment and members of the public shall be permitted to provide comment on any proposition before the Board. The portion of the meeting generally reserved for public comment shall be identified in the agenda. Policies governing public comment may be adopted by the Board in accordance with Florida law.
Budget Hearing. Notice of hearing on the annual budget(s) shall be in accord with Section 1 90.008 of the Florida Statutes. Once adopted in accord with Section
1 90.008 of the Florida Statutes, the annual budgct(s) may be amended from time to time by action of the Board. Approval of invoices by the Board in excess of the funds allocated to a particular budgeted line item shall serve to amend the budgeted line item.

Public Hearings. Notice of required public hearings shall contain the infonnation required by applicable Florida law and by these Rules applicable to meeting notices and shall be mailed and published as required by Florida law. The District Manager shall ensure that all such notices, whether mailed or published, contain the information required by Florida law and these Rules and are mailed and

Formatted: Centered, PosltlOn: Horizontal: Left, Relatlve to

13	.,/  Column, Vertical: In line, Relative to: Margin, Width: Auto

published as required by Florida law. Public hearings may be held during Board meetings when the agenda includes such public hearing.
(10) Participation by TeleconfcrenccNidcoconfcrcncc.  District staff may participate in Board meetings by teleconforence or videoconference. Board members may also participate in Board meetings by teleconference or videoconference if in the good judgment of the Board extraordinary circumstances exist; provided however, at least three Board members must be physically present at the meeting location to establish a quorum. Such extraordinary circumstances shall be presumed when a Board member participates by teleconference or videoconference, unless a majority of the Board members physically present determines that extraordinary circumstances do not exis1.
(1 1) Board Authorization. The District has not adopted Robert's Rules of Order. For each agenda item, there shall be discussion permitted among the Board members during the meeting.  Unless such   roccdurc is w:uwd b   1hc I3  urd  1-\_!!pprovaJ or disapproval of resolutions and other proposed Board actions shall be in the form of a motion by one Board member, a second by another Board member, and an affirmative vote by the majority of the Board members present. Any Board member, including the Chaiiperson, can make or second a motion.
Continuances. Any meeting or public bearing of the Board may be continued without re-notice or re-advertising provided that:
The Board identifies on the record at the original meeting a reasonable need for a continuance;

The continuance is to a specified date, time, and location publicly announced at the original meeting; and
The public notice for the original meeting states that the meeting may be continued to a date and time and states that the date, time, and location of any continuance shall be publicly announced at the original meeting and posted at the District Office immediately following the original meeting.
Allomey-Client Sessions. An Attorney-Client Session is permitted when the District's attorneys deem it necessary to meet in private with the Board to discuss pending litigation to which the District is a party before a court or administrative agency or as may be authorized by law. The District's 3M{tmoysuuomcy must request such session at a public meeting.- Prior to holding the Attorney-Client Session, the District must give reasonable public notice of the time and date of the session and the names of the persons anticipated to attend the session. -The session must commence at an open meeting in which the Chairperson or Vice­ Chairperson announces the commencement ofthe session, the estimated length of the session, and the names of the persons who will be attending the session. The
discussion during  the session  is confined to settlement negotiations or strategy	Formatted: centered, Posl�on: Horizontal: Left, Relative tc
/ Column, Vertical: In line, Relative to: Margin, Width: Auto
14	,,

related to litigation expenses or as may be authorized by law. Only the Board, the District's attorneys (including outside counsel), the District Manager, and the court reporter may attend an Attorney-Client Session. - During the session, no votes may be taken and no final decisions concerning settlement can be made. Upon the conclusion of the session, the public meeting is reopened, and the Chairpenon or Vice-Chairpenon must announce that the session has concluded. The session must be transcribed by a court-reporter and the transcript of the session filed with the District Secretary within a reasonable time after the session. The transcript shall not be available for public inspection until after the conclusion of the litigation.

( 1 4       ·ccurit	�����-=-...a.=�=��	·  I.lie to or would
con lido,u from the Florida S

Uo.ird wis 1

__..J!...!Q

leave the mcc	f the Dourd's
discu!is11)11 of s	be mt1in1:ii11cd a  con lic.lcn t iul nnd ex
SpeclOc Aulborlty: §§ 190.0IJ(S), 190.011(15), Fl■• Slat.
Law Implemented:  §I I R9.0  9fl)(MJ I r.1 190.006, 190.007, 190.008, 2116,0IOS, 286.011, 286.01 1 3. 286.0114, Fla. Stat.

15	•

Formatted: Centered, Poslijon: Horizontal: Lert, Relative b:
/ Column, VerUcal: In line, Relative to: Margin, Width: Auto

RuJe 1.4	Internal Control.  to Pr   cut Fr11ud1 W11.�rc nnd   busc

""""°'"=-=	.�"---"	and

w	I n ternal    'nmrul�.	·1 he  L)istrit:t   hall  establislt  and  maintain  internal

{a)

�1 1 1rnls  lcsi  !!El l r	r
"""'-----'...,..=='--"'-'-'.,,.-==-=1'-"11=1	ilicublc  laws   rules
1	ns· u11d

L fraud waste and nbu c . hall h' 
_	n the same  manner as District
u,l icics.

:,...r Or/\ulliUrhy: §§ 1 90.0 1 rm, I QO,Oll(J5J, F12, s1.1. t.uw lr11ul�rnr111rd: § 21 K.JJ(ll, �-1 •. St••·

Fonn•tted: Font: 12 pt
Formatted: Heading 1, Left, Tab stops: Not at o• + 0,5"

5.5" + 6" + 6.5"

1" + 1.5' + 2" + 2.5" + 3• + 3,5" + 4" + 4.5" + 5" +

Formatted: Centered, Position: Horizontal: Lert, Relative b
/ Colum11, Vertical: In line, Relativeto: Margin, Width: AW>
16

Rule 2.0
(1) 

(2)

Rulemaking Proceedings.
Commencement of Proceedings. Proceedings held for adoption, amendment, or repeal of a District rule shall be conducted according to these Rules. Rulemaking proceedings shall be deemed to have been initiated upon publication of notice by the District. A "rule" is a District statement of general applicability that implements, interprets, or prescribes law or policy, or describes the procedure or practice requirements of the District ("Rule"). Nothing herein shall be construed as requiring the District to consider or adopt rules unless required by Chapter 190 of the Florida Statutes. Policies adopted by the District which do not consist of rates, fees, rentals or other monetary charges may be, but arc not required to be, implemented through rulcmak.ing proceedings.
Notice of Ruic Development.

Except when the intended action is the repeal of a Rule, the District shall provide notice of the development of a proposed rule by publication of a Notice of Rule Development in a newspaper of general circulation in the District before providing notice of a proposed rule as required by section
of this Rule. Consequently, the Notice of Rule Development shall be published at least twenty-nine (29) days prior to the public hearing on the proposed Rule. The Notice of Rule Development shall indicate the subject area to be addressed by rule development, provide a short, plain explanation of the purpose and effect of the proposed rule, cite the specific legal authority for the proposed rule, and include a statement of how a person may promptly obtain, without cost, a copy of any preliminary draft, if available.

All rules as drafted shall be consistent with Sections 120.54(l )(g) and 1 20.54(2)(b) of the Florida Statutes.
Notice of Proceedings and Proposed Rules.
Prior to the adoption, amendment, or repeal of any rule other than an emergency rule, the District shall give notice of its intended action, setting forth a short, plain explanation of the purpose and effect of the proposed action, a reference to the specific rulemaking authority pursuant to which the rule is adopted, and a reference to the section or subsection of the Florida Statutes being implemented, interpreted, or made specific. The notice shall include a summary of the District's statement of the estimated regulatory costs, if one has been prepared, based on the factors set forth in Section 120.541(2) of the Florida Statutes, and a statement that any person who wishes to provide the District with a lower cost regulatory alternative as provided by Section 120.541(1), must do so in writing within twenty­ one (21) days after publication of the notice. The notice shall additionally include a statement that any affected person may request a public hearing

17 

Formatted: Centered, PoslHon: Horizontal: Left, Relative tc
/ Column, Verttcal: In line, Relatlve to: Margin, Width: Auto

by submitting a written request within twenty-one (21 ) days after the date of publication of the notice. Except when intended action is the repeal of a rule, the notice shall include a reference to both the date on which and the place where the Notice of Rule Development required by section (2) of this Rule appeared.

The notice shall be published in a newspaper of general circulation in the District and each county in which the District is located not less than twenty-eight (28) days prior to the intended action. The proposed rule shall be available for inspection and copying by the public at the time of the publication of notice.
The notice shall be mailed to all persons named in the proposed rule and to all persons who, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its rulemaking proceedings. Any person may file a written request with the District Manager to receive notice by mail of District proceedings to adopt, amend, or repeal a rule. Such persons must furnish a mailing address and may be required to pay the cost of copying and mailing.  1'-l01iee will lheA he-mailed 10 all fl0P.i8fl!i---wh  m,   �  ��+14)-illl}'&-f}AeF-16---6� 11-1a-i-l-i-t   ,   fWe-»ill«tH°tlfl�I •    �Ht--f>i;aFK«-fe    d-wine·  110t��ef---.jtt; f)F ee,liRgtr.

Rule Development Workshops. Whenever requested in writing by any affected person, the District must either conduct a rule development workshop prior to proposing rules for adoption or the Chairperson must explain in writing why a workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so.
	Petitions lo Initiate Rulemaking. All Petitions to Initiate Rulemaking proceedings must contain the name, address, and telephone number of the petitioner, the specific action requested, the specific reason for adoption, amendment, or repeal, the date submitted, the text of the proposed rule, and the facts showing that the petitioner is regulated by the District; or has LSubstantial interest in the rulemaking. Not Later than sixty (60) calendar days following the date of filing a petition, the Board shall initiate rulemaking proceedings or deny the petition with a written statement of its reasons for the denial. [f the petition is directed to an existing policy that the District has not formally adopted as a rule, the District may, in its discretion, notice and hold a public hearing on the petition to consider the comments of the public directed to the policy, its scope and application, and to consider whether the public interest is served adequately by the application of the policy on a case-by-case basis, as contrasted with its formal adoption as a rule. However, this section shall not be construed as requiring the District to adopt a rule to replace a policy.

Form1tlied: Centered, P05ltlon: Horizontal: left, Relative tc
/ Column, Vertical: In line, Relative lo: Margin, Width: Auto
18 

Rulcmaking Materials. After the publication of the notice referenced in section
(3) of this Rule, the Board shall make available for public inspection and shall provide, upon request and payment of the cost of copies, the following materials:

The text of the proposed rule, or any amendment or repeal of any existing rules;

A detailed written statement of the facts and circumstances justifying the proposed rule;

A copy of the statement of estimated regulatory costs if required by Section 120.541 ofthe Florida Statutes; and

The published notice.

Hearing. The District may, or, upon the written request of any affected person received within twenty-one (2 1) days after the date of publication of the notice described in section (3) of this Rule, shall, provide a public hearing for the presentation of evidence, argument, and oral statements, within the reasonable conditions and limitations imposed by the District to avoid duplication, irrelevant comments, unnecessary delay, or disruption of the proceedings. The District shall publish notice of the public hearing in a newspaper of general circulation within the District either in the text of the notice described in section (3) of this Rule or in a separate publication at least seven (7) days before the scheduled public hearing. The notice shall specify the date, time, and location of the public hearing, and the name, address, and telephone number of the District contact person who can provide information about the public hearing. Written statements may be submitted by any person prior to or at the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record.

Emergency Ruic Adoption. The Board may adopt an emergency rule if it finds that immediate danger to the public health, safety, or welfare exists which requires immediate action. Prior to the adoption of an emergency rule, the District Manager shall make reasonable efforts to noti fy a newspaper of general circulation in the District. Notice of emergency rules shall be published as soon as possible in a newspaper of general circulation in the District. The District may use any procedure which is fair under the circumstances in the adoption of an emergency rule as long as it protects the public interest as determined by the District and otherwise complies with these provisions.

Negotiated Rulcmaking. The District may use negotiated rulemaking in developing and adopting rules pursuant to Section l 20.54(2)(d) of the Florida Statutes, except that any notices required under Section 120.54(2)(d) of the Florida Statutes, may be published in a newspaper of general circulation in the
county in which the District is located.
19	•/ CFormolumantted, Vert: kCaeln:tIernelidn,eP, oRseitilaotniv:eHtoori; zMaontargll:ri,LWieftd, thRe:laAtuivteo Ill

)		Rulemaking Record. In all rulemaking proceedings, the District shall compile and maintain a rulemaking record. The record shall include, if applicable:

The texts of the proposed rule and the adopted rule;
All notices given for a proposed rule;
Any statement of estimated regulatory costs for the rule;
A written summary ofhearings, if any, on the proposed rule;

All written comments received by the District and responses to those written comments; and

All notices and findings pertaining to an emergency rule. (1 1) Petitions to Challenge Existing Rules.
Any person substantially affected by a rule may seek an administrative determination of the invalidity of the rule on the ground that the rule is an invalid exercise of the District's authority.

The petition seeking an administrative determination must state with particularity the provisions alleged to be invalid with sufficient explanation of the facts or grounds for the alleged invalidity and facts sufficient to show that the person challenging a rule is substantially affected by it.

The petition shall be filed with the District. Within IO days after receiving the petition, the Chairperson shall, if the petition complies with the requirements of subsection (b) of this section, designate any member of the Board (including the Chaiiperson), District Manager, District Counsel, or other person as a hearing officer who shall conduct a hearing within 30 days thereafter, unless the petition is withdrawn or a continuance is granted by agreement of the parties. The failure of the District to follow the applicable rulernaking procedures or requirements in this Rule shall be presumed to be material; however, the District may rebut this presumption by showing that the substantial interests of the petitioner and the fairness of the proceedings have not been impaired.

Within 30 days after the hearing, the hearing officer shall render a decision and state the reasons therefor in writing.

Hearings held under this section shall be de novo in nature. The petitioner has a burden of proving by a preponderance of the evidence that the

20

ttecl: Centered, Position: Horizontal: Left, Relatfve to

Fonn

/ Column, Vertical: In line, Relative to: Margin, Width: Auto

existing rule is an invalid exercise of District authority as to the objections raised. The hearing officer may:

Administer oaths and affmnations;

Rule upon offers of proof and receive relevant evidence;

Regulate the course of the hearing, including any pre-hearing matters;

Enter orders; and

Make or receive offers of settlement, stipulation, and adjustment.

The petitioner and the District shall be adverse parties. Other substantially affected persons may j oin the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Variances and Waivers. A "variance" means a decision by the District to grant a modification to all or part of the literal requirements of a rule to a person who is subject to the rule. A "waiver" means a decision by the District not to apply all or part of a rule to a person who is subject to the rule. Variances and waivers from District rules may be granted subject to the following:

Variances and waivers shall be granted when the person subject to the rule demonstrates that the purpose of the underlying statute will be or has been achieved by other means by the person, and when application of the rule would create a substantial hardship or would violate principles of fairness. For purposes of this section, "substantial hardship" means a demonstrated economic, technological, legal, or other type of hardship to the person requesting the variance or waiver. For purposes of this section, "principles of fairness" are violated when the literal application of a rule affects a particular person in a manner significantly different from the way it affects other similarly situated persons who are subject to the rule.

Each petition shall specify:

A person who is subject to regulation by a District Rule may file a petition with the District, requesting a variance or waiver from the District's Rule.

((iii))

The rule from which a variance or waiver is requested;

The type of action requested;

The specific facts that would justify a waiver or variance for the petitioner; and

21 

Formlltted: Centered, PoslHon: Horlzontal: Left, Relatlve tc
/ Column, Vertlcal: In line, Relative to: MBrglo, Width: Auto

The reason why the vari1111ce or the waiver requested would serve the pwposes of the underlying statute.

The District shall review the petition and may request only that information needed to clarify the petition or to answer new questions raised by or directly related to the petition. If the petitioner asserts that any request for additional information is not authorized by law or by Rule of the District, the District shall proceed, at the petitioner's written request, to process the petition.

The Board shall grant or deny a petition for variance or waiver, and shall announce such disposition at a publicly held meeting of the Board, within
�-{6Qninc,;t    lJO  days after receipt of the original petition, the last item of timely requested additional material, or the petitioner's written request to finish processing the petition. The District's statement granting or denying the petition shall contain a statement of the relevant facts and reasons supporting the District's action.

) Rates. Fees, Rentals and Other Charges. All rates, fees, rentals, or other charges shall be subject to rulemalcing proceedings. Policies adopted by the District which do not consist of rates, fees, rentals or other charges may be, but are not required to be, implemented through rulemaking proceedings.

Spulnc Autllorlty: §I J90.011(5), H0,0ll(J5), 190.0JS, Fl■, St■L
Law Implemented: II 190.0J1(5), 190.035(2), FIL StaL

22

formltlled: Heading 1, Left, Tab stops: Not at -0.75' +
-0.5' + 0" + 0.5" + 1" + 1.5" + 2• + 2.5' + 2.75" + ,
+ 3.5" + 4.06" + 4.5" + 5" + 5.5" + 6.06" + 6.5"

Formatted: Centered, Position: Horizontal: Lett, Relatlve ti
Co4umn, Vertical: In line, Reh11lve to: Margin, Width: Au!D

Rule 3.0
(I) 

(3)

Competitive Purchase.
Purpose and Scope. In order to comply with Sections 190.033(1) through (3),
287.055 and 287.017 ofthe Florida Statutes, the following provisions shall apply to the purchase of Professional Services, insurance, construction contracts, design-build services, goods, supplies, and materials, Contractual Services, and maintenance services.
Board Authorization. Except in cases of an Emergency Purchase, a competitive purchase governed by these Rules shall only be undertaken after authorization by the Board.
Definitions.
"Competitive Solicitation" means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award ofa District purchase contract.
"Continuing Contract" means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed tlftetwo million dollars  ($i2_,000,000),  for  a  study  activity  when  the  fee  for  such Professional Services to the District does not exceed flftytwo huntll"cd thousand dollars (S!i 200,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.
"Contractual Service" means the rendering by a contractor of its time and effort rather than the furnishing of specific commodities. The term applies only to those services rendered by individuals and firms who are independent contractors. Contractual Services do not include auditing services, Maintenance Services, or Professional Services as defined in Section 287.055(2)(a) of the Florida Statutes, and these Rules. Contractual Services also do not include any contract for the furnishing of labor or materials for the construction, renovation, repair, modification, or demolition of any facility, building, portion of building, utility, park, parking lot, or structure or other improvement to real property entered into pursuant to Chapter 255 ofthe Florida Statutes, and Rules 3.5 or 3.6.

/  CFoormlumnllttied, Verti: Ccaeln:terInelidn,eP, oRseitilaoUnv:eHtoor1: zMoantarglin: ,LeWiftd, thRe:laAtiutvoe to

23	,1

"Design-Build Contract" means a single contract with a Design-Build Finn for the design and construction of a public construction project.

"Design-Build Finn" means a partnership, corporation or other legal entity that:

Is certified under Section 489. 119 of the Florida Statutes, to engage in contracting through a certified or registered general contractor or a certified or registered building contractor as the qualifying agent; or

Is certified under Section 47 1 .023 of the Florida Statutes, to practice or to offer to practice engineering; certified under Section 481.219 of the Florida Statutes, to practice or to offer to practice architecture; or certified under Section 481 .319 of the Florida Statutes, to practice or to offer to practice landscape architecture.

"Design Criteria Package" means concise, performance-oriented drawings or specifications for a public construction project. The purpose of the Design Criteria Package is to furnish sufficient information to permit Design-Build Firms to prepare a bid or a response to the District's Request for Proposals, or to permit the District to enter into a negotiated Design­ Build Contract. The Design Criteria Package must specify performance­ based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and · disposal, and parking requirements applicable to the project. Design Criteria Packages shall require firms to submit information regarding the qualifications, availability, and past work ofthe firms, including the partners and members thereof.

"Design Criteria Professional" means a firm who holds a current certificate of registration under Chapter 481 of the Florida Statutes, to practice architecture or landscape architecture, or a firm who holds a current certificate as a registered engineer under Chapter 471 of the Florida Statutes, to practice engineering, and who is employed by or under contract to the District to provide professional architect services, landscape architect services, or engineering services in connection with the preparation of the Design Criteria Package.
"Emergency Purchase" means a purchase necessitated by a sudden unexpected tum of events (for example, acts of God, riot, fires, floods, hurricanes, accidents, or any circumstances or cause beyond the control of

centered, Position: Horizontal: Left, Relative

the Board in the nonnal conduct of its business), where the Board finds	Formelt81:	to
/ Column, Vertlcal: In line, Relative to: Margin, Width: Auto

24

that the delay incident to competitive purchase would be detrimental to the interests of the District. Th.is includes, but is not limited to, instances where the time to competitively award the project will jeopardize the funding for the project, will materially increase the cost of the project, or will create an undue hardship on the public health, safety, or welfare.

	"Invitation to Bid" is a written solicitation for sealed bids with the title, date, and hour of the public bid opening designated specifically and defining the commodity or service involved. It includes printed instructions prescribing conditions for bidding, qualification, evaluation criteria, and provides for a manual signature of an authorized representative. It may include one or more bid alternates.

"Invitation to Negotiate" means a written solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or services.
	"Negotiate" means to conduct legitimate, arm's length discussions and conferences to reach an agreement on a term or price.
"Professional Services" means those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of Florida, or those services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice.

"Proposal (or Reply or Response) Most Advantageous to the District" means, as determined in the sole discretion of the Board, the proposal, reply, or response that is:

Submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements, who has the integrity and reliability to assure good faitb performance;
The most responsive to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation as determined by the Board; and
For a cost to the District deemed by the Board to be reasonable.

"Purchase" means acquisition by sale, rent, lease, lease/purchase, or installment sale. It does not include transfer, sale, or exchange of goods, supplies, or materials between the District and any federal, state, regional
or local governmental entity or political subdivision of the State of Florida.

.,/ FCormolum.umn, Ver:tiCcaeln:tIenrelidn,eP, oRsietilaontlv:eHtoorl: zMoantargiln: ,LeWftid, tRhe: laAtutivoe t<

"Request for Proposals" or "RFP" is a written solicitation for sealed proposals with the title, date, and hour of the public opening designated and requiring the manual signature of an authorized representative. It may provide general information, applicable laws and rules, statement of work, functional or general specifications, qualifications, proposal instructions, work detail analysis, and evaluation criteria as necessary.

"Responsive and Responsible Bidder" means an entity or individual that has submitted a bid that confonns in all material respects to the Invitation to Bid and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. "Responsive and Responsible Vendor" means an entity or individual that has submitted a proposal, reply, or response that confonns in all material respects to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. In determining whether an entity or individual is a Responsive and Responsible Bidder (or Vendor), the District may consider, in addition to factors described in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the following:

The ability and adequacy of the professional personnel employed by the entity/individual;

The past performance of the entity/individual for the District and in other professional employment;

The willingness of the entity/individual to meet time and budget requirements;

The geographic location of the entity's/individual's headquarters or office in relation to the project;

The	recent,	current,	and	projected	workloads	of the entity/individual;

The volume of work previously awarded to the entity/individual;

Whether the cost components of the bid or proposal are appropriately balanced; and

Whether the entity/individual is a certified minority business enterprise.
FConnolum■nttad, Vertl: Cceanl:tIenreldln,ePos, Rellijaotniv:eHtoori:zMoantargli:nLeft, Wid, thRe: latiAutvoe b

"Responsive Bid," "Responsive Proposal," "Responsive Reply," and "Responsive Response" all mean a bid. proposal, reply, or response which confonns in all material respects to the specifications and conditions in the Invitation to Bid, Request for Proposals, Invitations to Negotiate, or
Competitive Solicitation document and these Rules, and the cost components of which, if any, are appropriately balanced. A bid, proposal, reply or response is not responsive if the person or firm submitting it fails to meet any material requirement relating to the qualifications, financial stability, or licensing ofthe bidder.

L■w Implemented:  H 190.033, 255.JO, 287.055, FIL Stat.

Spedffc Authority:  §I 190.011(5), 190,011(1 5), Fl■• St■t.

Formatted: Heading 2, Left, Indent: Left: O", First line: C
Tab stops: +No3t at +--0,II\2"5"++ 4O" ++ 0s.•5"++  1" +  1.5" + 2"

2.51'  +  311	,5"	.S"	S.511

/ Form■tted: Centered, Position: Horizontal: Left, Relatlve t< Column, Vertical: In line, Relative to: Mal!lln, Width: Auto
27	,/

Rule 3.1	Procedure Under +hetbe Consultants' Competitive Negotiations Act.
(I) Scope. The following procedures are adopted for the selection of finns or individuals to provide Professional Services exceeding the thresholds herein described, for the negotiation of such contracts, and to provide for protest of actions of the Board under this Rule. As used in this Rule, "Project" means that fixed capital outlay study or planning activity when basic construction cost is estimated by the District to exceed the threshold amount provided in Section
287.017 of the Florida Statutes, for CATEGORY FIVE, or for a planning study activity when the fee for Professional Services is estimated by the District to exceed the threshold amount provided in Section 287.017 for CATEGORY TWO, as such categories may be amended or adjusted from time to time.

Quali fying Procedures. In order to be eligible to provide Professional Services to the District, a consultant must, at the time of receipt of the firm's qualification submittal:
Hold all required applicable fedttt'<ll  ic�es iA�Of.Ki.t;krnding,ff..on}';-
1-1 Id Al--rsq111r1Hl-i1J'>flh llhl�state professional licenses in good i;tanding;

b

(c)

(d)

Hold all re uired a licablc federal licenses ·
Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the consulbmt is a corporation; and
Meet any qualification requirements set forth in the District's Request for Qualifications.

Evidence of compliance with this Rule may be submitted with the qualifications, if requested by the District. In addition, evidence of compliance must be submitted any time requested by the District.
Public Announcement Except in cases of valid public emergencies as certified by the Board, the District shall announce each occasion when Professional Services are required for a Project or a Continuing Contract by publishing a notice providing a general description of the Project, or the nature of the Continuing Contract, and the method for interested consultants to apply for consideration. The notice shall appear in at least one (1) newspaper of general circulation in the District and in such other places as the District deems appropriate. The notice must allow at least fourteen (14) days for submittal of qualifications from the date of publication. The District may maintain lists of consulbmts interested in receiving such notices. These consultants are encouraged to submit annually statements of qualifications and performance data.       1.uhanHHYhQ-tlf''\.IVi<l    heir natt      ntJ...RddF  :      h      istfi&t--MaHageF-1;. · ·110111�01   01Hhe-!il.Hiha-ll-i:esei-v-0

28

CFormolumantted, Verti: Ccaenl: tIenrelldn,eP, oRsietilaotniv: eHtoor:lzMaonrtgailn: ,LWeftid, tRhe: latlAuvtoe to

Hi:Jt iw�-oy-- ni;ul-:1 he Disr ri ·r sh:i ll  mokc rcnst11 uhlc  c  ems  tu   rovidc co  1c    ,r aitY.  noti ·cs  lo :.uch   ·011 ·ulla111�   but  chc   ailurc  10  d 1  so  sha_l l  nor   •i vc  sw·h consul! 1111s an    rnl  ll'olcsl  1r mhcr ri •l11s or o hc1 wi. c_.\)isc lal if  un   QW�
v11l i1L  roe m.:m 111   JtJ!fC ·:j..     The  Board  has  the  right  to  reject  any  and  all qualifications, and such reservation shall be included  in  the published  notice.
Consultants not receiving a contract award shall not be entitled to recover from the District any costs of qualification package preparation or submittal.
Competitive Selection.
The Board shall review and evaluate the data submitted in response to the notice described in section (3) of this Rule regarding qualifications and performance ability, as well as any statements of qualifications on file. The Board shall conduct discussions with, and may require public presentation by consultants regarding their qualifications, approach to the Project, and ability to furnish the required services. The Board shall then select and list the consultants, in order of preference, deemed to be the most highly capable and qualified to perform the required Professional Services, after considering these and other appropriate criteria:
The ability and adequacy of the professional personnel employed by each consultant;
Whether a consultant is a certified minority business enterprise;
Each consultant's past performance;
The willingness of each consultant to meet time and budget requirements;
The geographic location of each consultant's headquarters, office and personnel in relation to the project;
The recent, cwrent, and projected workloads of each consultant; and
(vii)		The volume of work previously awarded to each consultant by the District.

Nothing in these Rules shall prevent the District from evaluating and eventually selecting a consultant if less than three (3) Responsive qualification packages, including packages indicating a desire not to provide Professional Services on a given Project, are received.

/

If the selection process is administered by any person or committee other than the full Board, the selection made will be presented to the full Board

29

Formatted: Centered, Position: Horizontal: Left, Relative tc Column, VerUcal: In line, Relative to: Margin, Width: Auto

with a recommendation that competitive negotiations be instituted with the selected firms in order of preference listed.

Notice of the rankings adopted by the Board, including the rejection of some or all qualification packages, shall be provided in writing to all consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement:
"Failure to file a protest within the time prescribed in Rule 3. 11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District's ranking decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.1 1. 
Competitive Negotiation.
After the Board has authorized the beginning of competitive negotiations, the District may begin such negotiations with the firm listed as most qualified to perform the required Professional Services at a rate or amount of compensation which the Board determines is fair, competitive, and reasonable.
In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.01 7 of the Florida Statutes, for CATEGORY FOUR, the firm receiving the award shall be required to execute a truth-in-negotiation certificate stating that "wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting." In addition, any professional service contract under which such a certificate is required, shall contain a provision that "the original contract price and any additions thereto, shall be adjusted to exclude any significant sums by which the Board determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs."
Should the District be unable to negotiate a satisfactory agreement with the firm determined to be the most qualified at a price deemed by the District to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the District shall immediately begin negotiations with the second most qualified firm. If a satisfactory agreement with the second finn cannot be reached, those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken.

Should the District be unable to negotiate a satisfactory agreement with one of the top three (3) ranked consultants, additional firms shall be
selected by the District, in order of their competence and qualifications.	Formatted: centered, Position: Hortzontal: Left, Relative to
/ Column, Vertlcal: In line, Relative to: Margin, Width! Auto
30 

((87))

cCinootnontrtpianucurtoisnurgatnoCtcotonmptthraiclsyt.RwuNitlehothsphuianblglliciinnrcelthucodirsedspRruloalvei shoanlsl rperqouhiirbeidt abyCloanwtinthuaint rgeqCuoinretrathcet complying with these Rules.  The fact that an Emergency Purchase has occurred

oIrIis necessary shall be noted in the minutes of the next Board meeting.

bEemtweregeenncaycoPnustuclhtaanstc.anTd htheeDDiisstritricctt.may make an Emergency Purch   e without

(6)	ContracNltsise:tg,PuoutnbitalitilcioannRseacgrsohreadelsml. ceoInnnttaiisnccrueoear,cdbhaendcieonrwnitinhtheg Flwisliottrhoidftafihnelanwfirss,iest-aencxamhhcaeoudnsttrefidarc,mt eonnterethde

o•

SLp■weciIfimcpAleumtheonrtiedty::  §I 11'190.,007101(15), 1,9109.00.1011(13(}1,5)19,0J'l.0a3.3S, t1a8t.7.055, Fla. St■t.

+ s.s· + 6"

Form1" +  11.Hlld5" +: H2ea" +ding2.52'', +Left3,.2T5a"b+stops3.5": N+ot4a't+  4.+5" 0+.5"5'

•

31	/ CFoormlumantted, Verti: Ccaeln:tIenrelidne, Pos, Reitilaontiv:eHtoori: zMoantarglin: ,LeftWid, thRe: lAatiutvoe tt

Rule 3.2	Procedure Regarding Auditor Selection.
In order to comply with the requirements of Section 218.391 of the Florida Statutes, the following procedures are outlined for selection of finns or individuals to provide Auditing Services and for the negotiation of such contracts.   ·u  nmli s rc1 uirc   .l.!!liliir Cl I   tur  I ( 0 of the Florida  '1ntuLcs l>ut not mccti111t the thrcslmlds o    ha 11c -   1 8 of the
,. c ri1 (  Stntuks,Jh · Djstm:t  teed  101  ollow t 1csc m,ccuurcs but 111
,.I!! •cll1)1      a !inn or individual tu  woviui: Auditilll!, Sct'viccs uml fur	.U.Hl..l!.f
. uch cm11rncts in the m:rn ncr the Board dc1crmit11:s 1.  in the best int	1stri.:!,

Definitions.

"Auditing Services" means those services within the scope of the practice of a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

"Committee" means the aumtauditor selection committee appointed by the Board as described in section (2) of this Rule.

r 

Establishment  of  A:llil•�Audjtor  Select i1111   Committcc.     Prior  to  a  public announcement under section (4) of this Rule that Auditing Services are required, the Board shall establish an eudttauditor selection committee ("Committee''), the primary purpose of which is to assist the Board in selecting an auditor to conduct the annual financial audit required by Section 218.39 of the Florida Statutes. The Committee &00lildshall include at least three individuals, :,Oflltl or Alla1 Jen t one of Yfflf)ftt-llla�hich must also · 1 ' lt:H1Wer�b1: a mcml>c · of the Board. The establishment and selection of the Committee must be conducted at a publicly noticed and held meeting of the Board. The huirp ·rs II of the ommillcc must be o member of the  Board.  At  <!ell , o  cc. a  •hh,f cxi:cu1ivc uf'fic ·r, or a chief mancial ofliccr of the Distiic1   1·1    101 :er c :1s a mcml> '      I le Com nitt ·c· ro  idcd	c  Co  1 1'11cc   n  a

Establishment of Minimum Qualifications and Evaluation Criteria. Prior to a public announcement wider section (4) of this Rule that Auditing Services are required, the Committee shall meet at a publicly noticed meeting to establish minimum qualifications and factors to use for the evaluation of Auditing Services to be provided by a certified public accounting furn licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

M inimum Quali fications. In order to be eligible to submit a proposal, a finn must, at all relevant times including the time of receipt of the
proposal by the District:

32	./

FCormolurmatted, Verti: Ccaeln: tIenrelidn,eP,oRsietilaotlvn:eHtoori: zMoantargiln: ,LeWtti,dtRhe:laAtiutvoe tc

Hold all required applicable fodttF11I ·tuh: rofoss1011al licenses in good standing, -��lf11y;

Hold all required applicable !H�(JfflHi�ia1Htl lcdcrn! licenses in good standing_,j_uru,;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation; and

Meet any pre-qualification requirements established by the Committee and set forth in the RFP or other specifications.

If requested in the RFP or other specifications, evidence of compliance with the minimum qualifications as established by the Committee must be submitted with the proposal.

Evaluation Criteria. The factors established for the evaluation of Auditing Services by the Committee shall include, but are not limited to:

Ability of personnel;
Experience;

fwt---Ability to furnish the required services; and

(¥ill		Such other factors as may be determined by the Committee to be applicable to its particular requirements.

The Committee may also choose to consider compensation as a factor. If the Committee establishes compensation as one of the factors, compensation shall not be the sole or predominant factor used to evaluate proposals.

Public Announcement After identifying the factors to be used in evaluating the proposals for Auditing Services as set forth in section (3) of this Rule, the Committee shall publicly announce the opportunity to provide Auditing Services. Such public announcement shall include a brief description of the audit and how interested finns can apply for consideration and obtain the RFP. The notice shall appear in at least one (1) newspaper of general circulation in the District and the
county in which the District is located. The public announcement shall allow for at least seven (7) days for the submission of proposals.

33

/  CFormolumllttlecln, Vertl: Ccaeln:tIenrelidn,eP,oRse!UlaoUnv:eHtoori: zMontaargiln: ,lWeftid, tRhe:laAtiuvtoe tc

Request for Proposals. The Committee shall provide interested finns with a Request for Proposals ("RFP"). The RFP shall provide information on how proposals are to be evaluated and such other information the Committee detennines is necessary for the firm to prepare a proposal. The RFP shall state the time and place for submitting proposals.

Committee's Evaluation of Proposals and Recommendation. The Committee shall meet at a publicly held meeting that is publicly noticed for a reasonable time in advance of the meeting to evaluate all qualified proposals and may, as part of the evaluation, require that each interested finn provide a public presentation where the Committee may conduct discussions with the firm, and where the firm may present information, regarding the firm's qualifications. At the public meeting, the Committee shall rank and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to subsection (3)(b) of this Rule. If fewer than three firms respond to the RFP or if no firms respond to the RFP, the Committee shall recommend such firm as it deems to be the most highly qualified. Notwithstanding the foregoing, the Committee may recommend that any and all proposals be rejected.
Board Selection of Auditor.
	Where compensation was not selected as a factor used in evaluating the proposals, the Board shall negotiate with the firm ranked first and inquire of that firm as to the basis of compensation. If the Board is unable to negotiate a satisfactory agreement with the first ranked firm at a price deemed by the Board to be fair, competitive, and reasonable, then negotiations with that firm shall be tenninated and the Board shall immediately begin negotiations with the second ranked firm. If a satisfactory agreement with the second ranked firm cannot be reached. those negotiations shall be terminated and negotiations with the third ranked firm shall be undertaken. The Board may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one f11tn at a time.  If the Board is unable to negotiate a satisfactory agreement with any of the selected firms, the Committee shall recommend additional firms in order of the firms' respective competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

Where compensation was selected as a factor used in evaluating the proposals, the Board shall select the highest-ranked qualified firm,_Q!'. document in its public r1:cord. the rcuson l'or n I selecting, the highc.�1- rnnkcd uuli licd finn.

34	/ CFoonnlum■nttad, Vertl: Ccaeln:tIernelldn,eP, oRselHlaotniv:eHtoori: zMaontargiln: ,LeWftld, ttiRe: lAatutivoe ti:

In negotiations with firms under this Rule, the Board may allow the District Manager, District Counsel, or other designee to conduct negotiations on its behalf.

Notwithstanding the foregoing, the Board may reject any or all proposals. The Board shall not consider any proposal, or enter into any contract for Auditing Services, unless the proposed agreed-upon compensation is reasonable to satisfy the requirements of Section 218.39 of the Florida Statutes, and the needs ofthe District.
Conlract. Any agreement reached under this Rule shall be evidenced by a written contract, which may take the form of an engagement letter signed and executed by both parties. The written contract shall include all provisions and conditions of the procurement of such services and shall include, at a minimum, the following:
A provision specifying the services to be provided and fees or other compensation for such services;

A provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract;

5	

A provision setting forth deadlines for the auditor to submit a preliminary draft audit report to the District for review and to submit a final audit report no later than Ju� Ulit c 30 of the fiscal year that follows the fiscal year for which the audit is being conducted;

A provision  specifying  the  contract  period,  including renewals, and
conditions under which the contract may be tenninatcd or renewed. The
maximum  conlrucl   erio<l  i11cludi11 •  rc111.:w11ls  shall  he  live	cars. A
renewal may be done without the use of the auditor selection procedures
provided in this Rule, but must be in writing.

(e)		Provisions required by law that require the auditor to comply with public records laws.

(9) Notice of Award. Once a negotiated agreement with a firm or individual is reached, or the Board authorizes the execution of an agreement with a firm where compensation was a factor in the evaluation of proposals, notice of the intent to award, including the rejection of some or all proposals, shall be provided in writing to all proposers by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests regarding the award of contracts under this Rule

Fonnattad: Centered, PoslUon: Horizontal: Lett, Relative to
/ Column, Vertical: In llne, Relallve to: Margin, Width: Auto

35	.,

shall be as provided for in Rule 3.11. No proposer shall be entitled to recover any costs ofproposal preparation or submittal from the District.

Specific Aalllorlty:  I1I1 190.011(5), 1�90.011(15), Fla, Slat.

Law Implemented:

J 19,0701, 21

.391, Fla, Slat.

36

Lett.

Formattad: Heading 2,	Indent: Left: O", Flrst line: C

4.s•

s• +

T2.asb• stops+  3":+No3t,ast• +--0.42"5'+' +  o• ++ o.s• +5.l5""+  1.s• +  2" •

/  CFormolumatlllldn, Vertlca: Cenleredl: In lin,eP,oRsietilaontive: Htoori:tMontaarglin: ,LeWftid, thRelative: Auto � 
•

Rule 3.3

(1) 

(2)

Purchase of Insurance.

Scope. The purchases of life, health, accident, hospitalization, legal expense, or annuity insurance, or all of any kinds of such insurance for the officers and employees of the District, and for health, accident, hospitalization, and legal expenses upon a group insurance plan by the Disbict, shall be governed by this Rule. This Rule does not apply to the purchase of any other type of insurance by the District, including but not limited to liability insurance, property insurance, and directors and officers insurance. Nothing in this Rule shall require the District to purchase insurance.
Procedure. For a purchase of insurance within the scope of these Rules, the following procedure shall be followed:
The Board shall cause to be prepared a Notice of Invitation to Bid.
Notice of the Invitation to Bid shall be advertised at least once in a newspaper of general circulation within the District. The notice shall allow at least fourteen (1 4) days for submittal of bids.
The District may maintain a list of persons interested in receiving notices of Invitations to Bid.  llat-stms--who-µrevid   lh13lr-name--and   d1lrdss-1   1ha Gislriel--MltflRg�flf'-fo lw.1fo1   ,   lte-f.is  . hu��ivttt1olii!¢1-b   mttikThc Di. 1ri •1   hall  11akc rcnsonablu ctT o  s  t? 1ro,'._j.Qc co ,ic.· or an   1101iccs 10 such   crso11s  b111 1h · failur • 10 d   so shall not  •ivc sud  co11sulla11ts u11 bid    role. I  or   lhcr  ri •Ins  or  olhcrwis •  dii.cualif   011   otherwise  val i

Bids sball be opened at the time and place noted in the Invitation to Bid.
If only one (I) response to an Invitation is received, the District may proceed with the purchase. If no response to an Invitation to Bid is received, the District may take whatever steps are reasonably necessary in order to proceed with the purchase.

(t)		The Board bas the right to reject any and all bids and such reservations shall be included in all solicitations and advertisements.

Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies that have submitted reasonable and timely bids and, in the opinion of the District, are fully qualified and capable of meeting all services and requirements. Bid
responses shall be evaluated in accordance with the specifications and criteria contained in the Invitation to Bid; in addition, the total cost to the District, the cost, if any, to the District officers, employees, or their
dependents,  the  geographic  location  of the company's headquarters and	Formatted: centered, Position: Horizontal: Left, Relative ti
/ Column, Vertical: In line, Relative to; M.lrgln, Width: Auto

37

offices in relation to the District, and the ability of the company to guarantee premium stability may be considered. A contract to purchase insurance shall be awarded to that company whose response to the Invitation to Bid best meets the overall needs of the District, its officers, employees, and/or dependents.

Notice of the intent to award, including rejection of some or all bids, shall be provided in writing to all bidders by United States Mail, by hand delivery, or by overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.1 1 of the Rules of the District shall constitute a waiver of
proceedings under those Rules," or wording to that effect. Protests of the District's procurement of insurance under this Rule shall be in accordance with the procedures set forth in Rule 3 .11. 

Specmc Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: I 112.08, FIL Stat.

38	./

Fonnllttied: Heading 2, Tab stops:  Not at  -0.25' +  O' +
o.5" +  1· +  1,5• +  2· +  2.s" +  3" +  3.5"  + 4"  + 4.5"
  5"  + 5.5"	

Formllttied: Centered, Position: Horizontal: Left, Relative ti Column, Vertical: In line, Relat!ve to: Margin, Width: AulD

Rule 3.4

( l)

(2)

Pre-qualification

Scope. In its discretion, the District may undertake a pre-qualification process in accordance with this Rule for vendors to provide construction services, goods, supplies, and materials, Contractual Services, and maintenance services.

Procedure. When the District seeks to pre-qualify vendors, the following procedures shall apply:
The Board shall cause to be prepared a Request for Qualifications.
For construction services exceeding the thresholds described in Section
255.20 of the Florida Statutes, the Board must advertise the proposed pre­ qualification criteria and procedures and allow at least seven (7) days notice of the public hearing for comments on such pre-qualification criteria and procedures. At such public hearing, potential vendors may object to such pre-qualification criteria and procedures. Following such public hearing, the Board shall formally adopt pre-qualification criteria and procedures prior to the advertisement of tbe Request for Qualifications for construction services.

The Request for Qualifications shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall allow at least seven (7) days for submittal of qualifications for goods, supplies and materials, Contractual Services, maintenance services, and construction services under two hundred fifty thousand dollars ($250,000). The notice shall allow at least twenty-one (21) days for submittal of qualifications for construction services estimated to cost over two hundred fifty thousand dollars ($250,000) and thirty (30) days for construction services estimated to cost over five hundred thousand dollars ($500,000).
The District may maintain lists of persons interested in receiving notices of Requests for Qualifications. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any pre-qualification determination or contract awarded in accordance with these Rules and shall not be a basis for a protest of any pre-qualification determination or contract award.

If the District has pre-qualified vendors for a particular category of purchase, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies or

39	• /  FCormolumantted, VerU: Ccaeln: tIenrelidn,eP,oRsle�laotniv:eHtoori: zMo�ntarglln: ,LWeftidth, Re:latfAuvtoe tXJ

responses in response to the applicable Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

In order to be eligible to submit qualifications, a finn or individual must, at the time of receipt of the qualifications:
Hold theall required applicable state professional licenses in good standing;
Hold all required applicable federal licenses in good standing, if any;
Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and
Meet any special pre-qualification requirements set forth in the Request for Qualifications.
Evidence of compliance with these Rules must be submitted with the qualifications if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the qualifications.
Qualifications shall be presented to the Board, or a committee appointed by the Board, for evaluation in accordance with the Request for Qualifications and this Rule. Minor variations in the qualifications may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature.
All vendors detennined by the District to meet the pre-qualification requirements shall be pre-qualified. To assure full understanding of the responsiveness to the requirements contained in a Request for Qualifications, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion and revision of qualifications. For construction services, any contractor pre-qualified and considered eligible by the Department of Transportation to bid to perform the type of work the project entails shall be preswned to be qualified to perform the project.
The Board shall have the right to reject all qualifications if there are not enough to be competitive or if rejection is detennined to be in the best interest of the District. No vendor shall be entitled to recover any costs of qualification preparation or submittal from the District.

40

Formatted: Centered, Position: Horizontal: Left, Relatlve ID
/ Column, Vertlcal: In line, Relallve to; Margin, Width: Auto

ta1	(j)	Notice of intent to pre-qualify, including rejection of some or all• qualifications, shall be provided in writing to all vendors by United States Mail, ckc1ro11ic  mail. hand delivery,  facsimile,  or  overnight  delivery  service.    The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3. 11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District's pre-qualification decisions under this Rule shall be in accordance with the procedures set forth in Rule 3. 1 1 ; provided however, protests related to the pre-qualification criteria and procedures for construction services shall be resolved in accordance with section (2)(b) of this Rule and Section 255.20(l)(b) of the Florida Statutes.

oFrornmumabettedrin:gIndent: Lett:  1", Space Alter:  0 pt,  No bullet

w1.l!.!£Q_is.1 rc.;.ic_·"-'-·=--==-===::.a...=:..-=.....�= "'=...=.-'-''--'-"-"-"'-'-'--L--=>'==
v ·ndor·s   L	rcvocu11<m  or  ucni	uod
cuui,c shal		Oistrict c · cliun cun1rac1	1 te    <let ,          ion uf 11011-r		Lion 11r m   nnncc
n rnnrcrinl .	icr   r

0F.orm511  +atted111

: Indent: Lett: l", Tab stops: 1.5", Lett + Not

nc of the   in:umst 111ccs has occurred,
ii. Affiliated contractors submitted m re thnn nc proposal for the i;. me work. In U1is event the pre-qualified status of all of the affiliated bidders will be revoked. uspcndcd. or denied. All bid s of afliltated bi<l<lers will be rejcctctl.
iii .

lv. The vendor or its affiliate defaulted 011 nny c
surety nss111111:d control  of filrnncial  re·ponsibilit

v. · he vendor's l ua "licatiun to bicl is Sus ,ended
ill	other   mblic  or  semi- lublic  enti1	or  1h1 :  vcndo   has  be  n  1h1.:
sub' 'cl of n civil en orccmcut
lll&hlic or semi-public entity.
\'i.   The v  ndor foiled l	•	c1 or wnm111l   ,·c	•n1s or
failed 10 follow District direction in th.; ucrform1111cc of u	1 . 
41 

///  CForolummantted, Verti: Ccaenl: terInelidn,eP, oRsietilaottnv:eHtoo�: zMoantargiln: ,LeWrtld, lRhe: lAatiuvtoe b

lo 

The vendor li11 lcll    1i111cly ti.mush ullCQ!!.!f.i!Cl doctt111cms re< uircd b  1h • •	ct	mw b   s 1ccial  1ro  isium,  or  h   nn	utc or

OCUlllClll/l -�	  oror 

•111:ui,u :.. If the vendor f'aib tu fumi:.h		of 1hc he   ex 1i alion	the	o< l 
!i£l_ fonh above the vendor'. 1rc- rcvokcd. or d ·111cu until  the

.	chc Oisir	ir,
10ilia1c. • IJcinµ dci:I: 	01
com	.  ·  J	lllllrac1  or be	1io11
10 hid or dcnic  ���-a1 iu11 ln l11d b	1i- 111hlic agency.
The vendor tliil 1101   m  ii:. su	icrs 11 n timcl mauncr or in compl iance wi1h c

xi.

he
D	""'-'='-'-'""-':...:=	'--ti"'-'-"""-�-"-""" 	II
re

�"�i'-��h=e_,�rcndor or aflili:11c(. ) ha.  been convicted of a contract crime.

Slilli:

I .   The  1 ·rm  "co11t rac1  · ·	"	• ns  nny  violation  of 		01· l'cdcrul unrilru!il luw			I to II ublic coutrocl or 111 vi				ribc.iy.
col	wirh

2.   . .	I   llll "c  IJ		111vic1io11'' J]lCllll�  n r   .  ' of µuill co111rnct  crime, \ itlt	1u1 n11

subcumm for authori'

42

UCSI

/ CFoormlumantted, Verti: Ccaeln:tIenrelidn,eP,oRsietilaotnlv:eHtoori: zMaontargiln: ,LWeftid, tRhe: laAtutlvoe II

(£)__The D1stric	·	infurrn lhc vendor in writiug or its 1 1111.:111 10 licny,·sus1>ml.!.
o	k	l uali licJ  ·ta(tis and ulform the	·	to a
t	1 ich must be f  wed and t	n its.
         Ji)	vi thin I O Ju '�   h a 1 1c rccc	 1c111 the hcuri1        _          .�i hi 1  JO cta    nflc1  rccui	· the re, uesl  for thc hcmJ_IJ �-  The dee, ·ion shul l be 1ss11cd I  ith11 1 
hearing,

c   In  the cas ·  of coIu]'l\ct • 'me	• Ruic hull he revoked in tin
uf a vendor'	re-
riml of t i1111.: bn	I o	usncss of the delii:1 l::.x1111mlcs of fo ·tors itffcet i nµ chc seriousness ofa dcticicncyarc:
1 . l nnacts on  xo'cct schedule co t  o i". Uusafc conditions allowed 10 cx'st ·
.ii.
iv   Dela   or  11crforcncc with the v.   The  mt  ncinl for re cti iow

H

l nlc •rit   of the  mbl'c contni
Eff1.:ct on t he hcuh h• . afcty, und wclforc or 1hc  mblic.

SpectncAuthority:	1 , 11(5), 190.011(1 ), Fla. SI.It.

lbr a

H
Law Implemented:	190.033, 255.0525, 255.20, Fla. Stat.

Form  ttad: 	Relative1

Centered, Posltlon: Horizontal: Lelt,	tc
/ Column, Vertical: In line, Relatrve to: Margin, Width: Auto
43

.Rule 3.5	Construction Contracts, Not Design-Build.
Scope. AU contracts for the construction or improvement of any building, structure, or other public construction works authorized by Chapter 1 90 of the Florida Statutes, the costs of which are estimated by the District in accordance with generally accepted cost accounting principles to be in excess of the threshold amount for applicability of Section 255.20 of the Florida Statutes, as that amount may be indexed or amended from time to time, shall be let under the tenns of these Rules and the procedures of Section 255.20 of the Florida Statutes, as the same may be amended from time to time. A project shall not be divided solely to avoid the threshold bidding requirements.
Procedure. When a purchase of construction services is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.
	Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper ofgeneral circulation in the District and in the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least twenty-one (2 1) days for submittal of sealed bids, proposals, replies, or responses, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of bids, proposals, replies, or responses. If the Board has previously pre-qualified contractors pursuant to Rule 3.4 and determined that only the contractors that have been pre-qualified will be permitted to submit bids, proposals, replies, and responses, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation need not be published. Instead, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be sent to the pre-qualified contractors by United States Mail, hand delivery, facsimile, or overnight delivery service.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand
delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

( Formatted: Heading 2 Char, Font: 10 pt, Not Bold	

Formatted: Centered, Position: Horizontal: Lett, Relative tc

/ Column, Vertical: In line, Relative to: Margi�, Width: Auto
44

If the District has pre-qualified providers of construction services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, or responses to Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations.
In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold theall required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;
Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the bidder is a corporation; and
Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.
Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects suel · sin<;luding but 1101 limited t rccr n lo mc111 ns is111nC'<, safety, tax withholding, worker's compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.
Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response, if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

�

Bids, proposals, replies, and responses, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1 .3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting, and shall be made available upon request. Minutes should be taken at the meeting and maintained by the

District. Bids, proposals, replies, and responses shall be evaluated in

Formatted: Centered, Positlon: Horizontal: Left, Relatlve to
/

Column, Vertical: In lloe, Relative to: Margin, Width: Auto

accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and these Rules. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No contractor shall be entitled to recover any costs of bid, proposal, response, or reply preparation or submittal from the District.

The Board may require potential contractors to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

G) Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses, shall be provided in writing to all contractors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.1 1 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District's purchase of construction services under this Rule shall be in accordance with the procedures set forth in Rule 3 .11. 
46	• / CFolonnumattledn, VerU: Ccaenl:tIenrelidn,ePo, Rsietllaotniv:eHtoori:zMoanrtagiln: ,LeWftid, Rthe:latiAutove tll

(k) If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the Disttict may purchase construction services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the Disttict may fftk.e-whMevef  ters-r ns 11Rbly-t1eo�H-OffleHtl-proceed with the procurement of construction services, 11 1  1 h • 111111111c   the Bonrd dc1cm1111cs is !11 the best intcn!sts of the  Distrii;L. which steps-may include but  1s  1101 limitct!...ill_a direct purchase of the construction services without further competitive selection processes.
Sole Source: Government. Construction services that are only available from a single source are exempt from this Rule. Construction services provided by governmental agencies are exempt from this Rule. This Rule shall not apply to the purchase of construction services, which m,ay include goods, supplies, or materials, that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules. A contract for construction services is exempt from this Rule if state or federal law prescribes with whom the Disttict must contract or if the rate of payment is established during the appropriation process.
Contracts: Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. The Disttict may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board Meeting.
Exceptions. This Rule is inapplicable when:

The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the
�•m-0km;o111ract; or
The Disttict, after public notice, conducts a public meeting under Section
286.01 1 of the Florida Statutes, and finds by e. majority vote of the Board that it is in the public's best interest to perform the project using its own services, employees, and equipment.

Formatted: Centered, Position: Horizontal: Left, RelatlVI! to

/ Column, Ver1lcal: In IJne, Refatlve to: Margin, Width: Auto
47

Sp..,mc Authority: §§ 190,011(5), 190,011(15), Fla. Stat.
Law Implemented: §§ 119.0701, IRll.053, 190.0ll, 255,0518, 25S.0525, 255.20, 287.055, Fla. Stat.
Rule 3.6	Construction Contracts, Design-Build.

Scope.

                The District may utilize Design-Build Contracts for any public construction project for which the Board determines that use of such contract is in the best interest of the District. When letting a Design-Build Contract, the District shall we the following procedure:
Procedure.
The District shall utilize a Design Criteria Professional meeting the requirements of Section 287.055(2)(k) of the Florida Statutes, when developing a Design Criteria Package, evaluating the proposals and qualifications submitted by Design-Build Firms, and determining compliance of the project construction with the Design Criteria Package. The Design Criteria Professional may be an employee of the District, may be the District Engineer selected by the District pursuant to Section
287.055 of the Florida Statutes, or may be retained pursuant to Rule 3.1. The Design Criteria Professional is not eligible to render services under a Design-Build Contract executed pursuant to the Design Criteria Package.
A Design Criteria Package for the construction project shall be prepared and sealed by the Design Criteria Professional. If the project utilizes existing plans, the Design Criteria Professional shall create a Design Criteria Package by supplementing the plans with project specific requirements, if any.
The Board may either choose to award the Design-Build Contract pursuant to the competitive proposal selection process set forth in Section 287.055(9) of the Florida Statutes, or pursuant to the qualifications-�based selection process pursuant to Rule 3 .1. 
Qualifications-Based SelccLion. If the process set forth in Rule 3.1 is utilized, subsequent to competitive negotiations, a guaranteed maximum price and guaranteed completion date shall be established.

.

procedures for evaluation of proposals have been developed,

48

Competitive Proposal-Based Selection. If the competitive proposal selection process is utilized, the Board, in consultation with the Design Criteria Professional, shall establish the criteria, standards and procedures for the evaluation of Design-Build Proposals based on price, technical, and design aspects of the project, weighted for the project. After a Design Criteria Package and the standards and

Formatted: Heading 2, Left, Tab stops; Not at O" +  0.5"
111 + 3.2511 + 3.5" + 4'11 + 4.511 + 511 + 5.511 + 611

I

Column, Vertlcal: In llne, Relatlve to; Margin, Width: Auto

Formatted: Centered, Position; Horizontal: Lelt, Relatlve txJ

competitive proposals from qualified finns shall be solicited pursuant to the design criteria by the following procedure:
I .   A Request for Proposals shall be advertised at least once in a newspaper of general circulation in the county in which the District is located. The notice shall allow at least twenty-one (21) days for submittal of sealed proposals, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal ofproposals.
The District may maintain lists of persons interested in receiving notices of Requests for Proposals. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest ofany contract award.
In order to be eligible to submit a proposal, a firm must, at the time of receipt of the proposals:
Hold the required applicable state professional licenses in good standing, as defined by Section 287.055(2)(h) of the Florida Statutes;
Hold all required applicable federal licenses in good standing, if any;
Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation;
Meet any special pre-qualification requirements set forth in the Request for Proposals and Design Criteria Package.
Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects suek•-osincludin , but 1101 lirni!Cl.L 10 rccm lo 111en1
pssis ancc safety, tax withholding, worker's compensation,	Formatted: Centered, Posltion: Horizontal: Lelt, Relative tc
/ Column, Vertlcal: In line, Relative to: Margin, Width: Auto
49

5

unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.
Evidence of compliance with these Rules must be submitted with the proposal if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the proposal.
The proposals, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1 .3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting, and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. In consultation with the Design Criteria Professional, the Board shall evaluate the proposals received based on evaluation criteria and procedures established prior to the solicitation of proposals, including but not limited to qualifications, availability, and past work of the firms and the partners and members thereof. The Board shall then select no fewer than three (3) Design­ Build Firms as the most qualified.

The Board shall have the right to reject all proposals i{ the r n osals rirc tq_ o hi •h or rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of proposal preparation or submittal from the District.
If less than three  (3)  pr<,po�nl-s Rc-  onsivc  Pro  os11ls  are received, the District may purchase design-build services or may reject the proposals for lack of competitiveness. If no
�p&.,ttM{cs mnsivc  I'm 1osal: are  received,  the  District may talw--wl�   ·   ep&-f-8a� ttal��	�M	in   r kn• proceed with the procurement of design-build services_in the manner the Board determines is in the best interests of U,e Distri  t, which s�may include but is nm lhni_tc<l to a direct purchase of the design-build services without further competitive selection processes.
Notice of the rankings adopted by the Board, including the
rejection of some or all proposals, shall be provided in writing to all consultants by United States Mail, hand

{ Formatted: text, Font color: Dari( Bl                    u e	

/

fCormolumantted, Vertj: Cceanl:tIenreIId�, P, oRsle�laontiv:eHtoori: zMoantargiln: ,LeWttid, tRhe: laAtiutove ti:
50

delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3. 11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District's rankings under this Rule shall be in accordance with the procedures set forth in Rule 3 .11 .
The Board shall negotiate a contract with the firm ranking the highest based on the evaluation standards and shall establish a price which the Board determines is fair, competitive and reasonable. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the second most qualified finn, based on the   ranking   by   the   evaluation   standards.      Fai�mg 11c :ordShould    he   n}, rd   be   I  rnhlu   lO   111! •odn1c   u satisfnctory contrnct with the--  firm consid ·red 10 be  the second most qualified 11m. 1h      11ri--31       ·c consi<lcrctl by  lhc  Uonrd  to  be  foir,  compc1 i1ivc
11c •ot ia ions witl thut inn must ,�nninu
terminated. The Board shall then undertake negotiations with the ·
unable to n
nsidc· ·d  b	•  1   1c1it'v�,_illill rca onahh:, negotiations with thut finn 11111 1 be 1ern1111a1cd. Should the Board be unable to negotiate a satisfactory contract with any of the selected firms, the Board shall select additional finns in order of their rankings based on the evaluation standards and continue negotiations until an agreement is reached or the list of firms is exhausted.

After the Board contracts with a firm, the firm shall bring to the Board for approval, detailed working drawings of the project.

The Design Criteria Professional shall evaluate the compliance of the detailed working drawings and project construction with the Design Criteria Package, and shall provide the Board with a report of the same.

5 1	/ CForolummantted, Verti: cCaeln:tIenreldin,eP,oRselHlaoHnv:eHtoori: zMoanrtagiln: ,LWiettd, tRhe: laAtuivtoe tt

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchase. The Board may, in case of public emergency, declare an emergency and immediately proceed with negotiations with the best qualified Design-Build Firm available at the time. The fact that an Emergency Purchase has occurred shall be noted in the minutes ofthe next Board meeting.
Exceptions. This Rule is inapplicable when:
The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contractor; or

The District, after public notice, conducts a public meeting under Section
286.01 1 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public's best interest to perform the project using its own services, employees, and equipment.

SLpaeew lIOmcpAleumtheonrtietdy::  I§§§ 119190,.07101(15,)1,8199.005,031,11(9105.)0, 3F3l■, ,25S5ta.0L511, 255,0525, 255.20, 287.0$5, Fla. StaL	 	

s· + s.s·

0F.arm5" +■tlllld1" +: H1ea.5"di+ng22', +Tab2.st5'o+ps:3N'o+t a3t,5-"0.+25"4"++ 04" .+5'

52	FCormolum■nttad, Veitl: Ccaenl:tIernelldn,ePosi, Retilationv:eHtoori: zMontaargiln: I, .A!Wrtidt, Rhe:laAtiutvoe tc

Rule 3.{7l)
(2)

(3)

Payment and Performance Bonds.

Scope. This Rule shall apply to contracts for the construction of a public building, for the prosecution and completion of a public work, or for repairs upon a public building or public work, and shall be construed in addition to tenns prescribed by any other Rule that may also apply to such contracts.
Required Bond. Upon entering into a contract for any of the services described in section (1) of this Rule in excess of $200,000, the Board should require that the contractor, before commencing the work, execute and record a payment and performance bond in an amount equal to the contract price. Notwithstanding the terms of the contract or any other law, the District may not make payment to the contractor until the contractor has provided to the District a certified copy of the recorded bond.

I

Discretionary Bond. At the discretion of the Board, upon entering into a contract for any of the services described in section (1) of this Rule for an amount not exceeding $200,000, the contractor may be exempted from executing a payment and performance bond.

LSpawedIffmcpAle11mlheonrltetdy::  §§Z51950.0,05,1F1 (l5■),• S1t9■0t..01 1(15), FIL Stat.

s· + s.s"

F0.«m511  +attled111  +: H1.ea51d1  +ing22", +Ta2b.st511o+ps:3N" o+t a3t.5-101  +.254" 1+1  + O4" .+511

53	.I CFormolumantted, Verti: Ccaenl: tIenrelidn,eP,oRsietilaotinv:eHtoo�: zMoantargiln: ,LeftWidth, Re:latiAull>ve tt

Rule 3.8

(1) 

(2)

Goods, Supplies, and Materials.

Purpose and Scope. All purchases of goods, supplies, or materials exceeding the am.ount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, shall be purchased under the terms of this Ruic. Contracts for purchases of"goods, supplies, and materials" do not include printing, insurance, advertising, or legal notices. A contract involving goods, supplies, or materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

Procedure. When a purchase of goods, supplies, or materials is within the scope of this Rule, the following procedures shalJ apply:

Tbe Board shall cause to be prepared an Invitation to Bid, Request for Proposals, lnvitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

The District may maintain Lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, or Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person lo receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

lfthe District has pre-qualified suppliers of goods, supplies, and lllllterials, then, at the option of the District, only those persons who have been pre­ qualified wiU be eligible to submit bids, proposals, replies, or responses.

In order to be eligible to submit a bid, proposal, reply, or response, a finn or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold lfleall required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

54

CFoormlumantted, Verti: Ccaeln:tIenrelidne, Posi, RetilaoUnv:eHtooriz: Moantrgalin: ,LeWftid, tRhe; lAatutolve to

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and
Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.
Evidence of compliance with these Rules must be submitted with the bid, proposal, reply or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Any firm or individual whose principal place of business is outside the State of Florida must also submit a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that foreign state to business entities whose principal places of business are in that foreign state, in the letting of any or all public contracts. Failure to submit such a written opinion or submission of a false or misleading written opinion may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses shall he publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and
responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and this Rule. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvB.l}tage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional infonnation may be requested and/or provided to evidence compliance, make non­ material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid, after taking into account the preferences provided for in this subsection, submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid, Request for
Proposals, Invitation to Negotiate, or Competitive Solicitation shall be accepted. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which does not grant a preference in competitive purchase to
businesses whose principal place of business are in that foreign state, the / Formatted: Centered, Position: Horizontal: I.cit, Relative ti:
Column, Vertlcal: In llne, Relative to: Margin, Width: Auto
55

lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference of five (5) percent. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which grants a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference equal to the preference granted by such foreign state.

G)

(k)

To assure full understanding of the responsiveness to the solicitation requirements contained in an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to llward, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing lo all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District's purchase of goods, supplies, and materials under this Rule shall be in accordance with the procedures set forth in Rule 3.11. 
If less than three (3) bi4&,pH:lfltl!iffi. ret>li�Res onsivc liids Pro osals Re Jlics, or A!spa11SeSRcs ionscs are received, the District may purchase goods, supplies, or materials, or may reject the bids, proposals, replies, or responses for a lack of competitiveness. [f no Responsive Bid, Proposal, Reply,  or Response  is  received,  the  District  may  luk     IMeYU F-----SI�
reaS<+tmMy-neueslffit<y-ifl  ird  r-10-proceed with the procurement of goods, supplies, and materials, i11 lhe manner the Bonni de1enni11c:s is in 1hc best

I

formatted: Centered, Position: Horizontal: Left, Relative tt Column, Vertical: In line, Relattve to: Margin, Width: Auto

56	.,

intcrc�is or the  Disu•ict, which !ift!p!i-may include but  1s 1 01  li111itcd  II> a direct purchase of the goods, supplies, and materials without further competitive selection processes.
Goods Su lies and Materials i eluded in a ConsLruction Contract Awarded Pursuant to Ruic 3.5 or 3.6. There may be occasions where the District has undergone the competitive purchase of construction services which contract may include the provision of goods, supplies, or materials. In Lhat instance, the District may approve a change order to the contract and directly purchase the goods, supplies, and materials. Such purchase of goods, supplies, and materials deducted from a competitively purchased construction contract shall be exempt from this Rule.
	Exemption. Goods, supplies, and materials that are only available from a single source are exempt from this Rule. Goods, supplies, and materials provided by governmental agencies are exempt from this Ru!c. A contract for goods, supplies, or maLerials is exempt from this Rule if state or federal Jaw prescribes with whom the District must contract or if the rate of payment is established during the appropriation process. This Rule shall not apply to the purchase of goods, supplies or materials that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules.
Renewal. Contracts for the purchase of goods, supplies, and/or materials subject to this Rule may be renewed for    per-it>c1-t-hllHHI    n-01-e-iceee<:I  h�-ye.tr-:   f 1-he-term-  Hh    r-lgtmtl    ntmet,whiehever-pe�itr-fongem maximum   crio<l of live 5 cars.
Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.
SpecJRc Aulborlty: §Ii 190.011(5), 190.011(15), Fie. SI.IL
Law Implemented: I§ 189.053, 190.033, 287.017, 287.0114, FIL Stal

Formatted: Heading 2, Tab stops: Not at O" + 0.5" + 1• 1,511 + 2" + 2.511 + 3" + 3,511 + 4• + 4,511 + 511 + 5.511
   6" + 6.5"	

57	•

Formatted: Centered, Position: Horizontal: Lett, Relative tc
/ Column, Vertical: In line, Relative to: Margin, Width: Auto

Rule 3.9	Maintenance Services.

) Scope. All contracts for maintenance of any District facility or project shall be set under the terms of this Rule if the cost exceeds the amount provided in Section
287.017 of the Florida Statutes, for CATEGORY FOUR. A contract involving goods, supplies, and materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purcbase shall not be divided solely in order to avoid the threshold bidding requirements.
Procedure. When a purchase of maintenance services is within the scope of this Ruic, the following procedures shall apply:
Tbe Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.
Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal ofbids, proposals, replies, or responses.
The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.
If the District has pre-qualified suppliers of maintenance services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, and responses.
In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:
Hold theall required applicable state professional licenses in good standing;
Hold all required applicable federal licenses in good standing, if any;

Formatted: Centered, Position: Horizontal: Lei\, Relative to
/ Column, Vertlcal: In line, Relatlve to: Margin, Width: Auto
58	,/

Hold a current and active Florida corporate charter or be authorized to do business in the State ofFlorida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

	Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and these Rules. Minor variations in the bids, proposals, replies, and responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted in response to an Invitation to Bid by a Responsive and Responsible Bidder shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate or Competitive Solicitation the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, or responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No Vendor shall be
59	.// CForolummantted, Vert!: Ccenal:tIenrelidn,eP,oRsietilaotniv:eHtoori: zMoantrgali:n,lWerti,dthRe:laAtiuvteo ti:

entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.
The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.
G) Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3 .11 of the Rules of the District
shall constitute a waiver of proceedings wider those Rules," or wording to that effect. Protests of the District's procurement of maintenance services under this Rule shall be in accordance with the procedures set forth in Rule 3. 11. 

(k)  If less than three  (3) Responsive  Bids, Proposals, Replies,  or Responses are received, the District may purchase the maintenance services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received,  the District may  · ·      h-a�v&   ·t&p&-1�1M    1e1;e:; n     ·n HI kl-proceed with the procurement of maintenance services, in the 111111111  r  he  :Jt1n d   c1cm1·11c.� is in the best  i11tcrc:.1s nf rhi t Dis1 1'ic1  which stei . may include bl 101 lit ,·red lu a direct purchase of the maintenance services without further competitive selection processes.

Exemptions. Maintenance services that are only available from a single source are exempt from this Rule. Maintenance services provided by governmental agencies are exempt from this Rule. A contract for maintenance services is
exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Renewal. Contracts for the purchase of maintenance services subject to this Rule may be renewed for &-1   fit}(l th11  "'     1  Hf.   �tftl     t"Yt!fl�r�'Ht -OHhe ol'ig-imtl  ' nlH1o-1,whi1;hwei:..pefli    ·s--lengti�,,...a maximum  1criod or five        cars.
Contracts: Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.
Specific Authority: I§ 190.011(5), 190.011(15), 190,033, Fl■• St■t.

60

Formatted: Centered, Position: Hor1zontal: Left, Relatlve tc

I

/ Column, Vertical: In line, Relatlve to: Margin, Width: Auto

Law Implemented: H 1111.0701, 1110.033, 287.017, Fla. Stat.

61 

F11orm1  +  a1tted,511 +: H2e11 a+din2g,5211, +Left31,1 T+ab3s.5to"p+s: 4N"o+t at4.5D"11 ++  501,15+"

5.511 + 611 + 6.511

/I FCoolrumm■ntted, Verti: Cceanl:tIenrelldn,eP, oRseitilaotniv:eHtoari: zMoanrtagiln: ,LeWftid, tRhe:lAatuivteo ti

Rule 3.10
(1)

Contractual Services.

(2)

Exemption from Competitive Purchase, Pursuant to Section 1 90.033(3) of the Florida Statutes, Contractual Services shall not be subject to competitive purchasing requirements. If an agreement is predominantly for Contractual Services, but also includes maintenance services or the purchase of goods and services the contract shall not be subject to competitive pun;basing requirements. Regardless of whether an advertisement or solicitation for Contract\Jal Services is identified as an Invitation to Bid, Request for Proposals, Invitation to Negotiate,

or Competitive Solicitation, no rights or remedies lUlder these Rules, including but not limited to protest rights, arc conferred on persons, firms, or vendors proposing to provide Contractual Services to the District.
 	
Contracts: Public Records. In accordance with Florida law, each contract for Contractual Services shall include provisions required by law that require the contractor to comply with public records laws.

Spedffc Aulburity: I§ 190.011(5), 190.011(15), FIL Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, Fla. Stat.

Formatted: Centered, Position: Horizontal: Left, Relatlve tt
/ Column, Vertical: In line, Relative to: M�rgln, Width: Auto
•.
62

+.-1+---11001"'+1	11 -1� R •.�plW   :r�-l'-roiieedh   · 1md(l-F-Ru1  . a..1
,U  1tnd-.4,9-.,,

63	.I

Formatted: Font: 10 pt; Not Bold Formatted: Font: 9 pt, Bold

/

Formatted: Centered, Position: Horizontal: Lel't, Relative Ill Column, Vertical: In line, Relative to: Margin, Width: Auto

ll-uk .-l-.11-w ilh l{cP�rumcec�tl: 111 Proceeding.  under l{uh:· J. 11 J.2, 3.3, 3.41 .ts, J.61 3.8, and 3.9.
The resolution of anyprotests with respect to proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6,• 3.8, and 3.9 shall be in accordance with this Rule.

(Formatted: Indent: Left: O"

Filing.

	With respect to a protest regarding qualifications, specifications, documentation, or other requirements contained in a Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation issued by the District, the notice of protest shall be filed in writing within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after the first advertisement of the Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District's intended decision. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically 'terminate the protest proceedings.

	Except for those situations covered by subsection (! )(a) of this Rule, any flI111  or  person  who  is  affected  adversely  by  a  District's  ranking  or intended awe.rd under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9 and desires to contest the District's ranking or intended award, shall file with the District a written notice of protest within seventy-two (72) calendar hours (excluding Saturdays-, Sundays, and state holidays) after receipt of the notice of the District's ranking or intended award. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District's ranking or intended award. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

bo1 J am! the ·	b   u

-----(u	ff 	___., 	---"'��==='-'=,._._,..,_=--==,.__-=-=-.r.
ncrc ·11t·1 •c of the contract	_     closed in the District's competitive solicitation documents for a particular purchase under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9, 1k      ar44�
64

/, CFormolumllttedn, Vertl: Ccaeln: tIenrelidn,eP, oRsietilaotinv:eHtoori: zMoanrtgailn: ,LWeftld, tllRe:lAaUuvtoe to

any person who files a notice of protest WJlli!.Sl posl athe piotest bond-111 1he,.J]JJ;! amounl 1.1qual u, l.!¥0 014-41  -..u11t11ip1t1�1l 1R1111rn •1--amounHh,u-i1Hht! 1,u�	f the protest  houd  . I al	c  <lc1cnni111:d  h   Di:micl  sta ff aficr co11sul1ation  wnh  1hc  !lourd  and  within  the  limits   if 1111	i111 Hlscd  h Florida law. In the event the protest is successful, the protest bond shall be Iefunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District's costs, expenses, and attorney's fees associated with hearing and defending the protest. In the event the protest is settled by mutual agreement of the parties, the protest bond shall be distributed as agreed to by the District and protestor.
(d) The District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

Contract Execution. Upon receipt of a notice of protest which has been timely filed, the District shall not execute the contract under protest until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances showing that delay incident to protest proceedings will jeopardize the funding for the project, will materially increase the cost of the project, or will create an immediate and serious danger to the public health, safety, or welfare, the contract may be executed.

Informal Proceeding. If the Board determines a protest does not involve a disputed issue of material fact, the Board may, but is not obligated to, schedule an infonnal proceeding to consider the protest. Such informal proceeding shall be at a time and place determined by the Board. Notice of such proceeding shall be sent via facsimile, United States Mail, or hand delivery to the protestor and any substantially affected persons or parties not less than three (3) calendar days prior to such informal proceeding. Within thirty (30) calendar days following the informal prnceeding, the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision.

Forrnol Proceeding. If the Board determines a protest involves disputed issues of material fact or if the Board elects not to use the informal proceeding process provided for in section (3) of this Rule, the District shall schedule a formal hearing to resolve the protest. The Chairperson shall designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer to conduct the hearing. The hearing officer may:

Administer oaths and atfamations;
Rule upon offers ofproofand receive relevant evidence;
Regulate the course of the bearing, including any pre-bearing matters;

65

/  CFormolumantted, Vertf: Ccaeln:tIenredlln,eP,oRselUlaotn1v:eHtoor;izMoantargiln: ,lWeftid, tRhe: laAtiutvoe tc

Enter orders; and
Make or receive offers ofsettlement, stipulation, and adjustment.

The hearing officer shall, within thirty (30) days after the bearing or receipt of the hearing transcript, whichever is later, file a recommended order wrucb shall include a caption, time aod place of hearing, appearances entered at the hearing, statement of the issues, findings of fact and conclusions of law, separately stated, and a recommendation for final District action. The District shall allow each party fifteen (15) days in which to submit written exceptions to the recommended order. The District shall issue a final order within sixty (60) days after the filing of the recommended order.

lntcrvcnors. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Rejection of all Qualifications, Bids, Proposals. Replies and Responses after Receipt of Notice of Protest. Ifthe Board determines there was a violation oflaw, defect, or an irregularity in the competitive solicitation process, the Bid .•
Pro  osnls  Re lie·  and Re� onscs arc I  o hi ,J  or if the Board deterol,i�es /t is     � [.__Ponnatted:_text
otherwise in the District's best interest, the Board may reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew. If the Board decides to reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew, any pending protests shall automatically terminate.

Settlement. Nothing herein shall preclude the settlement of any protest under this Rule at any time.

LSp■wedI0mcpAleumtheonritetyd::  §§§11110!1.00.J0J1,1Fl(5)a,. 1S9t0a.t0. 11(15), Fla. StaL

f1or.5m" +atted2" +: H2ea.5d"i+ng 31,,2T5a"b+sto3.ps5": +No4t a"t+ O" +  0+.5" +  1"

5.s· + 6"

4.5'

5" +

Ponnlllt:lld:

66	/ Column, VertiCcaeln:tIenrelidne, P, oRsietilaontiv:eHtoori: zMoantargiln: ,LWeftid, tRhe:laAtiutove to

Rule 4.0	Effective Date.
These Rules shall be effective

, �fL ellcept that no election of

officers required by these Rules shall be required until afier the next regular election for the Board.

Speclnc A11tbor1ty: 11 H0.111(5), 190.011(15), Fla. Stat. Law lmplemeattd:  II 1!10.011(5), 190.011(15), Fl■• Stat.

Fonn■lt■d: Centered,  Position:  Horlzonllll:  Left,  Relatlve Ill
/ COiumn, Veitlcal: In line, Relatlve to: Margin, Wldtl1: Auto
67	_,,

G rove Resort Community Development District

Matters Related to the
FY2018 Property Tax Exemptions

Grove Resort Community Development District

Ratification of Special Counsel Agreement

February 1 8, 2020

Robert E.V. Kelley, Jr. Direct Dial: (813) 222-8508 rob.kelley@hwhlaw.com

VIA ELECTRONIC MAIL via PFM Group Consulting LLC
Kevin Mays, Vice Chairman
Grove Resort Community Development District 1 2051 Corporate Boulevard
Orlando, Florida 32817
Re:	Engngement as Counsel
Grove Resort CommunihJ Development District (the "District")

Dear Mr. Mays:
We appreciate your decision to r tain Hill, Ward & Henders n, P.A., as 1 · ga l counsel on behalf of Grove Re rt Community Development District, in connt!ction with th District's eligibili ty for property tax exemptions in Orang - County, Florida. We look forward to serving your n eds in this matter and establishing a mutually satisfactory relationship. Our engagement began on January 24, 2020.

The purpos of this I :.tt r is to confirm our engagement as counsel and to provide you certain information the terms that will gov-rn our relationship. The following summarizes the terms that wi!J apply to our engagement:
Attorneys' F es and Costs
This will confirm that our prof ssional fe s and out of pock t costs advanced will be paid by PFM Group Consulting LL and all billing will b direct d to them, as provided in a separate letter to PFM.
Other Client Relationships
During the term of this ngagement, we agree that we wiJI not accept representation of another client to pursue interests that are directly ad rs to your interests unless and until w make full d isclosure to you of all th relevant fact , circumstances, and implications of our undertaking the two representations, and confirm to you in good faith that we have done so and that the following criteria are met: (i) there is no sub tantial relationship between any matter in which we are representing or have represented you and the matter for the other client; (ii) any confidential in formation that

�1)�4

jlf)

Kevin Mays, Vice Chairman
Grove Resort Community Development District Pebruary 1 8, 2020
Page 2

we have received from you will not be available to the lawyers and other  Hill Ward  I Ienderson personnel involved in the representation of the other client; (iii) our effective represen tation of you and th ' discharge of our prof sional responsibilities to you will not be prejudiced by our representation of the	ther client; and (iv) the other client ha also consented in writing based on our full disclosure of the relevant facts, circumstances, a nd implications of our u ndertaking the two representations. If the foregojng conditions a re satisfied, you agree that we may und rtak the adverse repr sentation and that all conflict i sues will be dee.med to have been resolved or waived b		ou . By making this agreern  nt, we ar	establishing the criteria Lhat will govern t he exercise of your right under applicable ethical rules to	bject to our representation of another client whose int r  sts  are adverse to you rs.	1f you cont  st  in good faith th	facts underlying our confirmation to you that the specified criteria have been met, then we will have the burden  f rcasonably supporting lho	facts.
Confidentiali ty and Other Related Matters

Regarding th ethics of our profession that will govern our representation, ·evcral points deserve emphasis. As a matter of profcssi nal responsibility, we arc required to preserve the confidences and secrets of our clients. This prof sional obligation and the legal privilege for attorney-client communications exist to encourage candid and complete communication between a client and his lawyer. We can perform truly beneficial services for a client only if we a re aware of all information that might b· relevant to our repres ntation.  Consequently, we  trust that our attorney-client r lationship with the Client will be based on mutual confidence and unr strained communication that will facili tate our proper representation of the Cl ient. Additionally, the Client should be aware that, in i nstances in which we represent a corporation or similar legal entity, our client relationship is with the ntity and not with its individual executives, shareholders, directors, partners, or persons in similar positions. In those cases, our professional responsibilities are owed only to that entity.
We will provide s rvic s ofa strictly legal nature. The Client will provide us with such factual information and materials as we require to perform the services identified in the engagement letter, and will make such business or technical decisions and determinations as a re appropriate. It is u nderstood that the Client is not relying on us for business, investment, accounting, or other non-legal decisions.

�-vl-,9

Upon completion of thi matter, or upon earlier termination of our relationship, the a ttorney-client relationship will end unless the Client and we have xpressLy agreed to a continuation with respect to other matters. Tcrminati n of the representation by

��

Kevin Mays, Vice Chairman
Grove Resort Community Development District February 18, 2020
Page 3

either party will not terminate the obligation to pay fees and expenses incurred prior to the termination.
During the course of our repre ntation, you may provide us with origi nal documents. We will maintain your original documents in our fi lci:; until our r pres"ntation nds. At that time, we will return the original documents to you. After receiving payment for any outstanding f es and costs, thos docum nts will b · returned to you ,.vithin a reasonable time.
Your agre ment to thi engagem nt constitutes the Client's acceptance of the for going terms and conditions. If any of them is unacceptable, please advise us n ow so that we can r solv • any differences and proceed with a clear, complete and consistent under tanding of our r lationship. If the terms set forth above are satisfactory, please so ind icate by signing and returning the nclosed copy of this letter.
Once again, we are grateful for the opportunity to work with you and we look forward to bringing this matter to a successful conclusion.
Sincerely,

HILL WARD HENDERSON

REVK/jb
cc:	Hank Fishkind, Ph. D.

Robert E. V. Kelley, Jr.

2-i,

Approved this _B_day of February, 2020. Grove Resort Community Development District

By:

�-ic__C

a??

13601007vl

February 18, 2020

Robert E. V, Kelley, Jr. Direct dial: (813) 222-8508 rob.kel1ey@hwhlaw.com

VIA ELE TRONIC MAIL
Hank Fishkind, Ph.D.
PFM Group Consulting LLC 1 2051 Corporate Boulevard
Orlando, Florida 32817

Re:	Engagement as Counsel
Grove Resort Commu nity Development District (the "District")
Advice Regarding the District's Eligibilityfor Property Tax Exemptions HWH File No. Pending

Dear Hank:

This will confirm that my firm has been engaged to represent the Grove Resort Community Development District ("Client") in connection with the District's efforts to secure ad 1mlorem  real  estate  tax  exemptionc,  on  District  property located  in Orange County, Florida. Our engagement will consist of providing advice and other assistance in furtherance of this effort. This will further confirm that the professional fees and out of pocket expenses relating to this engagement will be paid by PFM Group Consulting LLC ("PFM") on behalf of the Client, as described herein. This engagement began on January 24, 2020.

The fol1owing summarizes our firm's billing practices: Fe -s and Billi ng
The professional fees for services rendered and costs incurred will be billed on a monthly basis, based upon the hourly rates in effect at the time services are rendered. I will be primarily responsible for this engagement, although assistance will also be provided by associates lawyers and paralegals. My current hourly rate is $545, although lower rates may have been in effect since the engagement began. It is our policy to utilize professionals with lower rates whenever practical in order to serve you more efficiently. The rates charged by associate lawyers range from $235 to $300 per hour; paralegal rates are from $85 to $250 per hour. We record and bill our time in one-tenth hour (six minute) increments.

370 () BANK OF AMElUCA PLAZA , 101 E KEN N EOY B LVD, TAMPA, FL 33602-5 19 !1 TEL; 813-221 -3900 FAX : 813-22 1-2 900 WWW, HW H LAW.COM 

Hank Fishkind, Ph.D.
PFM Group Consulting LLC Page 2 of 4
February 18, 2020

The professional fees and expenses for this engagement will not exceed $10,000. To the extent we believe that additional services are required that would exceed $1 0,000, a written authorization from PFM and the Client is required.

Our firm generally requires a retainer in an amount that is appropriate with respect to the proposed representation. Unless specifically agreed to otherwise, the retainer will be applied to the last statement rendered in connection with the representation, with any unused portion being returned to you.   We have determined that a retainer is unnecessary at this time, but we reserve the right to condition further representation in this matter on the payment of a retainer as the circumstances may dictate.

Our internal hourly rates change periodically to account for increases in our cost of delivering legal service, other economic factors, and the augmentation of a particular Iawyer1s  ability,  experience,  and  reputation.    Any  such  changes  in  hourly  rates  are applied prospectively, as well as to unbilled time previously expended.

We will bill monthly throughout the engagement for services rendered and expenses incurred during the preceding month. Our monthly statements are due upon receipt. If our monthly statements are not paid within ninety (90) days after they are rendered, we reserve the right to discontinue services until our account is brought current. Additionally, if our statement has not been paid within thirty (30) days from the date of the statement, we impose an interest charge of 1 .25 percent per month (a 15 percent annual percentage rate) from the 30th day after the  date of the statement until it is paid in full. Interest charges apply to specific monthly statements on an individual statement basis. Any payments made on past due statements are applied first to the oldest outstanding statement. We are entitled to attorneys' fees and expenses if collection activities are necessary.

We invite you to discuss freely with us any questions you might have concerning a fee charged for any matter. We want you to be satisfied with both the quality of our services and the reasonableness of the fees that we charge for those services.

Out of Pocket Expenses

In addition to legal fees, our statements may include out-of-pocket expenses that we have advanced on behalf of the Client and our internal charges (which may exceed direct costs) for certain support activities. Alternatively, the firm may charge for such

Hank Fishkind, Ph.D.
PFM Group Consulting LLC Page 3 of 4
February 18, 2020

internal charges as a percentage of the fees charged. Advanced costs generally will include such items as travel expenses, postage in excess of the first-class rate for ordinary letters, and filing, recording, cerlilication, and registration fees. Internal charges typically include such items as long distance Lelephone tolls, facsi mi]e transmissions, overnight courier services, certain charges for terminal time for computer research and complex document production, and charges for photocopying materials.
If any of the foregoing terms and conditions are unacceptable, please advise us now so that we can resolve any differences and proceed with a clear, complete and consistent understanding of our relationship. If the terms set forth above are satisfactory, please so indicate by signing and returning the enclosed copy of this letter.

REVK/jb
cc:	Kevin Mays, Vice Chairman

Sincerely,
HILL, WARD & HENDERSON, P.A.
�WK�
Robert E. V. Kelley, Jr.

Grove Resort Community Development District

Approved this /9721- day of February, 2020.

PFM

hN.I\N C.�t   .   .   .   A,Muut-5 
Grtmp  onsulti1"tg LLC

13601300Vl

Grove Resort Community Development District

Agreement between the District and paramount Hospitality Management, LLC for Management (Operator) Services

MANAGEMENT AGREEMENT

By and Between

Grove Resort Community Development District As Owner

And

Paramount Hospitality Management, LLC As Operator

Dated: January 14, 2020

131 56085-8

Table of Contents

Page
AR  I   LE l Definitions	2
AR.TI   LE I I Representations and Warrantie	7
li	By Owner	7
2.2	By Operator	8

ART!
.1.l
ARTICL

4.2

ti
 	
4.3
4.4
4.5
 	
4. 7
L 4.9
4. 10 
ill 4. 1 2
ti.. 4. 14
ART! L
ll 5.2
5.3

E II J Tenn of Agreen,ent	8
Tenn	8
[V Duties of  perator	8
Appoi_ntment 	8
General Operation  tandards	9
Annual Plan and Annual Operating Budget Approval Process	11 
Employees; Employment of  Persom1el:   ubcontractors 	12 
ompliance with District Rules of Procedure and Adopted Rate	14 
Peanits	14 
Financial Statements	15 
Books and Records	15 
ompliance with Public Records Law	16 
Taxes and As essments	16 
Governn1ental Regulations	16 
Tax Exernpt   tatus 	16 
Notices of !aim of Injuryo r Damage	17 
Hazardous Materials. Toxic Wastes, and Asbesto ·	17 
V Management Fee	17 
Payment of Ma11agen1ent Fees 	17 
Payrnent Mechanics	17 
Other Payments	1. 8 

ARTI  LE VI  upport and  ervices	18 
hl	Systems Support and Services	18 
2	 Technology Sy tems upport and Services	18 
3	Traini11g and Educational Support Programs 	18 

ARTI L 1J.
7.2
 	
7.4

VU lnsurance	18 
Insurance	18 
In urance Requirerneuts	19 
Pol icy Reguire1nent	19 
Insurance Limits	19 

ARTICLE VIII Working apital and Disbursement of Fonds	20
U.	Owner	Obl igation to Mak  Working apital Payments	20
8. 2	Di bm ement of Fund ; Revenue Col lection	20
ARTJ   LE 1X Repairs and Replacement 	21 
2.,1	Routine Maintenance	21 
131 56085-8

Table of Contents (continued)

9.2
9.3

[Intentional ly On1itted) 	21 
Capi tal lrnproven,ents	21 

ARTI   L • X fntellectual Property Rights	22
J_Qj_	Use	22
t 0.2	Restriction	22
I   0.3	Guest Data	22
10.4	l111prove1nents to   y te1n 	22
1 0.5	Records	22
ARTICLE XI Transfers	23
lLl	Transfers by Operator	23
ill	Transfers by Owner	23
11 .3	Effect ofTransfer	23
ARTICLE XII Termination	23
1     2. 1	Either Party	23
1    2.2	Bv Owner	24
1      2.3	By Operator	24
12.4	Procedure	25
1      2. 5	Remedies Cumulative	25
A RT!	ondemnation and Casualty	26
13. 1	Total Conde111nation 	26
1      3.2	asualty and Parlial	ondemnation	26
A RTICLE XIV Notices	26
14.l	General	26
ARTI   LE XV fndemni fication	27
1     5. 1	Operator fndeinni fication	27
1 52	Owner [nde1m1ification	27
15. 3	Indemnification Claims	27
ARTICLE XVI Miscellaneous	28
1 6. 1	No Partnership or Joint Venture 	28
1 6.2	Force Majeure	28
1 6. 3	Venue; Waiver of Jury Trial	28
1 6.4	Modificalion and Changes	29
1       6. 5	Understandings and Agreements	29
1      6.6	No Assurance of Profits	29
Headings	29
8	Costs of Enforcement 	 29
1 6.9	Governing Law	29
1 6.10	Partial  lnval idiLy 	29
16.1 1	Waiver	29
2	Counterparts	 29
3	Estoppel	ertificate-s 	 29
14	District s Abil ity to Lev y  pecial Asse. sments	30
ii

Table of Contents (continued)

EXHIBIT I Insurance EXHIBIT 2 Annual Plan

MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement"), made as of the 14th day of January, 2020 (the "Effective Date"), is by and between Grove Resort Community Development District, a local unit of special-purpose government established pursuant to Chapter 1 90, Florida Statutes, and located in Orange County, Florida, with a mailing address of 1205 1 Corporate Boulevard, Orlando, Florida 32817 ("Owner" or the "District"), and Paramount Hospitality Management, LLC, a Florida limited liability company ("Operator") (Owner and Operator are sometimes hereinafter collectively referred to as "Parties" and individually as a "Party").
WITNESSETH:
WHEREAS, the District was established to plan, construct, install, acquire, finance, manage, and operate public improvements and community facilities pursuant to Chapter 190, Florida Statutes; and
WHEREAS, the District has acquired recreation facilities that include swimming pools, water park, pool decks, bar and grill ("Longboard"), and associated structures developed at the Resort (as defined below) (collectively, the "Recreational Facilities"); and
WHEREAS, the District has acquired storm water management facilities cons1stmg of retention/detention ponds, inlets, pipes, swales, berms, and under drain systems and overflow structures supporting the Recreational Facilities and other portions of the Resort (collectively, the "Stormwater Facilities"); and
WHEREAS, the District has acquired conservation areas, landscape, signage, and lighting improvements throughout the District supporting the Recreational Facilities and other portions ofthe Resort including wetland areas and associated upland buffers, enhanced landscaping, sidewalks, gazebos, fountains, bike racks, signs located at the entryways, roadway intersections, and points of interest, and lighting improvements in the pedestrian areas, common areas, and parking areas (the "Landscape and Hardscape Facilities"); and
WHEREAS, the District has acquired parking facilities including three (3) parking garages, roadway accessing the parking garages, and associated facilities supporting the Recreational Facilities and other portions of the Resort (the "Parking Facilities" and, together with the Recreational Facilities, Stormwater Facilities, and Landscape and Hardscape Facilities, the "District Facilities"); and
WHEREAS, the District desires to retain an independent contractor to operate, manage, and maintain such District-owned District Facilities on behalf of the District and to provide other services as described in this Agreement (collectively, the "Services"); and
WHEREAS, the District Facilities are part of a resort project known as "The Grove Resort and Spa" (the "Resort"), which certain portions of such Resort are not owned by the District.
WHEREAS, Operator is an experienced hospitality manager and provides professional on-site management and operational services for hospitality properties; and
WHEREAS, for ease of administration, potential cost savings to the owners of units in the condominiums located and to be located within the District, paid annual users, and Resort guests and the benefits of a single entity to provide full time on-site management, operation, and maintenance personnel, the District desires to contract with Operator to provide the Services; and

WHEREAS, Operator desires to contract with the District to provide the Services to the Project (as defined below) in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, Owner and Operator agree as follows:

ARTICLE I
Definitions
In this Agreement, the following terms shall have the following meanings:
1 "Applicable Laws" shall mean all laws, statutes, regulations, codes, bylaws, ordinances, treaties, orders, judgments, decrees, directives, rules, guidelines, policies and other requirements of any Governmental Authority having jurisdiction.
1 .2 "Affiliate" shall mean, with respect to any Person, any other Person which, directly or indirectly through one or more Persons, Controls, is Controlled by, or is under common Control with, such Person.
1 .3 "Agreement" shall have the meanmg set forth in the introductory section of this Agreement.
"Annual Operating Budget" shall mean an annual operating projection for the Project prepared and submitted by Operator to Owner and approved by Owner for each Fiscal Year pursuant to Section 4.3.
"Annual Plan" shall mean an annual business plan for the operation of the Project prepared by Operator and approved by Owner, which shall include the Annual Operating Budget, the Capital Budget and any other material included therein by Operator as provided in Section 4.3 .
"Budget(s)" means, individually, or collectively, as the context requires, the Annual Operating Budget and the Capital Budget approved by Owner in accordance with this Agreement.
"Building" means the Improvements that are part of the District Facilities.
"Building Systems" shall mean any mechanical, electrical, plumbing, heating, ventilating, air conditioning, sanitation, water treatment, sewer treatment and disposal, life safety systems, vertical transportation systems and other similar operating and monitoring systems and items ofequipment installed in or upon, and affixed to, the Project.
1 .9 "Capital Budget" shall mean Operator' s proposed estimate of Capital Improvements Expenditures and Capital Improvements prepared and submitted by Operator to Owner and approved by Owner for each Fiscal Year pursuant to Section 4.3.
1.10 "Capital Improvements" shall mean any expenditures properly categorized under GAAP as capital in nature for any alterations, improvements, replacements and additions to the Improvements, amenities, fixtures and equipment, including water park amenities such as the flow rider and slides, and the Building Systems and any Capital Improvements Expenditures properly categorized under GAAP as capital in nature.

2

1 "Capital Improvements Expenditures" shall mean any expenditures pertaining to Capital Improvements.
"Capital Improvements Reserve" shall mean any reserve that is included in the approved Annual Plan as a reserve for Capital Improvements.
"Control," "Controlled" and similar expressions mean a relationship between two Persons wherein one of such Persons has the ability, through the ownership of securities or otherwise, to direct or manage the affairs of, or to make the business decisions of, or for, the other of such Persons, and includes, in the case of a corporation, the ownership, either directly or indirectly through one or more Persons, of voting securities of such corporation carrying more than fifty percent (50%) of the votes that may be cast to elect directors of such corporation either under all circumstances or under some circumstances that have occurred and are continuing, other than securities held as collateral for a bona fide debt, provided that such votes, if exercised, are sufficient to elect a majority of the directors of such corporation.
"CPI" shall mean the Consumer Price Index for All Urban Consumers, United States City Average, All Items (! 982-84=100), issued by the Bureau of Labor Statistics of the United States Department of Labor or such successor index as may be published by the United States Government or such substitute index as may be reasonably agreed upon in writing by Owner and Operator.
"Data Protection Laws and Standards" shall mean any statute, rule, regulation, industry standard, industry standard, or contractual requirements that relate to the collection, use, protection, knowing disclosure, or unauthorized disclosure ofpersonal data as applicable, reasonable and customary in the hotel industry and/or as required by applicable law in Florida. The term may include, but is not limited to, data breach notification laws, the Payment Card Industry Data Security Standard ("PCI DSS"), the Telephone Consumer Protection Act ("TCPA"), The General Data Protection Regulation ("GDPR"), the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM"), the International Organization for Standardization's standards: ISO/IEC 27001 - Information Security Management Systems-Requirements and ISO/IEC 27002 - Code of Practice for International Security Management, and other standards as may be applicable or reasonable in the hotel industry and/or as required by applicable law in Florida.
"Declarations" or "Subdivision Declarations" shall mean, collectively, the following documents solely to the extent they relate to and affect the District Facilities: (i), as to Building I, a Declaration of Covenants, Easements & Restrictions for the Grove Resort and Spa, recorded by Borrower in its capacity as the developer identified therein, in the Public Records of Orange County, Florida ("Public Records") as instrument # 20 160546748 (as amended, the "Building I Subdivision Declaration"); and (ii) as to Building 3, a Declaration of Covenants, Easements & Restrictions for the Grove Resort and Spa Tower 3, recorded by Borrower in its capacity as the developer identified therein, in the Public Records as instrument #70555995 (as amended, the "Building 3 Subdivi ion D claration"); and (iii) as to Building 2, Declaration of Covenants, Easements & Restrictions for the Grove Resort and Spa Tower 2 to be recorded in the Public Records in the future (as amended, the "Bui lding 2 ubdivision Declaration").
"District" shall have the meaning set forth in the introductory paragraph of this Agreement (which, for the avoidance of doubt, shall be synonymous with Owner).
"District Facilities" shall have the meaning set forth in the Recitals to this Agreement.
"Effective Date" shall mean the date of this Agreement as set forth in the introductory paragraph.

3

1 .20 "Executive Committee Members" shall mean the Prqject' s general manager, the director of revenue management, director of finance, director of sales and marketing, human resources director, the director of food and beverage and the employee designated to manage relations with the Association.
1 .21 "Expense(s)" shall mean all actual expenses related to the Project incurred in a manner that is consistent with this Agreement, including, without limitation, Operating Expenses, expenses for Capital Improvements, Longboard Expenses and the Project's applicable portion ofthe Shared Facilities Expenses.
1 .22 "Fiscal Year" shall be from October 1 st to September 30th of each year, except any partial calendar year between the Effective Date ofthis Agreement and the commencement ofthe first full calendar year or between the end of the last full calendar year and the Termination Date shall constitute a separate Fiscal Year.
1 .23	"Force Majeure Event" shall have the meaning set forth in Section 16.2.
1 .24 "Furnishings and Equipment" shall mean all furniture, furnishings, wall coverings, fixtures, carpeting, rugs, fine arts, paintings, statuary, decorations, equipment and systems and other tangible personal property (including the costs associated with the purchase, installation and delivery thereof) located at, or used in connection with, the operation of the Project (including, without limitation, major equipment and systems required for the operation of the Project, office equipment, major material handling equipment, major cleaning and engineering equipment, telephone systems, computerized accounting and vehicles (including the costs associated with the purchase, installation and delivery thereof), together with all replacements therefor and additions thereto, but in all events excluding Inventories, Operating Equipment and Supplies.
1 .25 "GAAP" shall mean those conventions, rules, procedures and practices, consistently applied, affecting all aspects ofrecording and reporting financial transactions which are generally accepted by major independent accounting firms in the United States. Any financial or accounting terms not otherwise defined herein shall be construed and applied according to GAAP.
1 .26 "Governmental Authority" shall mean any government, whether federal, provincial, state, county, municipal, local or other, and any ministry department, agency, entity or other body exercising executive, legislative, regulatory or administrative functions of government, including, without limitation, any board of fire underwriters or any other body which may exercise similar functions.
1 .27 "Gross Revenues" shall mean all revenues and income of any nature derived from the Project and all departments and parts thereof, as finally determined on an accrual basis in accordance with GAAP and the Uniform System, including, but not limited to, ticket sales, food and beverage sales, if any, all other amenity revenue, other income, rental or other payments from lessees, sublessees, licensees and concessionaires (but not the gross receipts of such lessees, sublessees, licensees or concessionaires) and the proceeds of business interruption, use, occupancy or similar loss of revenue insurance, but specifically excluding the following to the extent included in the above items: (i) gratuities or service charges collected from guests or patrons ofthe Project and paid or payable to Project Employees or other thirdparty providers (provided, Gross Revenues will include gross service charges paid to the Project for banquet, catering or other similar food and beverage services and not paid or payable directly to Project Employees or other third party providers); (ii) any credits or refunds made to customers, guests or patrons; (iii) any sums and credits received by Owner for lost or damaged merchandise; (iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges; (v) any proceeds from the sale or other disposition of the Project, Furnishings and Equipment or other capital assets; (vi) any fire and extended coverage insurance proceeds (other than the proceeds of business interruption, use, occupancy or similar loss of revenue insurance); (vii) any proceeds of any sale, financing or refinancing of the Project; (viii)

4

interest income ofany kind, including, without limitation, any interest earned on the Capital Improvements Reserve.
1 .28 "Hotel Management Agreement" shall mean that certain Management Agreement regarding other portions of the Resort dated as of January 14, 2020 between Operator and Grove Resort and Spa Manager, LLC (as successor to Grande Palisades Property Holdings, LLC), as such Management Agreement may be amended, modified or assigned from time to time.
1 .29  "Improvements" shall mean the improvements, structures and amenities located or to be located on the District Facilities.
1 .30 "Inventories" shall mean "Inventories of Supplies" as defined in the Uniform System, such as soap, toilet paper, stationery, writing pens, food and beverage inventories, paper products, menus, expendable office and kitchen supplies, fuel, supplies and items similar to any of the foregoing.
1 .31 "Lender" shall mean any third-party lender, financial institution or other party which is the holder of a Mortgage.
1 .32 "Landscape and Hardscape Facilities" shall have the meaning set forth in the Recitals to this Agreement.
1 .33	"Longboard" shall have the meaning set forth in the Recitals to this Agreement.
1 .34	"Longboard Expenses" shall have the meaning set forth in Section 8.2.
1.35	"Losses" shall have the meaning set forth in Section 15.1. 
1 .36	"Major Policy Matters" shall have the meaning set forth in Section 4.2(d).
"Management Fees" shall have the meaning set forth in Section 5.1. 
"Material Default" shall mean any breach or failure by a Party to comply with any of its covenants and agreements contained in this Agreement, other than any such breach or failure that in the context hereof is minor, immaterial or insubstantial and not reasonably likely to prejudice any other Party or any part of the Project in any material way. In addition, a "Material Default" hereunder shall include a default (beyond the expiration of any applicable cure periods) under the Hotel Management Agreement, it being understood that Owner shall have the remedies hereunder in the event a default (beyond the expiration of any applicable cure periods) under the Hotel Management Agreement occurs under the terms of such agreement.
"Mortgage" shall mean any real estate, leasehold, chattel mortgage, security agreement, deed of trust, security deed or similar document or instrument entered into by Owner encumbering the Project or any part thereof, together with all promissory notes, loan agreements or other documents relating thereto, in favor of a Lender.
1 .40	"OFAC" shall have the meaning set forth in Section 2. 1 (d).
1 .41	"Operating Account" shall have the meaning set forth in Section 4.7(b).
1 .42 "Operating Equipment and Supplies" shall mean supply items which constitute "Operating Equipment and Supplies" under the Uniform System, including all miscellaneous serving equipment, linen,

5

towels, uniforms, silver, glassware, china and similar items.
1 .43 "Operating Expenses" shall mean, in respect ofany period, the expenses attributable to all "Departmental Expenses" and "Undistributed Operating Expenses" as those terms are used and defined in the Uniform System, as determined on an accrual basis in accordance with GAAP and the Uniform System, but only insofar as they relate to the operation of the Proj ect, incurred in accordance with the approved Annual Plan or as otherwise expressly permitted or provided for in this Agreement.. Consistent with Section 4.4(d), Operating Expenses shall include salaries, employee benefits and other employment costs of Project Employees working directly with respect to the Project, including a proportionate share of employment costs for employees who provide services to the hotel, condominium association, and other areas of the Resort as well as the Project. However, in no event shall Operating Expenses include employment costs or general overhead for Operator' s corporate operations and "offsite" personnel.
1 .44  "Operator Proprietary Materials" shall mean all trademarks, trade names, trade secrets, distinct emblems, insignia, logos, slogans, distinguishing characteristics, copyright materials (including, without limitation, written or recorded material related to marketing), and information in written or tangible form which is indicated as being confidential or which from its nature or content would be understood by a reasonable Person to be confidential, in each case relating to Operator or any of its Affiliate, the business or affairs of Operator or any of its Affiliates or any hotel or resort which Operator or any of its Affiliates owns or operates and manages (which includes, without limitation, Operator's name, symbols and logos, operational manuals and corporate records).
1 .45 "Operating Standards" shall mean (i) performance of services under this Agreement in accordance with the standard of operation consistent with the standards in effect from time to time for similar resort and recreational projects and in accordance with the requirements under any applicable financing documents and Declarations provided to Operator, if any, and this Agreement and (ii) use of commercially reasonable efforts to perform services under this Agreement in compliance with all applicable laws and the terms of any recorded documents affecting the Project.
1 .46	"Operator" shall have the meaning set forth in the introductory section ofthis Agreement.
1 .47 "Owner" shall have the meaning set forth in the introductory section of this Agreement (which, for the avoidance of doubt, shall be synonymous with the District).
1 .48	"Owner's Annual Plan Objections" shall have the meaning set forth in Section 4.3(a).
1 .49	"Parking Facilities" shall have the meaning set forth in the Recitals to this Agreement.
"PCI Date" shall have the meaning as set forth in the Hotel Management Agreement.
"Permits" shall mean all governmental or quasi-governmental licenses and permits required for the operation ofthe Project, including but not limited to any certificate ofoccupancy, operating licenses (including the pool operating permit), business licenses and liquor licenses.
1 .52 "Person" shall mean any individual, corporation, partnership, Governmental Authority, trustee, limited liability company, limited partnership or other legally recognized entity, and includes the heirs, executors, administrators, successors in office or other legal representatives of an individual.
"Project" shall mean the District Facilities. For purposes of clarity, the "Project" shall not include any portions ofthe Resort that are not owned by the District and shall be synonymous with District Facilities.

6

"Proj ect Employees" shall mean all individuals performing services in the name of the Project at the Project, in connection with the Project's business, whether employees of Operator or its Affiliate, but in any event, excluding Operator's "offsite" personnel from Operator's corporate headquarters.
1 .55	"Recreational Facilities" shall have the meaning set forth in the Recitals to this Agreement.
"Resort" shall have the meaning set forth in the Recitals to this Agreement.
"Protected Data" shall mean any (a) personally identifiable information of any individual or payment cardholder, including without limitation, name, address, account number, bank account information, social security number, driver' s license number, email addresses, passwords, log-ins and other non-public personal financial information or room preference, or can be used to authenticate an individual (including, without limitation, Social Security numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions and other personal identifiers) and (b) any similar information that relates to a payment card authorized by or bearing the logo of a member of the Payment Card Industry Security Standards Council (the "PCI SSC") or any similar organization receiving in connection with providing services under this Agreement.
"Required Insurance" shall have the meaning set forth in Section 7. 1. 
1 .59	"Services" shall have the meaning set forth in the Recitals to this Agreement.
"Shared Facilities Expense" shall have the meaning set forth in Section 8.2.
"Software" shall mean all computer software and accompanying documentation (including, without limitation, all future upgrades, enhancements, additions, substitutions and modifications thereof), other than computer software which is commercially available, used by Operator in connection with any property management system, centralized reservation system and any other current or future electronic system applicable to the Project.
"Stormwater Facilities" shall have the meaning set forth in the Recitals to this Agreement.
"Surplus" shall have the meaning set forth in Section 8.2.
"Term" shall have the meaning set forth in Article III.
"Termination Date" shall have the meaning set forth in Section 12.4.
"Uniform System" shall mean the Uniform System of Accounts for the Lodging Industry, Eleventh Revised Edition, 2014, as published by the Educational Institute of the American Hotel and Motel Association, or any later edition thereof.
"Working Capital" shall mean and refer to the funds which are reasonably necessary for the day-to-day operation of the Project's business including, without limitation, amounts sufficient for the maintenance of petty cash funds, operating bank accounts, receivables, payrolls, prepaid expenses, advance deposits, funds required to maintain Inventories, amounts due to/or from Operator and/or Owner less accounts payable and accrued current liabilities, and all other costs and expenses incurred in connection with the Project pursuant to this Agreement and the performance by Operator of its obligations under this

7

Agreement.
ARTICLE II
Representations and Warranties
2. 1	By Owner. Owner represents and warrants to Operator as follows:
Organization and Authority. Owner is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in the state of its organization, is duly qualified to do business in the state in which the Project is located and has full power, authority and legal right to execute, perform and timely observe all of the provisions of this Agreement to be performed or observed by Owner. Owner' s execution, delivery and performance ofthis Agreement have been duly authorized by all necessary action on the part of Owner.
Enforceability. This Agreement constitutes a valid and binding obligation of Owner and does not and will not constitute a breach of or default under any of the organizational or governing documents of Owner.
Third-Party Approval and Contracts. No approval of any third Person (including any ground lessor or any Lender) is required for Owner's execution and performance of this Agreement that has not been obtained prior to the Effective Date. Neither Owner nor any of its Affiliates is a party to any agreement for the management or operation of the Project or any portion thereof that would conflict with this Agreement.
OFAC. Owner is not, and shall not become, a person or entity with whom U. S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") ofthe Department of the Treasury (including those named in OFAC's Specially Designated and Blocked Person's List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, or Support Terrorism), or other governmental action (such persons and entities being "Prohibited Persons").
Litigation. To Owner's knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Owner or the Project that could adversely affect the validity of this Agreement or the ability of Owner to comply with its obligations under this Agreement.
2.2	By Operator. Operator represents and warrants to Owner as follows:
Organization and Authority. Operator is duly organized, validly existing and in good standing under the laws ofthe state of its organization, is duly qualified to do business in the state in which the Project is located and has full power, authority and legal right to execute, perform and timely observe all of the provisions of this Agreement to be performed or observed by Operator. Operator's execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Operator.
Enforceability.  This Agreement constitutes a valid and binding obligation of Operator and does not constitute a breach of or default under the organizational and governing documents of Operator or any Applicable Law to which Operator is subject or by which it or any substantial portion of its assets is bound or affected.
OFAC. Operator is not, and shall not become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC ofthe Department of the Treasury

8

(including those named in OFAC's Specially Designated and Blocked Person's List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, or Support Terrorism), or other governmental action.
Data Protection. Prior to the PCI Date, Operator shall use commercially reasonable efforts to cause all information technology systems and other materials used by Operator and its vendors to comply with all applicable Data Protection Laws and Standards. After the PCI Date, all information technology systems and other materials used by Operator and its vendors comply, and will comply, with all applicable Data Protection Laws and Standards.
Third-Party Approvals. No approval of any third Person is required for Operator's execution and performance ofthis Agreement that has not been obtained prior to the Effective Date.
Control. Operator hereby confirms that (a) no person who holds the title of ChiefExecutive Officer or Chairman of Operator are members of the Board of Supervisors of the District, and (b) not more than one member of the Board of Supervisors of District shall be a director, officer, shareholder, partner, member or employee of Operator.

ARTICLE III
Term of Agreement
3.1        Term.  The term of this Agreement (the "Term") shall commence on the Effective Date and, unless earlier terminated pursuant to this Agreement, expire on March 31, 2027, which Term is less than eighty percent (80%) of the weighted average reasonably expected economic life of the District Facilities.

ARTICLE IV 
Duties of Operator
4. 1 Appointment. During the Term, Operator agrees, for and in consideration of the compensation hereinafter provided, on behalf and for the account of Owner, and Owner hereby engages and appoints Operator, pursuant to the terms of this Agreement, to supervise and direct the management and operation of the Project. Operator shall fulfill its obligations under this Agreement in accordance with the terms of this Agreement and the Operating Standards.
General Operation Standards.
Subj ect to the terms of this Agreement, the Operating Standards, the Annual Plan, any Mortgage, and all Applicable Laws, and the legal rights and responsibilities of the District Board of Supervisors, during the Term, Operator shall have full discretion in and control over and shall use commercially reasonable efforts  (consistent with the Operating  Standards)  in the  operation,  direction, management and supervision of the Project (including, without limitation, labor policies, credit policies (including entering into agreements with credit card organizations), cashiering, terms of admittance (providing such terms of admittance are consistent with state and federal law and the District's financing documents), agreements for operations (for the benefit of Owner, whether signed in the name of Owner or the Project), leasing, licensing and granting of concessions at the Project, entertainment and amusement, food and beverages, purchasing of Inventories and Operating Equipment and Supplies, maintenance of the Project, repairs to and replacements of Furnishings and Equipment, the institution ofsuch legal proceedings as are necessary in connection with the operation of the Project (as permitted under this Agreement and after consent by the District), matters relating to employee compensation, insurance, benefits and the like and all phases of advertising, promotion, publicity, marketing and sales strategy relating to the Project. In

9

exercising such discretion and control, Operator shall manage the Project in accordance with the terms of this Agreement and the Operating Standards, and the Annual Plan. Operator's control of the District's Facilities is subordinate to the District who has paramount control of the District Facilities and bears the risk of loss of the District Facilities.
Owner acknowledges that any review, advice, assistance, recommendation or direction provided by Operator with respect to designing, constructing, furnishing, equipping, renovating or refurbishing of the Project (i) is intended solely to assist Owner in compliance with Owner's obligations under this Agreement and (ii) does not constitute any representation, warranty, certification or guaranty of any kind whatsoever.
Prior to the PCI Date, Operator shall use commercially reasonable efforts to comply with all applicable Data Protection Laws and Standards and to protect all Protected Data in compliance with all applicable Data Protection Laws and Standards, provided that the Operator shall only be responsible for data breaches during this period to the extent arising out of Operator's negligence or willful misconduct. After the PCI Date, Operator shall comply with all applicable Data Protection Laws and Standards and shall protect all Protected Data in compliance with all applicable Data Protection Laws and Standards. If Operator becomes aware that the Project has experienced an actual or suspected data security breach, which shall include, without limitation, (i) physical trespass on a secure facility or computing systems; (ii) intrusion/hacking or loss/theft of any information storage device or printed materials; (iii) exploitation of a vulnerability in the Project's computer systems; or (iv) unauthorized access to or use of Protected Data (collectively, a "Security Breach"), then Operator shall, in addition to other obligations imposed under this Agreement or applicable Data Protection Laws and Standards, promptly notify Owner of the Security Breach within 72 hours. Operator will thereafter: (u) cooperate fully with Owner and provide Owner with all information reasonably requested by such party in connection with the Security Breach; (v) cooperate to diligently investigate the breach or potential breach; (w) use commercially reasonable efforts to remediate the effects of the breach or potential breach; (x) cooperate to perform a root cause analysis and prepare a corrective action plan; and (y) cooperate to remediate such Security Breach to prevent its recurrence. Operator shall promptly notify Owner ofany investigation of the Project' s security practices by a government, regulatory, or self-regulatory organization, or if a third party brings a lawsuit or other demand or action against Operator or Owner based on a Security Breach. To the extent the Project experiences a Security Breach about which consumers must be notified pursuant to applicable Data Protection Laws and Standards, and the Owner is required under applicable Data Protection Laws and Standards to provide such notices, the parties will cooperate to send such notices to notify individuals concerning the event. This Section 4.2(c) shall survive the expiration or earlier termination of this Agreement.
Unless done so with the prior written consent of Owner in each instance, which may be withheld in Owner's sole and absolute discretion, notwithstanding the foregoing grant of authority to Operator or anything to the contrary contained herein, Operator shall not take any of the following actions (collectively, "Major Policy Matters"):
act on behalf of, or hold itself out as having authority to act on behalf of, Owner in any manner which is beyond the scope of the terms of this Agreement;
making any Capital Improvements or Capital Improvements Expenditures, except items in the approved Capital Budget and subject to any additional required approval of Owner as may be set forth in the approved Capital Budget or this Agreement;
incur any expenses in excess of the Annual Operating Budget, subject to the Permitted Variances and the Emergency Expenses as provided below;

selling (other than disposing of Furnishings and Equipment, Operating Equipment and Supplies in the ordinary course of business), leasing (other than as expressly provided for in this Agreement) or other transferring of, or the pledging or placing of any lien or encumbrance on, any part of the Project;
in the event of a total or partial condemnation of the Project, consenting to any award or participating in any condemnation proceeding;
making, authorizing or permitting any material modifications or alterations to the Improvements (and other improvements to the Project) except as expressly authorized by this Agreement;
entering into any neutrality, card-check, accretion, collective bargaining or other agreement concerning any Project Employees, and Operator shall immediately provide notice to Owner if Operator obtains knowledge of any union organizational or similar activities occurring at the Project or with respect to any Project Employees;
entering into any agreement that would cause Owner to incur pension or other employee retirement obligations; provided, however, that Operator shall be permitted to incur pension or other employee retirement benefits obligations in connection with Project Employees in accordance with the terms of this Agreement;
entering into, modifying or terminating any service contracts, equipment leases and other contracts for goods and services required for operation of the Project IF either (A) the term of such contract is longer than one ( 1) year or is otherwise not terminable upon thirty (30) days' notice without payment of a penalty, liquidated damages, termination or other similar fees or costs; (B) such contract or agreement is with an Affiliate of Operator, or (C) the total expenditure by the Project pursuant to such contract is greater than either (i) $50,000, or (ii) the amount specified in the Annual Operating Budget and/or Annual Plan (without giving effect to the Permitted Variances).
entering into, modifying or terminating any lease ofthe Project, or anypart thereof, if the lease is not in accordance with the Annual Plan;
adjusting or settling any claim or litigation that is not covered by any of the insurance policies described in Article VII;
adjusting any claim under the applicable property insurance policies regarding injury or damage to the Project or its contents where the estimated cost of restoration is in excess of Fifty Thousand Dollars ($50,000); or
entering into agreements on Owner's behalf with Affiliates of Operator. Any agreements with Affiliates of Operator must be separately disclosed to, and approved by, Owner, it being understood that mere approval of a line item in a budget without separate disclosure ofthe agreement with an Affiliate is not sufficient approval for this purpose.
Notwithstanding anything herein to the contrary, however, in the event emergency, unforeseen or special circumstances necessitate expenditures (including Capital Improvements) that, in Operator' s good faith judgment, are immediately necessary to preserve and protect the Project and assure its continued operation or to protect the guests, visitors or employees ofthe Project, Operator shall be entitled to take such actions or make such expenditures regardless ofwhether such items or actions are Major Policy Matters or provided for in the Annual Operating Budget so long as such expenditures do not exceed Twenty-Five Thousand Dollars ($25,000) in any Fiscal Year ("Emergency Expenses"), and as long as it gives notice to the Owner

11 

as soon as reasonably possible, but in no event later than forty-eight (48) hours after such expenditure of the nature of such emergency and provides such additional information as the Owner may reasonably request in connection therewith.
Annual Plan and Annual Operating Budget Approval Process.
Attached here to as Exhibit 2 is an Annual Plan for the remainder of the first Fiscal Year of the District Facilities. On or before April l st of each year following the Effective Date, Operator shall submit to Owner a proposed Annual Plan for the next Fiscal Year, including a proposed Annual Operating Budget and the Capital Budget. Owner shall review the proposed Annual Plan and shall use commercially reasonable efforts to either approve or notify Operator of any objections to the proposed Annual Plan in writing on or before thirty (30) days after Owner's receipt thereof ("Owner' s Annual Plan Objections") (provided that Owner's failure to do so shall not constitute acceptance or approval thereof). Within seven
(7) days after Operator' s receipt of Owner's Annual Plan Objections, Owner and Operator shall agree upon
a date to meet and discuss Owner's Annual Plan Objections with the goal of agreeing upon an Annual Plan for the subject Fiscal Year. In the event Owner objects to the Annual Plan or any specific items of expense in the Annual Plan and Owner and Operator are unable to reach agreement thereon as provided above prior to commencement of the Fiscal Year in question, pending such agreement, the Annual Plan or the specific item or items of expense (not revenue) in question shall be suspended and replaced for such period of disagreement by an amount equal to the lesser of (i) that proposed by Operator for such Fiscal Year or (ii) the actual Operating Expenses (or line item thereof) for the immediately preceding Fiscal Year, on an annualized basis, subject to an adjustment equal to the percentage increase in the CPI over the last twelve ( 12) month period immediately preceding the start ofthe Fiscal Year in question.
The proposed Annual Operating Budget shall incorporate: (i) an estimate of Gross Revenues, Operating Expenses and Management Fees payable pursuant to the terms of this Agreement, which estimate shall itemize in detail all fees payable by Owner; (ii) an estimate of amounts to be dedicated to the Capital Improvements Reserve and any anticipated Capital Improvements and Capital Improvements Expenditures; (iii) a schedule of projected operations and cash flow forecast detailed on a monthly basis;
(iv) a projected income statement, detailed per calendar month andprepared in accordance withthe Uniform System, together with detailed backup information; (v) a schedule of the current and proposed compensation and benefits package for the Executive Committee Members; (vi) a projected estimate for any needed funding or replenishment of the Working Capital; (vii) a detailed narrative description of the Project's key operational initiatives and a sales, advertising, marketing and revenue management plan for the Project for the forthcoming Fiscal Year, which shall include monthly forecasts of rate and occupancy for the Project; (viii) an estimate ofproperty taxes and insurance costs for or allocable to the Project; and
(iv) any other information reasonably required or requested by Owner in connection with the Annual Operating Budget. When approved by Owner pursuant to Section 4.3(a), the proposed Annual Operating Budget shall become the approved Annual Operating Budget. Any revisions, substitutions or additions to the approved Annual Operating Budget by Operator must be approved by Owner in writing, except as expressly set forth herein.
The Capital Budget shall be prepared in accordance with the Uniform System and contain the proposed budget for Capital Improvements from the Capital Improvements Reserve and the budget for Capital Improvements for the succeeding Fiscal Year, and shall contain an estimated capital plan for the then succeeding five (5)-year period. Operator shall submit good faith reasonable estimates for Capital Improvements for such succeeding Fiscal Year. When approved by Owner, the proposed Capital Budget shall become the approved Capital Budget. Approval of the Capital Budget constitutes an authorization for Operator to expend money for Capital Improvements as provided in the Capital Budget, unless Owner's approval thereof specifically requires Operator to obtain additional approvals prior to commencing such work. Any revisions, substitutions or additions to the approved Capital Budget must be approved by Owner

12 

in writing, except in the event of an emergency in accordance with Section 4.2.
Operator shall not include any expenses for the Resort other than for the Project in the Annual Plan, Annual Operating Budget, and Capital Budget or any other budget lawfully funded with District funds. Furthermore, Operator shall not pay any expenses out of District funds for the Resort other than for the Project. Operator and District agree that there may be circumstances where the District would receive a savings by entering into purchasing contracts and service agreements with companies who are already providing goods and services to the Resort facilities. In those instances, and provided that the allocated cost of the goods or services to the District Facilities does not exceed any applicable competitive bidding thresholds, Operator may enter into such contracts and allocate to the District as an expense the District's proportionate share of the goods or services being provided. If there is a cost of a service to be split between the District and another entity operating at the Resort, Operator shall ensure that the percentage of responsibility allocated to the District and the other party to pay the expense is commercially reasonable. All such cost sharing arrangements shall be brought to the District Board for consideration and approval and included in the applicable line item of the Annual Plan.
Commencing with the Effective Date and during the Tenn, Operator shall manage, operate and maintain the Project in accordance with the approved Annual Plan and adhere thereto, subject to the Permitted Variances set forth below. Operator makes no guarantee, warranty or representation whatsoever in connection with the Annual Plan, or any other projections or pro formas (i.e. forecasts) provided to Owner, other than that the Annual Plan or other projections or pro formas will be prepared in good faith to the best of Operator's ability and will be reasonable estimates of anticipated operations. Notwithstanding anything herein to the contrary, Operator shall not make any expenditure not included in the Annual Plan which either: (i) when combined with all other expenditures not included in the Annual Plan for the same budget category (as such budget categories are shown on the summary page of such Annual Plan), would cause such expenditures to exceed ten percent ( 10%) of the budgeted expenditures in such Annual Plan for such budget category for such Fiscal Year, or (ii) when combined with all other expenditures, would cause such expenditures to exceed five percent (5%) of the total budgeted expenditures in such Annual Plan for such Fiscal Year (collectively, the "Permitted Variances"), without first obtaining Owner' s prior written consent therefor. If Operator determines that circumstances will result in material changes between actual results and the approved Annual Plan during the course of the Fiscal Year, Operator shall, within thirty (30) days ofsuch determination, notify Owner.
Employees; Employmenl of Personne1; Subcontractors.
During the Term, subject to the terms of this Agreement, Operator shall hire, promote, discharge and supervise the work of Project Employees. Operator shall use commercially reasonable efforts and exercise reasonable care to select qualified and competent employees. Operator shall employ at all times on behalf of and as an expense of the Project a sufficient number of qualified and competent Project Employees to enable it to properly, adequately, safely and economically manage, operate and maintain the Project in accordance with the standards set forth in this Agreement. Operator's employment practices shall comply with all Applicable Laws. Project Employees shall be employees of Operator or an Affiliate of Operator.
Operating Standards. Except as set forth herein, all matters pertammg to Project Employees hiring, supervision, promotion, and discharge are the sole responsibility of Operator, that is, in all respects, Operator is the employer of such employees. It is acknowledged and agreed that Operator is an independent contractor with respect to the Services to be performed by Operator under this Agreement. In no event shall this Agreement be construed as an employment agreement between the Owner and Operator. Operator shall be responsible for the payment of all compensation, taxes and employee benefits and other charges payable with respect to the Project Employees providing Services under this Agreement,

13 

including, but not limited to, all applicable federal income tax withholding, FICA, FUTA tax, unemployment compensation and any other taxes or charges imposed by law, if any, and Operator further acknowledges and agrees that Operator shall abide by all applicable State and federal laws, regulations, ordinances and rules in connection therewith.
Notwithstanding anything to the contrary contained herein, Owner shall have the right to interview and approve each individual selected by Operator to hold a position as an Executive Committee Member prior to his or her appointment, which approval shall not be unreasonably withheld or delayed. Owner will use commercially reasonable efforts to respond to any request for approval within five (5) business days and will cooperate with Operator to ensure that Owner's approval process will not cause a delay in the hiring process. Prior to appointing an individual to an Executive Committee Member position, Operator shall provide Owner with a written summary of such individual's professional experience and qualifications and shall offer Owner the opportunity to interview the candidate at the Project or another mutually acceptable location. Owner acknowledges that, notwithstanding Owner's right to interview and approve the hiring of each individual to hold a position as an Executive Committee Member, Operator shall have sole discretion to remove or replace any such individual (with such replacement subj ect to the approval rights set forth herein). If any of the Executive Committee Members shall resign or be terminated or shall be absent from the Project for any period in excess of ordinary vacations and leave time, Operator shall replace such Executive Committee Member with qualified persons approved by Owner as soon as reasonably practicable.
Operator shall have no right to enter into any collective bargaining agreement concerning any employees of the Project without the prior written approval of Owner, which may be granted or withheld in its sole discretion.
The total aggregate compensation, including salary and related insurance and benefits, of Proj ect Employees shall be Operating Expenses of the Project (it being understood that the term benefits includes the items listed in "Payroll Taxes" and "Employee Benefits" in the Uniform System, as well as the Project's pro rata share of costs of any of Operator' s company-wide incentive compensation plan, pension or profit plans for Project Employees) and which shall have been paid or accrued in accordance with GAAP and consistent with the applicable approved Annual Operating Budget (subject to the terms of this Agreement, including but not limited to the last sentence of Section 4.3(e)) and Operator's standard employment policies. Any Project Employees who are not then represented by a collective bargaining representative shall be entitled to participate in the incentive programs, profit sharing and/or other employee retirement, disability, health, welfare or other benefit plan or plans then made available by Operator to similarly situated employees of other projects managed by Operator, in accordance with their respective terms. Operator will have the right to charge the Project with its allocable share of the cost of any such plan or plans and any contributions to be made thereunder, provided that such charges and contributions shall be determined by Operator in good faith on a fair and equitable basis with respect to charges and contributions imposed for the same or similar plans at other hotels then managed by Operator, subject to all Applicable Laws. Operator's rights under this Section 4.4(d) shall be subject to the condition that Operator shall not put into effect any amendment to any existing plan, or adopt any additional plan, which is not imposed upon all other similarly situated hotels/proj ects managed by Operator and Operator shall ensure that Owner is not, or is not deemed to be, a contributing sponsor or an employer within the meaning of the Employee Retirement Income Security Act of 1 974 ("ERISA"), of any such plan.
Subject to Owner's approval pursuant to Section 4.2(d)(xi), Operator may elect to use the services of its Affiliates in fulfilling its obligations under this Agreement. If an Affiliate of Operator performs services Operator is required to provide, Operator shall be ultimately responsible to Owner, and Owner shall not pay more for the Affiliate's services and expenses than Operator would have been entitled to receive under this Agreement had Operator performed the services. If an Affiliate of Operator provides

14 

goods to the District Facilities, such goods shall be supplied at prices and on terms at least as favorable to the District Facilities as generally available in the relevant market. Operator shall contract for all service agreements which are exclusive for the District Facilities in the name of the Owner (other than contracts for which the Owner is paying only a proportionate share), subject to competitive solicitation rules pursuant to the District's Rules of Procedure and Florida law, if applicable. Copies of all service agreements,
regardless ofamount, will be immediately provided in writing to the Owner upon execution  Anymonetary or other refunds,  rebates  or benefit s  received in  connection with any purchase cono-acts or service agreements for District Facilities or any otheractivitiesdi rectly related to the District Facilitie. shall belong to the Owner (or shall be proportionately allocated to the Owner). If Operator proposes to engage an Affiliate of Operator to provide goods or services to the Project, then such contract shall be separately disclosed to, and approved by Owner, as an Affiliate contract. In any event, Owner shall not pay more for the Affiliate's services and expenses than Owner would pay to a third party provider.
ompliance with District Rules of Procedure and Adopted Rates. Operator shall comply with the District's Rules of Procedure and Adopted Rates, including rules relevant to competitive solicitation.
Permits. Operator shall apply for, obtain and maintain, in the name of Owner, if legally permitted, or affiliates or principals of Owner (if legally permitted) all Permits required of Owner or Operator in connection with the management and operation of the Project during the Term including, without limitation, the following:
Liquor License. The District and Operator, either directly or through a subcontractor or licensee, shall obtain and maintain a liquor license for the District Facilities in compliance with all applicable laws, rules, and regulations governing the sale and service of alcoholic beverages at the District Facilities. The District shall cooperate and assist Operator as necessary in connection therewith. In order to prevent a lapse in liquor service at the District Facilities prior to the District and Operator or its subcontractor or licensee obtaining the required liquor licenses, the District and Operator shall use its commercially reasonable efforts to either: (i) obtain temporary licenses from the applicable licensing authority for the District Facilities or (ii) enter into an interim management agreement or other acceptable arrangement with the current holders of the liquor license(s) for the District Facilities (so long as such arrangement is in compliance with applicable laws). Likewise, upon termination or expiration of this Agreement, to the extent permitted by law, Operator shall cooperate and assist the District and the new operator of the District Facilities to provide information in Operator's control in connection with obtaining a new liquor license. To the extent necessary, the Parties agree to amend this Agreement to fully comply with the State of Florida's requirements for obtaining the appropriate liquor licenses.
Software Licen e .  Any software license requirements under Section 6.2.
Transfers of any applicable permits and licenses are subject to limitations imposed on such transfers by Article XI.
Financial Statements. Operator shall deliver or cause to be delivered to Owner the following financial statements:
Monthly. Within fifteen (15) days after the end ofeach calendar month during each Fiscal Year, Operator shall deliver or cause to be delivered to Owner a statement ofearnings before income taxes showing the results of operation of the Project for that calendar month and the cumulative results of operation for the Fiscal Year to date, and having annexed thereto a computation of the Management Fees for such month and the Fiscal Year to date, together with a monthly profit and loss statement reflecting a comparison of periodic and year-to-date actual revenues and expenses with the Annual Operating Budget

15 

(with actual monthly results, showing dollar and percent variances and containing a narrative discussing major variances and a forecast for the remaining Fiscal Year detailed by month and based on the approved Annual Operating Budget) and a periodic and year-to-date comparison of such actual revenues and expenses with those of the prior Fiscal Year. Such statement and computation shall be prepared by the controller of the Project and taken and made from the books ofaccount ofthe Project. The Project's general manager and controller shall certify that these monthly statements fairly present the Project's operating results; provided that such certification may be subject to future revisions to reflect year-end audit adjustments.
Ninety-Day Foreca t. Within twenty five (25) days after the end of each calendar month during each Fiscal Year, Operator shall present to and review with Owner a ninety (90)-day forecast. Such forecast shall project revenues and expenses for the next ninety (90)-day period, as well as cash needs or surpluses during the ninety (90)-day period.
Annual.   Within forty-five  (45) days after the end of each Fiscal Year, Operator shall deliver to Owner an annual unaudited accounting, showing the results of operation ofthe Project during the Fiscal Year and a computation of Gross Revenues, Operating Expenses, Management Fees, and any other information necessary to make the computations required hereby or which may be requested by Owner, all for such Fiscal Year. The annual unaudited accounting for any Fiscal Year shall be controlling over the interim accountings for such Fiscal Year.
Certi ficates. All such statements and computation shall be prepared by the controller of the Project and taken and made from the books of account of the Project. The Project's general manager and controller shall certify that such statements fairly present the Project's operating results for the month or Fiscal Year (as applicable) and to the Operator's knowledge that such monthly or annual statement is true and correct in all material respects. All annual statements shall be certified by Operator's chief financial officer.
Audits. Owner shall have the right to audit, conducted either by Owner' s internal personnel or by a third party auditor retained by Owner, all items of expense and revenue under this Agreement including, but not limited to, Gross Revenues, Operating Expenses, depreciation, the Management Fees and the Capital Improvements Reserve). Operator shall cooperate and assist with any such audit. Notwithstanding the immediately foregoing sentence, ifsuch audit discloses that the actual reported results or information presented by Operator was overstated or understated by more than five percent (5%) and such deviation has had a material adverse effect on Owner (including, without limitation, adverse tax consequences or the imposition of additional costs, fees, liabilities or penalties), then Operator shall pay for the cost of the audit. In the event that an audit reflects an underpayment to Owner or Operator or an overpayment to Operator or Owner, Operator shall correct same by a corrective payment to Owner or Operator, as appropriate, within twenty (20) days following notice of the audit results to Operator.
Books and R cords. Operator shall keep full and adequate books of account and such other records reflecting the results of the operation of the Project. Such books and records shall be kept in all material respects in accordance with the Uniform System and GAAP. Such books and records shall either be separate and distinct or readily severable, from any other services that Operator is providing to other entities at the Resort. The books of account and all other records relating to or reflecting the operation of the Project shall be kept either at the Project or at Operator's corporate offices and shall be available to Owner and its representatives and its auditors or accountants, at all reasonable times for examination, audit, inspection and transcription. All of such books and records pertaining to the Project shall be the property of Owner. Upon any termination of this Agreement, all of such books and records (whether in paper or electronic format) forthwith shall be turned over to Owner at a location designated by Owner so as to insure the orderly continuance of the operation of the Project.

16 

Inspection. Owner shall have the right to inspect the Proj ect at any time provided that Owner shall take precautions to minimize any interference with the operation of the Project. Compliance with Public Records Law. Operator shall comply with the provisions ofChapter 11 9, Florida Statutes, with respect to any records generated by Operator in the performance of its duties hereunder, and specifically Operator agrees:
To keep and maintain any public records required by the District to perform Operator's obligations hereunder;
Upon request from the District's custodian of public records, to provide the District with copies ofany requested records or allow the requested records to be inspected or copied within a reasonable time at a cost that does not exceed the cost permitted by Chapter 1 19, Florida Statutes, or otherwise provided by law;
For the longer ofeither the Term ofthis Agreement or for so long as the District maintains any public records generated in connection with its performance of this Agreement, to ensure that any public records generated by Operator which are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and
Upon the conclusion ofthe Term, to transfer, at the request of the District's public records custodian, any records stored electronically in a format that is compatible with the District's information technology systems.
IF OPERATOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 11 9, FLORIDA STA TUTES, TO OPERATOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 1 -407-382-3256, CAROLH@FISHKIND.COM AND 1 2051 CORPORATE BOULEVARD,  ORLANDO,  FLORIDA 32817.
4. 10 Taxes and Assessments. Operator shall cause to be paid and discharged for the District and the District Facilities (as part of the Operating Expenses in the approved Annual Operating Budget pursuant to the provisions of Section 4. 12 below), before delinquency, all taxes, charges, and assessments, including, without limitation, gross receipts taxes, general and special assessments, and other charges of a similar nature which may be levied or assessed against the District Facilities; excluding, however, all income, transfer, capital gains, and similar taxes assessed against and/or imposed upon the District. Operator shall also cause to be paid and discharged for the District and the District Facilities real and personal property taxes levied and assessed against the District Facilities to the extent notice thereof and funds therefor are provided to Operator.
4. 1 1 Governmental Regulations. Operator shall use commercially reasonable efforts to cause all actions within its control to be done in and about the District Facilities in compliance with all applicable Governmental Regulations (hereinafter defined) and to obtain and maintain any and all licenses, permits and other authorizations required under applicable law or any applicable federal, state, or municipal authority in connection with the Services.
4. 12 Tax Exempt Status. The Parties agree that the District Facilities shall be operated and maintained for an exclusively public purpose, and that any monies generated from the operation of the District Facilities shall be remitted to the District and used to defray the public expense associated with operating and maintaining the District Facilities consistent with the terms of this Agreement. Operator hereby agrees that it will not take any tax position inconsistent with the Districts tax ownership of the District Facilities (i.e. any depreciation, deduction, investment, tax credit, etc.). The District agrees to pay

17 

any applicable ad valorem taxes, except that Operator shall be responsible for payment ofad valorem taxes to the extent that the District Facilities are made subject to ad valorem taxation as a result of Operator's failure to abide by the terms ofthis Agreement or the District's rules or policies. Should the District receive an opinion from nationally recognized bond counsel that the content or administration of this Agreement in its current form may jeopardize the tax exempt status of the interest on the District's bonds, Operator agrees to amend this Agreement to the extent necessary to ensure the District's bonds remain tax-exempt including, but not limited to, adjustment of the Base Management Fee. Such amendment shall not require Operator to incur any additional obligations or liabilities in connection therewith. If Operator does not agree to such amendment, Operator and District shall each have the immediate right to terminate this Agreement.
4. 13 Notices of Claim of Injury or Damage. Operator shall notify the District of any material personal injury or property damage occurring to or claimed by any third party on the District Facilities promptly upon obtaining knowledge thereof and shall promptly forward to the District and the District's designated counsel, within three (3) business days after Operator's receipt thereof, any summons, subpoena, or legal document served upon Operator relating to actual or alleged potential liability of the District or Operator.
4. 14 Hazardous Material • Toxic Wastes. and Asbestos. If during the Term of this Agreement, Operator becomes aware of the existence of hazardous materials or wastes, toxic substances or wastes, asbestos or asbestos-bearing materials and the like (hereinafter sometimes collectively referred to as "Hazardous Materials") at, in, on, or under the District Facilities, Operator shall promptly notify the District of the condition, both orally and in writing, and in any event Operator shall not cause or willfully permit any such Hazardous Materials to be brought onto the District Facilities; provided, however, that properly contained Hazardous Materials that are typically used in connection with operation of District Facilities may be brought onto the District Facilities for use in the operations of the District Facilities and in compliance with all applicable Environmental Laws (hereinafter defined). The District shall exclusively determine such further course of action with respect to such Hazardous Materials. Operator shall not supervise or oversee any work involving remediation of any hazardous or potentially Hazardous Materials unless specifically hired by the District, with the written approval of the District, to do so pursuant to a separate agreement between the District and Operator and, unless otherwise expressly agreed in writing, Operator shall not be entitled to any fee under this Agreement with respect to any such work done at the District Facilities. Operator shall always use its good faith commercially reasonable efforts to prevent and detect the occurrence or existence of any Hazardous Materials at the District Facilities not permitted as set forth above; provided that Operator shall not be responsible for Hazardous Materials existing or brought onto the District Facilities unless caused by Operator's willful or criminal misconduct, gross negligence or fraud.

ARTICLE V
Management Fees
Payment of Management Fees. As compensation for the services to be rendered by Operator during the Term, Operator shall be paid a monthly fee (the "Management Fee") in an amount equal to Three Thousand and 00/l O0ths Dollars ($3,000) per month.
Payment Mechanics. All amounts due to Operator under this Agreement shall be paid to Operator in immediately available funds at the location(s) specified by Operator from time to time. In addition, Operator may require that any such payments be effected through electronic debit/credit transfers programs specified by Operator, and Owner agrees to execute documents (including independent transfer authorizations) and pay fees and costs necessary to effect such transfers.

18 

Other Payments. Except as expressly set forth in this Article V or as otherwise approved by Owner in advance in writing, Operator shall not receive any compensation, fees, reimbursement or other payment for its services as Operator under this Agreement. Notwithstanding the foregoing, Operator shall be entitled to invoice to Owner, and Owner shall reimburse Operator for, the actual out-of-pocket third party expenditures (without markup) incurred by Operator and included in the Annual Operating Budget or otherwise approved by Owner that are directly relating to the performance of Operator's duties hereunder (including, without limitation, coach travel, living expenses incurred in connection with travel, long distance communication charges, and postage, overnight courier, facsimile or messenger charges, third party accounting fees, auditing fees, tax fees, etc. solely to the extent directly pertaining to the management of the Project).

ARTICLE VI
Centralized Support and Services
1 Centralized Systems Support and Services. Operator shall provide marketing and operational systems, support and services consistent with shared systems and services provided to other resort projects managed by Operator in the areas of: management ofconsumer databases; management and support for the Delphi group CRM platform; revenue management and related e-commerce marketing programs and initiatives, including maintenance of Operator's websites, mobile platform and social media platforms; internal employee communications, including any employee intranet. For the avoidance of doubt, from time to time the Project will have the opportunity to participate in various programs that may be coordinated by Operator but are not included with the foregoing support and services and for which the project would be responsible for additional shared expenses, provided that any such additional services and expenses shall be pre-approved by Owner in Owner's sole discretion.
Technology Systems Support and Services. During the Term, Operator shall provide technology support and services consistent with shared systems and services provided to other hotels and resorts managed by Operator in the areas of: back office support systems such as email; human resource information systems and accounting; data network; support and knowledge of third-party systems and maintenance contracts (e.g., property management systems, sales and catering systems, etc.); monitoring of PCI compliance requirements; antivirus and web-filtering tools; management of network security and helpdesk. Annually, Operator shall prepare for Owner's approval separate information technology costs specific to the Project that are not included within the Management Fee, such as: software license requirements; third-party system hosting or maintenance charges; PCI compliance requirements; and network hardware.
Training and Educational Support Programs. During the Term, Operator shall provide access to its training and educational support programs for the Project employees, for which Operator conducts, provides online access to or has preferred vendor relationships with professional hospitality training in the following areas: on-boarding; leadership; service; culture; communication; and legal and compliance (including PCI compliance, alcohol awareness, food safety and diversity).
ARTICLE VII
Insurance
1 Insurance. Operator (or Owner, in Owner's sole discretion, to the extent permitted by applicable insurers) shall obtain and maintain on behalfof Owner and Operator at all times during the Term, as an expense of the Project, all insurance listed under Section II in Exhibit 1 to this Agreement covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same area, sufficient to reasonably and adequately protect Owner and Operator against loss or damage arising in connection with Owner's ownership and Operator's management and operation of the Project

19 

and consistent with any applicable trust indenture requirements, if any ("Required Insurance"). Operator shall cause to be obtained and maintained at all times during the Term, at its expense, all insurance listed under Section I in Exhibit 1 to this Agreement covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same area, sufficient to reasonably and adequately protect Owner and Operator against loss or damage arising in connection with Owner's ownership and Operator' s management and operation of the Project and consistent with any Lender's requirements, if any (also " Required Insurance").
Insurance Reguirements. All Required Insurance shall be with insurance companies licensed or authorized to do business in the state in which the Proj ect is located, with a minimum rating of "A-VIII" or better in the A.M. Best's Key Rating Guide. At least annually, and at such other times as Owner or Operator may reasonably request in writing, Operator or Owner, as applicable, shall deliver to the other Party evidence reasonably satisfactory to such other Party that all insurance required to be maintained under this Agreement is in full force and effect. In addition, prior to the date on which any such insurance premiums must be paid to prevent delinquency thereof, Owner and Operator shall, upon request ofthe other Party, deliver to such other Party a statement or statements showing the amount ofthe premiums required to be paid and receipts reflecting that all such amounts have been fully paid. Failure to demand a certificate evidencing the Required Insurance will not be construed as a waiver of either Party' s obligation to purchase and maintain the Required Insurance. In the event any of the insurance policies procured and maintained pursuant to this Agreement are cancelled, Owner and Operator shall give at least thirty (30) days' prior written notice to the other Party (or ten (10) days' prior written notice in the case of any such cancellation arising from failure to pay any insurance premium). In the event ofcancellation the other Party may purchase replacement insurance and shall be reimbursed its expenses and costs by the Party originally required to maintain the insurance.
Policy Reguirements. All insurance policies shall name Owner and Operator (and any Affiliates specified by Owner) as named insured or additional insured as specified in .Exhibit I . Notwithstanding anything herein to the contrary, the District shall not be required to include any party as a "named" insured if such coverage is not available to the District due to its status as a governmental entity. Such coverage shall be primary and "primary and non-contributory" over any other insurance or self­ insurance either Party may have and provide that the insurer shall have no right of subrogation against the other Party, its Affiliates or their agents or employees. The Required Insurance shall be primary to the indemnity obligations of the Parties contained in this Agreement; however, in the event of an uninsured, underinsured, or disputed coverage event, the provisions of this Article VII will not limit or otherwise affect the indemnity obligations of Owner and Operator contained in this Agreement.
Insurance Limits. Owner has selected Owner's insurance limits as set forth under Section II in Exhibit I to this Agreement independently without advice or recommendation from Operator. Selection of Owner's insurance limits is not a part of the Services to be provided by Operator under this Agreement.

ARTICLE VIII
Working Capital
1 Owner s Obligation to Make Working apital Payments. Owner shall maintain such amount of minimum Working Capital, which amount shall be subject to adjustment as mutually and reasonably agreed by Owner and Operator from time to time as reasonably necessary to timely pay the reasonably anticipated costs and liabilities of the Project for the ensuing forty-five (45)-day period. From time to time, upon ten (10) business days' prior written notice from Operator that such funds are required (but not more frequently than once per month and together with reasonable supporting documentation), Owner will provide Operator such additional funds as necessary to restore the Working Capital to the then-

20

current minimum Working Capital amounts.
8.2 Disbursement of Funds: Revenue Collection. (a) Operator shall collect and receive all charges, payments, rentals, income, assessments, and all other revenues with regard to the District Facilities for the benefit of the District. Operator shall also collect Gross Revenue and the applicable portion of the Shared Facilities Expenses (as defined in the Subdivision Declarations) collected by the Hotel Owner (as defined in the Subdivision Declarations), which portion is applicable to the operation, maintenance, and repair of the Project.
District Funding. Operator acknowledges that the District has different sources of funds to pay Expenses and any other monies due pursuant to this Agreement. First, Operator is collecting the Gross Revenue generated by the District Facilities ("Revenue 1 "). Second, Operator is collecting the applicable portion of the Shared Facilities Expenses collected by the Hotel Owner pursuant to the Declaration which portion is applicable to operation, maintenance, and repair of the District Facilities ("Revenue 2"). Third, the District has entered into a funding agreement with the Grove Resort and Spa Manager, LLC ("Revenue 3" and, together with Revenue 1 and Revenue 2, the "Revenues") to pay the Deficits (hereinafter defined). Operator shall work with the District and the Hotel Owner to develop a protocol to collect the Revenue 1 and Revenue 2 necessary to pay the Expenses and any other monies due pursuant to this Agreement in a timely manner. It is not anticipated that any of Revenue 3 will be needed to make payments due Operator under this Agreement; provided, however, that to the extent necessary, the District shall collect Revenue 3 pursuant to a separate funding agreement ("Deficit Funding Agreement"). The Parties acknowledge and agree that the Grove Resort and Spa Manager, LLC or another entity may advance funds to the District to reimburse Operator for Longboard Deficits (hereinafter defined) ("Longboard Deficit Payment"). The Parties agree that such advanced funds shall be governed by a separate agreement ("Longboard Advance Funding Agreement").
Payment of Expenses. Operator shall analyze all invoices for Expenses received. Operator shall pay, on behalf ofthe District, all such invoices for Expenses reasonably determined by Operator to be acceptable in accordance with the Budgets as and when the same shall become due and payable. Operator shall exercise commercially reasonable efforts to pay all invoices for Expenses within the time required to obtain any discounts which may be available. Operator shall first use Revenue 1 and Revenue 2 to pay the Expenses. During the term of the Longboard Advance Funding Agreement, Operator shall pay Longboard Expenses with Longboard Revenues and the Revenues before using the Longboard Deficit Payments.
Deficit. If Revenue 1 and Revenue 2 are insufficient to pay the Expenses and any other monies due pursuant to this Agreement, Operator shall use accumulated Surplus and then collect Revenue 3 from the Grove Resort and Spa Manager, LLC. The District shall expend accumulated Surplus before using Revenue 3. During the term of the Longboard Advance Funding Agreement, the District shall use the Longboard Deficit Payments to reimburse Operator for Longboard Deficits within thirty (30) days of receipt of the Invoice.
Surplus. When Revenue 1 and Revenue 2 exceed Expenses and the Working Capital requirements of this Agreement, Operator shall remit the difference between Expenses and Revenue 1 and Revenue 2 ("Surplus") to the District within a commercially reasonable time, but at least once each calendar quarter (to the extent a Surplus exists). Surplus shall be remitted to the District by check or wire transfer or in form of payment acceptable to the District Manager. The Deficit Funding Agreement provides that the District will use any accumulated Surplus to pay a Deficit before Revenue 3. While the District is obligated to reimburse the Longboard Deficit Payments to The Grove Resort and Spa Manager, LLC, or another entity pursuant to the Longboard Advance Funding Agreement, the Longboard Surplus (hereinafter defined) shall not accumulate or be used to pay the Deficit.

21 

Invoice. By the twentieth (20th) business day ofeach calendar month during the Term and by such day in the month following the month in which termination or expiration ofthis Agreement occurs, Operator shall provide the District with an invoice, and such other information as may be reasonably requested by the District, demonstrating the difference between Expenses and Revenue 1 and Revenue 2 and any Deficit or Surplus. Operator shall also include information on expenses incurred to operate Longboard ("Longboard Expenses") and revenue collected by Operator from Longboard ("Longboard Revenue") to demonstrate whether the Longboard Expenses exceed the Longboard Revenue ("Longboard Deficit") or whether the Longboard Revenue exceeds the Longboard Expenses ("Longboard Surplus"). During the term of the Longboard Advance Funding Agreement, the monthly Longboard Surplus shall be remitted to the District by check or wire transfer or in form of payment acceptable to the District Manager within fifteen (1 5) days of providing the District with the monthly Invoice demonstrating that month's Longboard Surplus.
ARTICLE IX
Repairs and Replacements
1 Routine Maintenance. Operator shall make such expenditures from Gross Revenues and/or Working Capital for routine maintenance, repairs and minor alterations, the cost of which can be expensed under generally accepted accounting principles, as are reasonably necessary to maintain the Project in good operating condition and in accordance with the Operating Standards. The cost of such maintenance, repairs and alterations shall be an Expense of the Project and shall be in compliance with the Annual Plan except as expressly provided for in this Agreement (including but not limited to Section 4.3(e)).
(Intentionally Omitted].
Capital Improvements. During each Fiscal Year, Operator will arrange for the Capital Improvements provided for in the Capital Budget for such Fiscal Year to be made, if actually needed or otherwise appropriate. Capital Improvements shall be funded by the balance in the Capital Improvements Reserve account until such account is depleted, and then Owner shall fund any excess costs for Capital Improvements based on the approved Capital Budget upon fifteen (15) days' prior written notice from Operator that such funds are required (but not more frequently than once per month and together with reasonable supporting documentation). Except in accordance with an approved Capital Budget and as otherwise provided in this Agreement, no Capital Improvements with respect to the Project will be made without Owner's approval, which approval may be withheld in Owner's sole discretion. Notwithstanding the foregoing, as long as some components of the Proj ect can continue to operate without interruption, Owner shall have the right to contest the need for any such Capital Improvements and may postpone the Capital Improvements, if so permitted by law and if such postponement will not expose Operator to any civil or criminal liability; provided, however, that Operator shall not be held responsible in any manner for those components of the Project which cannot operate without interruption until Owner's approval of such Capital Improvements and implementation thereof.
ARTICLE X
lntellectual Propertv Rights
Use. The trademarks and service marks of both Owner and Operator may be used in connection with the operation of the Project, but only with the prior consent of the proposed use by the owner of such mark. It is expressly agreed that neither Party will, by virtue of this Agreement, acquire any right to any trademark or service mark of the other Party. Each Party agrees to cooperate with the other Party by all reasonable means in the protection of its trademarks and service marks.
Restriction. Notwithstanding anything in this Article X to the contrary, upon the expiration

22

or earlier termination of this Agreement, Owner shall have the right to use, in connection with the operation ofthe Project, any and all items ofOperating Equipment and Supplies then on hand bearing the trademarks or service marks of Operator but shall not reorder any such items; and thereafter Owner shall not use any trademark or service marks of Operator for any purpose. It is expressly provided, however, that Operator may, at its expense, replace any such items with supplies of comparable quality at its expense and, from and after such replacement, Owner shall have no right to use such items bearing Operator's trademarks or service marks.
Guest Data. Guest Data shall be compiled by Operator on behalf of the Project in full compliance with Data Protection Laws and Standards. Operator shall, at the conclusion of the Term, provide Owner with a copy of all Guest Data for then-current and future bookings at the Project in an industry-standard and usable format, which Owner may use to deliver such booking and related services to applicable guests. In addition, at the conclusion of the Term, Operator shall deliver to Owner any other Guest Data that Owner requests (subject to applicable Data Protection Laws and Standards). During the Term, Operator shall use commercially reasonable efforts to institute any necessary "opt in" or "opt out" procedures in order to facilitate such transfer of data in compliance with Data Protection Laws and Standards to the extent reasonably possible.
[mprovements to System. Notwithstanding anything herein to the contrary, all improvements to the Operator Proprietary Materials or any component thereof (whether functional, design or conceptual in nature) that are developed by Operator in connection with the management of the Project are the exclusive property of Operator. Each Party agrees to execute whatever assignment or other documents the other Party may request to evidence its ownership or to assist the other Party in its rights under this provision.
Records. Owner is a special-purpose unit of local government of the State of Florida, existing under Chapter 1 90 ofthe Florida Statutes. As such, Owner is subject to the Florida's public records laws. Owner agrees to notify Operator if Owner receives a public records request seeking information that is arguably exempt or confidential under Florida's public records laws and relates to the Services, Operator or work the Operator performs for entities other than Owner. Upon such notification, Operator shall inform Owner whether Operator believes such information sought is a public record and whether Operator believes such information is exempt or confidential under Florida's public records laws. If Operator believes such information is exempt or confidential, Operator shall provide the statutory citation of the exemption or confidentiality. Operator is encouraged to follow Florida's public records law in relation to the marking, provision and maintenance of documents which Operator believes constitute trade secrets.
ARTICLE XI
Transfers
11 .1 Transfers by Operator. Operator shall not assign or transfer or permit the assignment or transfer of this Agreement or any of Operator's rights and obligations hereunder without the prior written consent of Owner. Notwithstanding anything contained herein to the contrary, Operator shall have the right, without such consent but in accordance with the terms and conditions of this Agreement, to assign this Agreement (a) in connection with a merger or consolidation or a sale of all or substantially all of the assets of Operator so long as there is no "Change in Control" or (b) to a new entity that is a wholly-owned subsidiary of Operator and called Paramount Hospitality Management - GRS, LLC or a similar name so long as there is no "Change in Control." Without the prior written consent of Owner, Operator shall take no action that would result in a Change in Control. Operator shall deliver to Owner a copy of the fully executed instrument of assignment, which instrument shall include an express assumption of Operator's obligations under this Agreement and any such assignee shall agree in writing to be bound by the terms and conditions of this Agreement. Upon any such permitted assignment and assumption, the assignor shall

23

have no further obligation or liability to Owner as Operator hereunder with respect to Operator's obligations under this Agreement, and all such obligations and liabilities of Operator hereunder shall be and become solely those ofthe assignee.
11 .2 Transfers by Owner. Owner may assign or transfer, or permit the assignment or transfer, from time to time this Agreement and its rights and interests hereunder to any successor or assignee of Owner resulting from a Transfer, provided that the assignee is: (i) capable of performing the duties of Owner as provided in this Agreement; (ii) not generally recognized in the community as being of ill repute;
(iii) not a Person that would jeopardize the Project' s liquor license; and (iv) not primarily engaged in the business of operating (as opposed to ownership of) resorts similar to or otherwise competing with hotels and resorts managed by Operator and its Affiliates. Any such assignee shall agree to be bound by the terms and conditions of this Agreement. Except as provided above, Owner shall not affect a Transfer or assign or in any manner sell or transfer any ofits rights and interests as Owner hereunder without the prior written consent of Operator. A "Transfer" shall mean any sale, conveyance or other transfer, whether voluntary, involuntary or by operation oflaw, of all or substantially all of the Project or any substantial interest therein to an unaffiliated third Person.
1 1 .3 Effect of Transfer. Subject to Sections 11 . l and 11 .2, this Agreement shall inure to the benefit of, and be binding upon, any permitted successors and assigns ofthe Parties.
ARTICLE XII
Termination
12. l	Either Party. Either Party may terminate this Agreement:
Bankruptcy. If the other Party applies for or consents to the appointment of a receiver, trustee or liquidator of such Party or of all or a substantial part of its assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit ofcreditors, files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage ofany insolvency law, or files an answer admitting the material allegations ofa petition filed against such Party in any bankruptcy, reorganization or insolvency proceedings, or if an order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor adjudicating such Party bankrupt or insolvent or approving a petition seeking reorganization of such Party or appointing a receiver, trustee or liquidator of such Party or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days.
Financial Default. In the event of the failure of either Party to make any payment to be made in accordance with the terms hereofwithin ten (10) Business Days after written notice ofsuch failure, if such failure shall not be remedied within ten ( 10) Business days from receipt of such notice.
Other Default. If the other Party shall have committed a M aterial Default (other than a monetary default) and, except where said Material Default is not one reasonably capable of being remedied within a reasonable time, shall have failed to remedy such M aterial Default within thirty (30) days after notice thereof given by the non-defaulting Party (or such longer period (not to exceed ninety (90) days), if any, as may reasonably be required for the remedying of such Material Default, ifthe defaulting Party has commenced to cure such Material Default within such period and diligently pursued the curing thereof thereafter).

reason.

Hotel Management Agreement. If the Hotel Management Agreement terminates for any

24

By Owner. In addition to the other provisions of this Agreement, Owner may terminate this Agreement:
Termination Upon Sale. If, at any time during the Term, Owner provides Operator with thirty (30) days' prior written notice of a termination in connection with Owner's sale or transfer of its full interest in the District Facilities to a bona fide unaffiliated third party (which notice may be revoked by Owner), so long as the Termination Date occurs on the closing date of such sale or transfer.
With Cause. Owner may terminate this Agreement immediately and with no opportunity to cure if Operator is not utilizing the District's funds in the manner required by this Agreement or Florida law.

Without Cau e. Owner may terminate this Agreement without cause upon one hundred eighty (1 80) days written notice to Operator.
By Operator. Operator may terminate this Agreement:
Casualty.  If the entire Project or any material portion thereof shall be materially damaged by fire or other casualty, and Owner elects to repair, rebuild or replace the Project in accordance with Section 13 .2, and Owner thereafter fails to promptly commence and complete with due diligence (subject to receipt of insurance proceeds) any required repair and/or restoration ofthe Project. Notwithstanding the foregoing, if a casualty affects less than twenty-five percent (25%) of the Project, then Operator shall not have the right to terminate hereunder.
Transfers by Owner. If Owner assigns or affects a Transfer or assigns or in any manner sells or transfers any of its rights and interests as Owner hereunder without the prior written consent of Operator in violation of Section 11 .2 of this Agreement.
Procedure.
Generally. Subject to Section 12.4(e), termination in accordance with this Article XII shall be by written notice from the Party entitled to terminate specifying the effective date of termination ("Termination Date"). On the Termination Date, Operator will peacefully vacate and surrender the Property to Owner in the condition required by this Agreement and transfer to Owner all funds, accounts, deposits, receivables, Inventories, Operating Equipment and Supplies, reservations, contracts, information (written or electronic) concerning prospective customers and other items or things of any kind under its control or supervision pertaining to the operation and management of the Project and will fully disclose to Owner any information Operator may have concerning operation or management of the Project (other than Operator Proprietary Materials) not previously made available to Owner. In addition, Owner will have the option to employ any on-site staffof Operator, effective as of the Termination Date.  Within thirty (30) days after the Termination Date, Operator will deliver to Owner unaudited financial statements for the Project up to the Termination Date. Operator shall cooperate with any audit and/or reconciliation of such unaudited financial statements.
lntentionaJ ly Omitted.
Effect  of Termination.    All  obligations  of  the  Parties  under  this  Agreement  shall automatically terminate on the Termination Date, except as otherwise expressly provided for hereunder or for any such obligations which have accrued or arose prior to the Termination Date. All Software used specifically at the Project the costs of which were paid for by Owner shall be treated as the property of Owner to the extent applicable (it being understood that Operator may be prohibited from transferring such

25

Software under any applicable license, permit or similar agreement or due to the fact that such Software is primarily used at the Resort) and Operator shall not remove or permit the removal from the Project any Software that is exclusively used at the Project (in contrast to Software used at both the Project and the Resort); provided, however, that to the extent Operator is prohibited from transferring such Software, Operator shall use good faith efforts to assist the Owner in obtaining new Software and shall use good faith efforts to maintain the data in a form which can be efficiently transferred to Owner's new Software. In addition, Operator shall provide a copy to Owner of any relevant data contained within such Software prior to removal of such Software.
Transition. Upon expiration or termination of this Agreement, Operator shall assist the District, at no material cost to Operator, in coordinating with the District and the succeeding management team to promote a smooth transition to the succeeding management team.
WAR Act. Notwithstanding anything herein to the contrary, the Termination _Date shall be extended to a date that is not earlier than the number of days for which Operator is required to give employees working in or about the Project advance notice oftermination of employment as required by the Worker Adjustment and Retraining Act, as amended, or any similar federal or state statute so as to avoid liability thereunder, unless Owner agrees in writing to defend, indemnify and hold harmless Operator and its Affiliates in accordance with Section 15.2 for, from and against all Losses arising therefrom, occurring out thereof or in connection therewith as a result oftermination of this Agreement. For the purposes of this Section, the parties agree that fifteen (15) days in advance ofthe start of the longest notice period required by the Worker Adjustment and Retraining Act, as amended, or any similar federal or state statute shall constitute sufficient time for Operator to provide the required notice.
Remedies Cumulative. The remedies granted under this Article XII shall not be in substitution for, but shall be in addition to, any and all rights and remedies available to the non-defaulting Party (including, without limitation, injunctive relief and damages) by reason of applicable provisions of law or equity and shall survive termination of this Agreement. Article X, Article XIV, Article XV and Article XVI and any accrued obligations hereunder shall also survive termination of this Agreement.
ARTICLE XIII
Condemnation and CasuaJty
Total Condemnation. If all or a substantial portion ofthe Project is taken or condemned in any eminent domain (other than for temporary use), then this Agreement shall cease and terminate as of the date on which Owner is required to surrender possession of the Project as a consequence of such taking or condemnation and Owner shall have no further liability hereunder except for costs, expenses and fees that have accrued prior to the date of such termination. Owner shall have the right to initiate such proceedings as it deems advisable to recover any damages to which it may be entitled and any award shall be payable solely to Owner. Operator shall continue to supervise and direct the management and operation of the Project until such time as Owner shall be required to surrender possession of the Project as a consequence of such taking or condemnation.
Casualty and Partial Condemnation. If all or a substantial portion ofthe Proj ect is damaged or destroyed at any time or times during the Term by fire, casualty or any other cause, and if insurance proceeds are not sufficient to cover one hundred percent (100%) of the cost of rebuilding the Project, or if the Project is damaged or destroyed by fire or other casualty such that the cost of rebuilding or restoring the Project to the condition existing immediately prior to the casualty exceeds thirty percent (30%) of the replacement cost of the Project, Owner shall have the right upon notice to Operator to terminate this Agreement without payment of a termination fee, penalty or other compensation to Operator for the early termination of this Agreement. If Owner elects to repair, rebuild or replace the Project, Owner will, at its

26

own cost and expense and with due diligence (subject to receipt ofinsurance proceeds), repair and/or restore the Project so that after such repair and/or restoration, the Project shall be in substantially the same condition as it was immediately prior to such damage or destruction. Provided this Agreement is not terminated as provided herein, at any time during a complete or partial closure of the Project as a result of casualty or Force Majeure Events or a partial closure of the Proj ect as a result of a partial taking or condemnation, Owner shall pay Operator (from the proceeds of the award for such temporary taking or from Operating Funds; provided, however, for so long as Owner is diligently pursuing a claim for damages or insurance proceeds for such casualty or temporary taking, such fee shall not be due and payable to Operator until such amounts have been paid to Owner by the insurance carrier or the condemning authority) a monthly interim management fee in an amount equal to the monthly average of the Management Fees for the last twelve
(12) months (or, if less than twelve (12) months, the applicable number ofmonths) prior to such complete or partial closure of the Proj ect (if greater than the Management Fees otherwise due) in accordance with Section 5.1 for so long as this Agreement remains in effect. Owner and Operator shall cooperate in good faith so that Operator timely receives proceeds from business interruption insurance to pay such interim management fee.

ARTICLE XIV
Notices
14.1 General. Any approvals, consents or notices by either Party to the other shall be in writing and shall be given and be deemed to have been duly given if either delivered personally or by reputable overnight delivery service addressed as set forth below. Either Party may at any time change the person or address for notice to such Party by the delivery or mailing as aforesaid of a notice stating the change and setting forth the changed address. Notices shall be addressed as follows:

If to the District:

With a copy to:

With a copy to:

If to Operator:

Grove Resort Community Development District 1205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager
Hopping Green & Sams PA
119 South Monroe Street, Suite 300 (32301) Post Office Box 6526
Tallahassee, Florida 323 14 Attn: District Counsel
BTI Partners LLC
14501 Grove Resort Ave. Winter Garden, FL 34787 Attn: Noah Breakstone
Paramount Hospitality Management, LLC 12562 International Dr.
Orlando, Florida 32821 United States of America
Attn: Marco A. Manzie/Robert Haywood
Phone: (32 1) 329-4054
Fax: (321) 329-4001
Email: mmanzie@phmemai l.com rjhaywood@phmemail.com

27

With a copy to:	Mam1 & Wolf, LLP
800 W. Oakland Park Blvd., Suite B-104 Sunrise, FL 3335 1
Attn: Andrew L. Mann, Esq. Phone: 954.572.9944
Fax: 954.572.6070
Email: andrew@mannwolf.com
ARTICLE XV
Indemnification
15. 1      Operator lndemnification.  Operator shall defend, indemnify and hold harmless Owner, its Affiliates and their respective agents, officers, employees, directors and shareholders for, from and against any and all losses, costs, liabilities, expenses and claims (whether administrative or judicial) (including, without limitation, reasonable attorneys'  fees and expenses) (collectively, "Losses"), arising  out of, or incurred in connection with (i) the fraud, willful misconduct or gross negligence of Operator, its Affiliates or any of their employees or agents, (ii) any claims or liabilities (including all fines, judgments, penalties, costs, litigation and/or arbitration expenses, attorneys' fees and expenses, and costs of settlement with respect to any such claim) by any Project Employee alleging that one or more state or federal employment Applicable Laws have been violated with respect to the employment of such Project Employee caused by the Operator or its Affiliates or either oftheir employees, (iii) any violation of Applicable Laws by Operator, its Affiliates or any of their employees or agents, (iv) any violation of applicable Data Protection Laws and Standards and any Security Breach relating to Protected Data in Operator's custody or control solely to the extent such violation (x) is caused by Operator's negligence or willful misconduct or (x) occurs after the PCI Date, (v) any action taken by Operator which is beyond the scope of Operator' s authority under this Agreement or (vi) the material breach of any representation set forth in this Agreement by Operator, except for any Losses covered by the insurance required Article VII.
2 Owner lndemni fication. Except to the extent Operator has agreed to indemnify Owner in Section 15.1, and solely to the extent permitted by law and without waiving any of the Districts' rights under Section 768.28, Florida Statutes, or other protections and immunities afforded to the District by Applicable Laws, Owner shall defend, indemnify and hold harmless Operator, its Affiliates and their respective agents, officers, employees, directors and shareholders for, from and against any and all Losses arising from, occurring out of or incurred in connection with the construction, furnishing, equipping, ownership, use, occupancy or operation of the Project.
Indemnification Claims. In case any claim covered by indemnification under this Article XV is brought or threatened against any indemnified Person, the indemnified Person shall promptly notify the indemnifying Party of such claim. The indemnifying Party shall be entitled to assume the defense thereof with counsel reasonably satisfactory to such indemnified Person. After notice from the indemnifying Party to  such indemnified Person  of its  election to  so  assume the defense thereof,  the indemnifying Party shall not be liable to such indemnified Person for any legal or other expenses subsequently incurred by such indemnified Person in connection with the defense thereof. The indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof.  The indemnifying Party shall pay the fees and expenses of such counsel if, but only if, one of the following conditions is satisfied: (i) the indemnifying Party does not assume the defense of the claim with counsel reasonably satisfactory to the indemnified Person; (ii) the employment of such counsel is specifically authorized in writing by the indemnifying Party (it being understood that Owner hereby authorizes such counsel for any claim related to termination of the Project' s prior operator and/or franchisor or the performance or non-performance of any covenant (including payment obligation) contained in any

28

Mortgage); (iii) such indemnified Person is advised by counsel employed by the indemnifying Party in the defense ofsuch claim on behalfof the indemnified Person that there is a conflict of interest or issue conflict involved in the representation by such counsel; or (iv) such indemnified Person is advised by counsel that there may be one or more legal defenses available to such indemnified Person that are not available to the indemnifying Party (in which case the indemnifying Party shall not have the right to assume the defense of such claim on behalf of such indemnified Person). The provisions of this Article XV shall survive the expiration or termination of this Agreement.

ARTICLE XVI
Miscellaneous
16.1 No Partner hip or Joint Venture. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Operator or their successors or permitted assigns.  The Operator shall not claim any depreciation or amortization deduction, investment tax credit, or any deduction for any payments as rent with respect to the Project. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE AND DISCLAIM ANY POWER OR RIGHT SUCH PARTY MAY HAVE TO CLAIM ANY PUNITIVE, EXEMPLARY, STATUTORY OR TREBLE DAMAGES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY BREACH OR DUTY IN CONNECTION WITH THIS AGREEMENT.
1 6.2 Force Maieure. Except for failure to pay any sums required by this Agreement, neither Party shall be in default for failure to perform any of its obligations pursuant to this Agreement if and to the extent that it can establish that such failure was occasioned any of the following "Force Majeure Events": acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of the Party whose performance is to be excused for reasons of a Force Majeure Event), strikes, lockouts, fire, or unavoidable casualties.
1 6.3  Venue; Waiver ofJury Trial. Any dispute concerning the subject matter ofthis Agreement, or the breach, termination or validity thereof (a "Dispute") will be settled exclusively in accordance with the procedures set forth herein. The Party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other Party, setting forth the nature of the Dispute and a concise statement ofthe issues to be resolved. Senior officers or representatives of the Parties shall put forth good faith efforts and negotiations to resolve the Dispute within thirty (30) days of receipt by the relevant Party of the notice of Dispute. Following such thirty (30) day period any action arising out of or related to this Agreement shall be placed in the federal district court in Orange County, Florida. If the federal district court has no jurisdiction, the action shall be placed in the Ninth Judicial Circuit Court in and for Orange County, Florida. The Parties hereby waive the right to a jury trial for all disputes arising under this Agreement.
Modification and Changes. This Agreement cannot be changed or modified except by an instrument in writing signed by the Party sought to be changed therewith or by its duly authorized agent.
Understanding and Agreements. This Agreement, together with other agreements or amendments signed by the Parties which are expressly stated to be supplemental hereto and together with any instruments to be executed and delivered pursuant to this Agreement, constitutes the entire agreement between the Parties and supersedes all prior written and oral understandings.
No Assurance of Profits.   Operator makes no guarantee, warranty or representation that there will be profits or that there will not be losses from the operation of the Project. The sole representation made by Operator as to the future performance of the Project is that any financial or other projections or

29

forecasts it may deliver to Owner will be reasonable and made in good faith and to the best of its ability.
1 6.7 Headings. The article and paragraph headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope or intent or any provision of this Agreement.
1 6.8 Cost of Enforcement. In any action to enforce this Agreement, to collect damages as a result of a breach of its provisions, or to collect any indemnity provided for herein, the substantially prevailing Party shall also be entitled to collect all its costs in such action, including but not limited to the costs of investigation, settlement, expert witnesses and reasonable attorneys' fees and paralegal fees, together with all additional costs incurred in enforcing or collecting any judgment rendered.
Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Florida.
Partial Inval idity. If any portion of this Agreement shall be declared invalid by order, decree or judgment of a court, this Agreement shall be construed as if such portion had not been inserted herein except when such construction would operate as an undue hardship on Operator or Owner or constitute a substantial deviation from the general intent and purpose of the Parties as reflected in this Agreement.
1 6.1 1 Waiver. The failure of either Party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment in the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either Party of any term of provision hereof shall be deemed to have been made unless expressed in writing and signed by such Party.
16.12 Counterparts. This Agreement may be expected in one or more counterparts which taken together shall constitute one and the same agreement.
1 6.13 Estoppel ertificates. Owner and Operator agree, at any time and from time to time, as requested by the other party, upon not less than ten (10) days' prior written notice, to execute and deliver to the other a statement certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications, that the same are in full force and effect as modified and stating the modifications), certifying the dates to which required payments have been paid, stating whether or not, to the best knowledge of the signer, the other party is in default in performance of any of its obligations under this Agreement, and if so, specifying each such default ofwhich the signer may have knowledge, and certifying to such other information reasonably requested, it being intended that such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing.
6.14 District's Ability to Levy Special Assessments. The Parties acknowledge and agree that in no way shall this Agreement limit or affect the District's ability to levy and collect special assessments upon the land within the District.

[Signatures on nextpage]

30

IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement, all as of the Effective Date.

::·'N-�lliJb

OWNER:

GROVE RESORT COMMUNITY
DEVELOPMENT DISTRICT, a local unit ofa special-purpose government organized pursuant to

Title:    Chainnan

[Signatures continue 011 followingpage/

32
1315698§ S

IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement, all as o the Effective Date.

OPERATOR:

PARAMOUNT HOSPITALITY MANAGEMENT,
LLC, a Florida limited liability company

32

EXHIBIT 1 INSURANCE

Section 1.1	Operator s Insurance Regu i r·ements. Operator shall obtain and maintain, at its sole cost and expense, throughout the duration of the Agreement and thereafter as required herein this Schedule B-1 , the insurance outlined herein this Section l. l. 
ommercial General Liabili ty Insurance. Commercial General Liability Insurance written on an occurrence form no less broad than the most recently filed edition of the CG 00 01 occurrence policy form, as published by the Insurance Services Office (ISO), providing coverage for any liability arising out of the services, including coverage for bodily injury, property damage, personal
injury, advertising injury, premises/operations hazard, and contractual liability, with limits of not less than
$10,000,000 per occurrence, $10,000,000 general aggregate per project, $10,000,000 personal and advertising injury, and $10,000,000 product-completed operations aggregate which shall be maintained for the greater period under which a claim may be properly asserted under the applicable statute of limitations or repose. Such policy must include a separation of insureds clause without any limitation or exclusion related to cross-liability. Such policy must not contain any classification limitation endorsement which limits or excludes coverage applicable to the services or project construction type contemplated by the Agreement. The required limits may be achieved via a combination of primary, umbrella and/or excess liability policies provided that such umbrella and/or excess liability policies provide coverage no more restrictive than the underlying insurance.
1.1 .2	Workers Compensation and Employers Liability Insurance. Workers' Compensation Insurance as required by statute, together with Employer's Liability Insurance in amounts of not less than
$10,000,000 bodily injury by accident - each accident, $10,000,000 bodily injury by disease - each employee, and $10,000,000 bodily injury by disease - policy limit, or such greater amounts as may be required by Operator's umbrella and/or excess liability policy in order to affect such coverage.  The required limits may be achieved via a combination of primary, umbrella and/or excess liability policies provided that such umbrella and/or excess liability policies provide coverage no more restrictive than the underlying insurance.
1.1 .3	Employment Practice.s Liabil ity Insurance.  Employment Practices Liability Insurance with limits of $1 ,000,000 per claim and in the annual aggregate, providing coverage for employment­ related claims by employees and claims by third parties, with third party coverage provided by endorsement, with such coverage afforded for claim including, but not limited to, discrimination, wrongful termination, and harassment and such policy must include full prior acts coverage or a retroactive date not later than the date of this Agreement and include Owner as an insured.
1.1 .4	Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance covering all owned, non-owned, leased, or hired vehicles with a combined single limit ofnot less than $1 ,000,000 each accident for bodily injury and property damage. Such coverage may be satisfied via hired and non-owned automobile liability insurance under the Commercial General Liability Insurance policy provided that Operator does not own any vehicles.
1.1 .5	Professional Liabi lity lnsurance. Professional Liability Insurance with a minimum limit of not less than $2,000,000 per claim and $2,000,000 in the annual aggregate covering the professional services performed in connection with the Agreement and continuing in force by renewal or extended reporting provision for not less than the greater ofthree (3) years after final completion of the services or

33

the greater time under which a claim may be properly asserted under the applicable statute of limitations or repose. This coverage form shall be a "claims made" form. Any retroactive date or prior acts exclusion to which such coverage is subject shall pre-date (i) the date which any services contemplated in the Agreement are commenced by Operator, and (ii) the date ofthe Agreement. The policy shall not contain any exclusions or restrictions limitation applicable to the work, services or operations of the type contemplated by the Agreement. Professional Liability Insurance policies may include defense costs within the limit of liability.
1.1 .6	Crime Insurance. Comprehensive Crime (including Employee Dishonesty) Insurance with limits and terms acceptable to Owner or a fidelity bond acceptable to Owner but in no event less than
$2,000,000 per claim and in the annual aggregate providing coverage for, but not limited to, employee dishonesty, forgery, alteration, counterfeiting and computer crime coverage, with such policy affirmatively affording coverage to all employees or agents of Operator who handle Project funds and naming Owner as a named insured and loss payee. Such insurance shall include coverage for theft of property in the care, custody and/or control of Owner, Operator or their Affiliates with limits ofnot less than $500,000.
7	yber Ln  urance.  Network Security and Privacy Liability ("Cyber") Insurance minimum limits of at least $5,000,000 per claim and in the annual aggregate covering network security and privacy risks in connection with this Agreement upon discovery thereof. Such coverage shall be in form as required by or acceptable to Owner and include, whether by endorsement or otherwise, coverage for, but not limited to: (i) crisis management and data breach expenses (including all voluntary and mandatory party notification expenses); (ii) system failure business interruption; (iii) digital asset protection and cyber extortion; (iv) technology errors and omissions; (v) third-party claims including, but not limited to, invasion of privacy, network security and media liability claims, and Operator will notify such persons and parties required to be notified by statute, including Owner, of any data privacy or security incident; and (vi) data ofothers in the care, custody and control of Operator, including any Protected Data , and any definition related to "Insured(s)" and/or "Insured System(s)" shall be amended to include the same. Coverage will be maintained for the duration of this Agreement and for three (3) years following its termination or expiration and defense costs may be included within the limit ofliability.
8	Personal Property Insurance. Insurance against risk ofphysical damage or loss to personal property belonging to Operator (if any) in amounts sufficient to replace such personal property in the event of loss and Operator shall be solely responsible for any claims, premiums, deductibles, self­ insured retentions or additional expenses related thereto.
9	Other Insurance. Such other coverage that Owner may from time to time reasonably require Operator to purchase and maintain with respect to work or services performed in connection with this Agreement or the Project. Owner reserves the right to increase the coverages required under this ection 1. 1 to such commercially reasonable standards for projects of similar size and type of the Project in the market area in which the Project is located as shall be determined by Owner or if otherwise required by a lender for the Project. The costs ofsuch additional insurance and/or additional coverage shall be allocated on a fair and reasonable basis based on commercially reasonable standards for proj ects of similar size and type of the Project in the market area in which the Project is located.
Additional Insurance Requirements. Operator shall comply and cause its insurance to comply, with the following additional insurance requirements.
1.1.10. 1 Prior to, or concurrently with the execution of the Agreement, and prior to the performance of any work or services in connection with the Agreement, Operator will file with Owner certificates of insurance and Owner requested endorsements (e.g. additional insured, primary and non-

34

contributory, notice of cancellation, and waiver of subrogation) showing the required insurance to be in force. Certificates of insurance alone, without the requisite endorsements, are not acceptable to satisfy the provisions of the required insurance. In no event will any acceptance of certificates of insurance and endorsements by Owner, or failure of Operator to provide certificates of insurance and endorsements, be construed as a waiver of or estoppel to assert Operators obligations to procure and maintain the insurance coverages in accordance with the insurance requirements set forth herein. Prior to the renewal or expiration of any required insurance, Operator shall provide Owner with evidence of renewal insurance in form as acceptable to Owner.
1.1.1 0.2 Within ten (1 0) days of Owner' s written request, Operator shall furn ish to Owner copies of the required insurance policies and endorsements to the extent the same are available, provided that such policies may be redacted as to the premium amounts and information solely related to properties other than Owner's.
10.3 The Commercial General Liability (including any umbrella and/or excess liability coverage utilized to achieve the minimum limits set forth in Section 1. 1.1 hereof), Commercial Automobile Liability, and Cyber Insurance must include: (i) Owner; (ii) Grove Resort and Spa Manager, LLC; (iii) those entities designated to included as additional insureds in the Hotel Management Agreement; and (iv) any additional party Owner may designate from time to time as additional insureds (including for ongoing and completed operations under the Commercial General Liability Insurance).
1.1. 1 0.4 All insurance required herein this Section 1.1 shall: (i) provide (except for professional liability) for a waiver of subrogation in favor of Additional Insureds; (ii) include at least thirty (30) days ' notice of cancellation (ten (1 0) days if cancellation is due to non-payment of premium) to Owner; and (iii) contain deductibles not greater than $1 0,000 (or $25,000 in the case of Cyber Liability insurance) absent written approval from Owner, and Operator shall be solely responsible for any deductible and or self-insured retention payments; (iv) be written by a company or companies authorized to do business in the state in which the property is located and having a rating of not less than "A-:IX" by AM Best and "A-" by Standard and Poors; and (v) provide that defense costs shall (except for professional liability and cyber insurance) be outside the policy coverage limits. Operator agrees to waive and will cause its insurance carriers to waive, all rights of subrogation against Additional Insureds. Operators failure to maintain the insurance required herein may, at the election of Owner in its sole discretion, be deemed a material breach of the Agreement.
Section 1.2	Owner's Insurance Requirements.

Owner shall be required to procure the following, or at its sole option, require the Operator to procure on Owner' s behalf (as part of Operating Expenses):
Property insurance covering all ofOwner and Operator's property including but not l imited to the Building, Furnishings and Equipment, Operating Equipment and Supplies and any improvements at or around the Project on a "Special Causes of Loss Form" or "All Risk" form (including earthquake and flood insurance in reasonable amounts as determined by Owner) in an amount not less than one hundred percent (100%) of the Full Replacement Cost thereof. Owner's property insurance will include Boiler & Machinery insurance insuring against mechanical breakdowns, artificially generated electrical currents, sprinkler leakage, and explosions of high pressure machinery (e.g., boilers).
Business Interruption insurance covering, at a minimum, expenses (e.g., real estate taxes, utilities, and debt service) and loss of income at the Project on the "Special Causes of Loss" form or "All

Risk" form, including a twelve (12) month extended period of indemnity. Loss of income insurance will be no less than the amount ofone year oflncome Before Fixed Charges. All business interruption insurance proceeds will be paid to Owner but, for the purposes of calculating the Management Fees for the effected period(s), the amount of Owner's proceeds will be tripled and treated as Gross Revenues.
Commercial General Liability insurance providing coverage against claims brought by third parties against Owner and Operator for (a) bodily injury liability including death, assault or battery,
(b) property damage liability for damage to property of third parties, (c) personal injury liability (d) advertising injury liability, (e) contractual liability, (f) products / completed operations liability and (g) liquor liability arising out of the service of liquor (e.g., dram shop liability), with minimum limits of One Million Dollars ($ 1 ,000,000) per each occurrence with a general aggregate limit of not less than Two Million Dollars ($2,000,000).
The parties acknowledge that, pursuant to the Hotel Management Agreement, (i) the costs of some of the insurance as set forth in Section 1.1 and Section 1 .2 above shall be an Expense of the Project (as defined in the Hotel Management Agreement) under the Hotel Management Agreement, and (ii) Grove Resort Sport and Spa Manager, LLC shall obtain and maintain, or Grove Resort and Spa Manager, LLC may, at its sole option, require the Operator to procure and maintain pursuant to the terms of the Hotel Management Agreement, such insurance as is set forth in the terms of the Hotel Management Agreement.
Section 1.3	Primary Coverages. The parties agree to the terms set forth regarding primacy of insurance as set forth in the terms ofthe Hotel Management Agreement.
Section 1.4	I nsurance Claims. Operator shall promptly notify Owner of any and all (i) material accidents, injuries, claims or damage relating to ownership, operation, or maintenance of the Project, or
any material (i.e. involving damage over $50,000) casualty, damage, or destruction affecting all or any portion of the Proj ect. Any such report relating to casualty, damage or destruction shall include
Operator' s estimated cost to repair the same. Upon Owner's request, Operator shall promptly investigate and make a full, timely, written report to the applicable insurance company, with a copy to Owner, and shall prepare any and all reports, filings, or forms which may be reasonably required by the relevant insurance company or by Owner in connection therewith. Operator agrees to promptly forward to the applicable insurance company any summons, subpoena, or other legal document served upon Operator relating to actual or alleged potential liability of Owner, Operator (with respect to the Project), or the Project.
If while Operator is an additional insured with respect to liability insurance and to the extent that Operator is being defended by Owner' s insurer there should arise any conflict of interest or disagreement between Owner and Operator with respect to Owner's insurer's handling of any claims covered by such insurance (including, without limitation, with respect to the insurer' s litigation strategy or choice of counsel and any proposed settlement of any such claims), Owner' s decisions with respect to such conflicts or disagreements shall control and the insurer shall be entitled to rely on such decisions and act accordingly so long as such claims are being covered entirely by Owner's insurance. Notwithstanding anything to the contrary herein, Operator may retain separate counsel in event ofany aforementioned conflict of interest provided that the cost of which shall be borne solely by Operator (and not as an Operating Expense) to the extent not covered by insurance and such retained counsel shall not interfere with the settlement of any claim covered entirely by Owner's insurance.
Section 1.5	Waivers of Subrogation. Owner and Operator hereby mutually waive any claim against the other and its agents for any loss or damage to any of their property located on or about the Project that is caused by or results from perils covered by property insurance carried by the respective parties, to the extent of the proceeds of such insurance actually received with respect to such loss or damage, whether or

36

not due to the negligence of the other party or its agents. Because the foregoing waivers will preclude the assignment ofany claim by way of subrogation to an insurance company or any other person, each party agrees to give to its insurer written notice of the terms of these mutual waivers and shall have their insurance policies endorsed to prevent the invalidation ofthe insurance coverage because of these waivers. Nothing in this clause shall relieve a party of liability to the other for failure to carry insurance required by the Agreement.
Section 1.6	I nsurance Required of Contractors, Consultants and Vendors. Operator shall cause each contractor, consultant, and vendor performing work or services in connection with the Project to maintain insurance in accordance with the terms and conditions of Schedule B-2 . 

37 

SCHEDULE 1-2

Contractor, Subcontractor, Consultant, and Vendor Insurance
lnsurance Requfred of Contractors. Subcontractors, Consultants and Vendors. Prior to the commencement or performance of any work or services related to the Project, Operator shall cause each contractor, consultant and vendor to procure and maintain throughout the term and thereafter as required herein, at their sole cost and expense, the insurance specified in this Schedule B-2.
Workers Compensation Insurance as required by statute, together with Employers Liability Insurance with limits ofnot less than $500,000 each accident each employee, $500,000 each disease each employee, and $500,000 disease policy limit, or such greater limits as required by such parties Umbrella and/or Excess Liability Insurance to affect such coverage.
Commercial General Liability Insurance written on an occurrence basis and including coverage for bodily injury (including death and mental anguish), products-completed operations, contractual liability, personal injury, advertising injury, independent contractors, and property damage (including coverage for explosion, collapse and underground property), and otherwise with terms at least as broad as those under the CG 00 01 occurrence policy form as published by the Insurance Services Office with limits of ( 1) for Tier One Contracts as described in chedule B-3. $1 ,000,000 per occurrence, and (2) for Tier Two and Tier Three Contracts as described in Schedule B-3, $1 ,000,000 per occurrence,
$2,000,000 general aggregate per project, and $2,000,000 products and completed operations aggregate which shall be maintained for the greater period under which a claim may be properly asserted under the applicable statute of limitations or repose and such policy shall include a severability of interests provision without any exclusion or restriction related to cross-liability.
Commercial Automobile Liability Insurance covering all owned, non-owned, leased and hired vehicles with a combined single limit for bodily injury and property damage of not less than
$1 ,000,000 each accident, and if such party is hauling or transporting waste materials, site hazardous substances or any other environmentally regulated substances that require a regulated manifest, relating to the Project, then such policy must also include CA-9948 and MCS-90 endorsements.
For Tier Two and Tier Three Contracts, Umbrella and/or Excess Liability Insurance written on a follow form basis and not more restrictive than the underlying insurance sitting excess ofthe Commercial General Liability, Commercial Automobile Liability, and Employers Liability Insurance required herein with limits of no less than (1) for Tier Two Contracts as described in Schedule B-3.
$2,000,000 per occurrence and in the annual aggregate, and (2) for Tier Three Contracts as described in Schedule B-3, $5,000,000 per occurrence and in the annual aggregate. Such coverage shall be maintained for the greater period under which a claim may be properly asserted under the applicable statute of limitations or repose and being endorsed to provide that such insurance is primary to, and non­ contributory with, any other insurance on which Additional Insureds (as defined in chedule B- 1 of the Agreement) is an insured, whether such other insurance is primary, excess, self-insurance, or insurance on any other basis, and causing the umbrella and/or excess coverage to be vertically exhausted, whereby such coverage is not subject to any "Other Insurance" provision(s).
If any contractor's work or services include environmental abatement or remediation, or ifthe work or services include excavation, grading, demolition, or the treatment, storage, removal or transportation of hazardous materials in connection with the Project, then such contractor must obtain Contractor's Pollution Liability Insurance with a limit of $1 ,000,000 per occurrence and providing coverage for bodily injury, property damage, clean-up costs resulting from pollution conditions, mold, the

accidental release of asbestos, and, if applicable, the removal and transportation of aboveground and underground storage tanks.
If contractor, consultant or vendor is performing any professional services, including but not limited to consulting, design, or engineering services, Professional Liability Insurance with limits
$1 ,000,000 per claim and in the annual aggregate providing coverage for all professional services undertaken in connection with the Project and such coverage must be maintained for the greater period under which a claim may be properly asserted under the applicable statute of limitations or repose.
Operator shall require that such contractors, consultants and vendors will be solely responsible for any claims, premiums, deductibles, self-insured retentions or additional expenses related to their tools, equipment and personal property.
Such other insurance as required by Owner or Operator from time to time.

Operator shall cause each contractor, consultant and vendor to add Additional Insureds as additional insureds under the contractor's, consultant's or vendor's aforementioned liability coverages (except for Workers Compensation and Professional Liability Insurance) and such additional insured status must: (i) be at least as broad as the coverage afforded to the named insured thereunder; (ii) be afforded to the fullest extent permitted by law for ongoing and completed operations, and, specifically as it pertains to Commercial General Liability by way of ISO CG 20 37 10 01 (for Tier Two and Tier Three Contract contractors performing work on the Project), together with ISO CG 20 10 10 01 (or their equivalents); and
not contain any limitation or exclusion due to the requirement of contractual privity between any such person or organization required to be included as an additional insured and the named insured.
Unless otherwise provided herein, Operator shall require that all coverages: (i) be primary and non-contributory to any other insurance that may be available to Operator and the Additional Insureds; (ii) contain a waiver of subrogation in favor of Operator and the Additional Insureds, which must not contain any limitation or exclusion due to the requirement of contractual privity; (iii) include at least 30 days' notice of cancellation (10 days' if cancellation is due to nonpayment of premium) to Operator and Operator shall provide such notice to Owner upon receipt; (iv) contain deductibles or self-insured retentions not in excess of $25,000 absent prior approval from Owner and such contractor, and consultant or vendor shall be solely responsible for such deductible or self-insured retentions; (v) be written by an insurance company or companies authorized to do business in the state in which the Project is located and maintaining a minimum rating of"A-:VII" by AM Best or "A-" by S&P ; and (vi) shall not (except for professional liability) include defense costs within the limit of liability.
Any insurance limits required of contractors, consultants, or vendors herein are minimum limits only and shall not restrict the liability imposed on such party for work or services performed in connection with the Project. Operator shall have a written agreement with all contractor' s, consultant's and vendor's and such agreement shall set forth insurance requirements that meet or exceed those specified herein. Operator shall require within the written agreement that the minimum limits of insurance required of contractor, consultant or vendor be equal to the greater of: (i) those required in this Schedule B-2; (ii) those indicated on the declaration page of the pertinent policy; or (iii) those as required by law. Notwithstanding anything to the contrary herein, provided that a contractor, consultant or vendor: (x) is not performing any structural construction work; and (y) is engaged for a contract with a value of$50,000 or less; and (z) is not a Tier Three Contract, Operator may approve insurance limits less than those required herein (but no less than $1 million in commercial general liability insurance); provided that such approved limits are no less than those customarily required of vendors performing a similar scope ofwork or services. Operator must

obtain indemnification and hold harmless provisions in favor ofOwner and Operator. Operator must obtain defense provisions in favor of Owner and Operator except for professional liability.
Operator shall require that each contractor, consultant and vendor provide to Operator, and Operator shall keep record of(and provide the same to Owner upon request), certificates of insurance and applicable additional insured and waiver of subrogation endorsements confirming the parties compliance with the insurance required of it by Operator prior to the commencement of any work or services under the relevant contract or permitting entry upon the Project or any part thereof.

SCHEDULE 1-3 DEFINITIONS OF TIER CONTRACTS

Tier One Contracts
Athletic Equipment Attorney
Bathtub Resurfacing Blind Repair
Cable
Cleaning Contractor Coffee Service
Consultant (non-design/construction) Copier Maintenance
Deliveries Only Entertainment Furniture Rental Golf Cart Repair Handyman Interior Design
Interior Plantscaping Janitorial
Musician Photography Pool Service Storage (Pods)
Strip Out (Stripping) Temporary Staffing Video Production
Tier Two Contracts
All contracts not on Tier 1 or Tier 3

Tier Three Contracts
Asbestos I Lead Abatement Blasting / Demolition Contractors Elevator Maintenance
Excavation & Underground Utility Work Exterior Painting
Fire / Life Protection Installation / Renovation Mold Remediation
Overhead Equip. (Cranes, Hoist) & Scaffolding Roof Replacement
Security Services Welding / Hot Work
Window Washing Over 5 Stories

This is a standard list that will address most ofthe work and services. Perceived high risk work (including any structural work to the asset) not addressed on this list or high contract value work should be elevated to Owner.

EXHIBIT 2 ANNUAL PLAN

131 56085-8

13156085 8 - 1 /23/2020 5:32:24 PM

The Grove Budget
October 1st 2019 thru September 30th 2020

Community Development District

 	10!31/2019	11/30/201 9	12131/2019	1/3tl202           0	2/28/2020 	3131/        2     0     2     0	4/30/202       0	5131/202          0	6!3012020	7/31/2020	81311202      0	91300020	TCl,11
Operational Operational Operalional Operational Operational OperalJOnal Operaoonal Operational Operational

Actual	Actual	Actual

Budget	Budget

Budget

Budget

Budget	Budget	Budget	Budget	Budget

34,494

Operating Revenue		
Rooms	0	0	0	0	0	0	0	0	0	0	0			
Food & Beverage	200,997	167,968	(360,512)	80,125	228,039	352,600	399,648	356,247	436,493	441,837	367,217	146,963	2,81 7,622	
Other Operated Departments (Recrealion)	50,154	37,904	38,031	27.440	51,158	92,341	104,715	74,674	108,918	1 24,209	98,540	38,039	646,123	
Parking Income	135.576	142.487	144,872	105,218	159,904	245,057	252.954	176,167	247,701	274,318	249.421	120,405	2,254,080	
Rental Income	0	0	0	0	0	0	0	0	0	0	0	0		
Assessment Income	114.232	11 5.707	118447	122.87a	126,034	129,196	1 32.357	135h19	138,680	141.841	145,003	148. 164	      1..568.05.3	
Total Operating Revenue	500,959	464,066	(59,162)	335,656	565,135	819,1�	889,674	742,607	931 ,792	982,205	860,181	453,571	7,485,878	
Departmental Expenses														
Rooms		5,255	4,114	3,133	2,933	3,132	3,073	3,166	3,075	3,164	3,167	3,074	41 ,835	
Food & Beverage	1 35,640	122,148	(38,927)	82,775	145,817	210,772	229,493	207,659	242,298	247,586	218,308	11 2,664	1,916,233	
Olher Operated Departments	110.498	11 8.478	11 0,622	123.259	106,584	156,112	141 526	155.058	137,930	165.668		118.947	1 , 587 435	
Total Departmental Expenses	250,687	245,881	75,809	209,167	255,334	370,016	374,092	365,883	383,303	416,418	364,228	234,685	3,545,503	
Departmental Profit	250,272	218,185	(134,971)	126,489	309,801	449,178	
515,582	
376,724	548,489	565,787	495,953	21 8,886	
3,940,375	
Undlstr1buted Expenses														
Administrative & General	99,322	79,827	103,686	114,344	108,515	116,304	109,860	111,508	109,541	112,199	n1 ,773	111 ,295	1,288,374	
IT & Comm Systems	25,471	26,763	29,120		35,907	40,028	41 ,578	36,321	39,637	42,687	39,262	33,226	424,494	
Sales & Marketing	0	0	0	0	0	0	0	0	0	0	0	0	0	
Property Operations	130,075	126,683	1 22,038	122,222	124,717	128,686	152,247	134.211	130,267	133.766	131 ,505	115,489	1,554,106	
Utilities	 	44.466 	43.171	46.599	56.386	53,637	56.523	63.230	51,450	58,069	54 161	55.1 16 	45� 003	629 613	
Total Undistributed Expenses	299,334	278,644	303,643	327,44B	322,TT6	341,541	366,915	333,490	337,514	342,813	337,656	305,013	3,896,787	
Gross Operating Profit	(49,062)	(60,459)	(438,614)	(200,959)	(12,975)	107,637	148,667	43,234	210,975	222,974	1 58,297	(66,127)	43,588	
Management Fees														
COD Management Fee	3.0DO	3,000	3,000	3.000	3,000	3 000	3 000	3,000	3,000	3,000	3 000	3,000	36.000	
Total Management Fees	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	36,000	
income Before Non-Operating Income & Expense	(52,062)	
(63,459)	(441,614)	(203,959)	(1 5,975)	104,637	145,667	40,234	207,975	219,974	155,297	(89,127)	7,586	
Non-Operating Income & Expense														
Allocated Departments														
Total Allocaled Departments				0	0	0	0	0	0	0	0	0		
Rent	0	687	687	0	0	0	0	0	0	0	0	0	1,774	
Oeprecialion	0	0	137,844											
Insurance	14.000	1 4,000	(81 ,6a81	14,000	14,000	14 000	14.000	14.000	14.000	14,000	14 000	14.000	72.1 34	
Total Non-Operating Income & Expense	14,000	14,887	56,865	14,000	14,000	14,000	14,000	14,000	14,000	14,000	14,000	14 ,000	73,908	
Earnings Before Interest, Taxes, Depreciation and Amortlzation	(66,062)	(78,346)	(496,479)	(217,959)	(29,975)	90,637	131 ,667	26,234	193,975	205,974	141 ,297	(103,127)	(66,320)	
Developer Deficit Funding	
66,062	
78,346	498,479	217,959	29,975	(90,637)	(131 ,667)	(26,234)	(193,975)	(205,974)	(141 ,297)	103,127	204,164	

Income Before Taxes	137,844

Cashflow

The Developer provides deficit funding, therefore there is no cashflow

Reserves have not been provided for as the project is subject to Developer deficit Funding,

The Grove
Budget
October 1st 2019 thru September 30th 2020

·-

.,,..

Community Development District
·-·	·-·	8.Jdge!

-	"''""

·-·	- -"''�""'	-·

0	0	0	0	0	0	0	0	0	0	0	0	0	
0	0	0	0	0	0	0	0	0	0	0	0	0	
0	0	0	0	0	0								
0	0	0	0	0	0								
0,00 %	0 00 %	0,00 %	□�00 %	o oo %	0.00 %	0, 00 %	0 00 %	0 00 %	0 00 %	0,00 %	0 00 ¾	0 00 %	
0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	
0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0,00	0.00	0.00	0.00	0.00	
0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	
0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	
													
0	0	0	0	0	0	0	0	0	0	0			
329.348	291 .834	299.341	191 .346	213.706	269,356	287,939	252,533	328.784	393,638	430.795	267,719	3,556.338	
42,981	42,091	41 ,260	36,232	50,487	85.452	92,009	85,692	11 3.375	11 9,804	120,070	41,260	870.713	
115.761	122,722	143,604	137,314	108,873	139,576	171 ,953	177,788	133,855	166.417	154,107	1 58,570	1,730,540	
500	500	500	500	5,147	5,147	5,147	5.147	5.147	5,147	5,147	5,147	43,176	
123.084	126.878	130.671	134.043	137,416	140,788	144, 160	1'1�	150,904	154 276	157,648	161 ,021	1 708 421	
611 ,674	584,024	615,375	499,435	S1 S,629	640,319	701 ,209	668,692	732,065	839,282	867,767	633,716	7,909,187	
													
4,682	4,531	4,682	4,682	4,226	4,682	4,531	4.682	4,531	4,682	4,682	4,531	55,124	
227,595	201,710	206,890	132,374	151 ,008	189,407	202,229	177,799	230.412	275,162	300,800	188,277	2.483,664	
156.285	8,ll_ ,dl)7	82,829	72,735	101 ,353	171 ,544	184,709	1n.1m	227,600	240,506	241,041	82.893	1,748,020	
31 8,562	290,738	294,401	209,791	2S6,588	36S,633	391,469	354,508	462,544	S20,350	S46,S23	275,701	4,286,809	
293,112	293,286	320,974	289,644	2S9,041	274,686	309,739	314,184	269,521	318,932	321 ,244	3S8,015	3,622,379	
													
127.417	128.029	1 32,274	134,325	11 4,387	127.541	125,909	129,033	121 ,402	1 32,194	126,360	133,640	1,532,510	
46,608	44,561	47,512	34.420	31 ,945	34,611	37,896	33,230	37.324	42,609	42,133	43,228	476.076	
0	0	0	0	0	0	D	0	0	D	0			
180.466	154,814	158.608	144,879	125,911	153,730	142,711	136,027	140,724	160,053	161,860	146,685	1,806.468	

Rooms Available Complimentary Rooms Paid Rooms
Occupied Rooms Paid Occupancy o/, Average Daily Rate Rooms RevPAR Total RvvPAR Total GOP PAR

10/31/2019	11/3012019	12/31/2019	1/31/2020	2/28/2020	3/31/2020	4/30/2020	513112m	6/30/2020	7/31/2020	8/31/2020
euoge1

TG!>l

Operating Revenue Rooms
Food & Beverage
Other Operated Departments (Recreation) Parking Income
Rental Income Assessment Income
Total Operating Revenue

Departmental Expenses Rooms
Food     &     Beverage Olher Operated Departments Total Departmental Expenses

Departmental Profit

Undistributed Expenses Administrative & General 1T & Comm Systems Sales & Marketing Property Operations
Utililies	68,680	78.636	94,879	86 870	88,400	73.270 	64 430	57.885	69,960	60.945	68 680	56.857	869,491
Total Undistributed Expenses	423,171	406,040	433,274	400,494	360,642	389,1S2	370,946	356,175	369,410	395,801	399,032	380,409	4,684,545

Gross Operating Profit	(130,059)	(112,753)	(112,209)	(110,850)	(101,601)	(114,467)	(61,207)	(41,992)	(99,889)	[76,869)	(77,7B8)	(22,394)	(1,062,167)

Management Fees
COO Management Fee	3,000	3,000	3,000	3,000	3,000	3 000	3 ODO	3.000	3,000	3 000	3.000	MOO	:M,000
Total Management Fees	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	3,000	36,000

Income Before Non-Operating Income & Expense	(133,059)	(11 5,753)	(115,290)	(11 3,850)	(104,601)	(117,467)	(64,207)	(102,889)	(79,869)	(80,788)	(25,394)	(1 ,098,167)
Non-Operating Income & Expense Allocated Departments
Total Allocated Departments	0	0	0	0	0	0
Rent	966	966	966	966	966	966	966	966	966	966	966	966	11, 592
Insurance	14,000	14.000	14,000	14.000	14,000	14,000	14,000	14,000	14,000	14 000	14 000	14.000	168,000
Total Non-Operating Income & bpense	14,966	14,966	14,966	14,966	14,966	14,966	14,966	14,966	14,966	14,966	14,966	14,966	179,S92

(94,835)

Earnings Before Interest, Taxes, Depreciation and Amortization	(1 48,025)	(130,719)	(1 30,265)	(128,816)	(11 9,567)	(1 32,433)	(79,173)	(59,958)	(117,855)	(95,754)	(40,360)	(1 ,277,759)

Developer Deficit Funding	148,025	130,719	130,265	1 28,816	119,567	132,433	79,173	S9,95a	117,855	94,83S	-40,360	1,277,759

Income Before Taxes

Cashftow

The Developer provides deficit funding, therefore there is no cashfiow,

Reserves have not been provided for as the project is subjecl to Developer deficit Funding�

Grove Resort Community Development District

Ratification the VGlobalTech Agreement for
ADA Auditing Services

AGREEMENT BETWEEN THE GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT AND NEWAGETUTORS LLC D/B/A VGLOBALTECH FOR WEBSITE AUDITING SERVICES
THIS AGREEMENT (this "Agreement") is entered into as of this ±'day of Novewmber, 201 9, by and between:

County, Florida, with a mailing address of 1 205 l Corporate Blvd., Orlando, Florida 328 17 

GROVE REsORT COMMUNITY DEVELOPMENT DISTRJCT, a local unit of special-purpose government established pursuant to Chapter 1 90, Florida Statutes, and located in Orange
(the "District"), and	A
NEWAGETUTORS  LLC, D/BI	VGLOBALTECH, a Florida limited liability
company, with a mailing address of 636 Fanning Drive, Winter Springs, Florida 32708 ("Contractor").
RECITALS
WHEREAS, the District is a local unit of special-purpose government, created and existing pursuant to Chapter 1 90, Florida Statutes; and
WHEREAS, pursuant to section 1 89.069, Florida Statutes, the District must maintain an official website containing, at minimum, the statutorily required information ("Website"); and
WHEREAS, the District has a need to obtain a qualified independent contractor to perfonn audits of the Website to ensure compliance with the accessibility requirements of Title II of the Americans with Disabilities Act ("ADA"), which ADA accessibility requirements and standards may change from time to time, and to remediate or otheIWise convert the Website to meet such ADA accessibility requirements, to routinely audit the Website to ensure continued compliance with the ADA and to perfonn ongoing maintenance of the website, all as more particularly described herein and in the proposal attached hereto as Exhibit A and made a part herein (together, the "Services,,); and
WHEREAS, Contractor represents and warrants to the District that it is qualified, willing and capable of providing the Services; and

Now, THEREFORE,

WHEREAS, the District and Contractor desire to enter into this Agreement for the purposes stated herein and the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.
in consideration of the recitals, agreements and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

SECTION 1.	RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2.	SCOPE OF	Contractor shall provide Services in accordance with the
WORK.
tenns provided in this Agreement and in Exhibit A, which Services include the following:

A.      QUARTERLY TECHNOLOGICAL AND HUMAN AUDITS.  Contractor shall perfonn► or cause to be perfonned, at least four (4) quarterly technological and human audits per year to ensure Website's compliance with WCAG standards or better and any applicable laws, rules and regulations applicable to the Website. After each audit, Contractor shall remediate any deficiencies identified during such audit and provide a written report to the District summarizing the audit and r�mediations made, if any. Contractor shall renew, on a quarterly basis, the Digital Asset Technical Comp1iance Seal and the Human Audit Seal (collectively, the "Audit Seals") on the Website.
ADDITIONAL SERVICES. In the event that the District desires additional work or services, Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiation regarding the tenns of the additional work, including scope and compensation, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement prior to commencement of any such additional work. The following is a non-exhaustive Jist of possible additional services that the District may request of Contractor:
performing additional audit(s) of the Website;
providing a point of contact to respond to public's requests for Website accommodation;
converting documents for public records requests received by the District;
providing assistive support to District staff that is in excess of previously agreed upon services; and
providing any other ADA recommended compliance services requested by the District that Contractor is capable of perfonning.

C. Contractor shall be solely responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District and in accordance with this Agreement. Contractor shaU use industry best practices and procedures when carrying out the Services. While providing the Services, Contractor may sub-contract certain portions ofthe Services (uSub-Contracted Services"); provided however, Contractor shall remain responsible ensuring completion of all Services, including the Sub-Contracted Services, in accordance with the tenns provided in this Agreement and Exhibit A.

SECTION 3.	COMPENSATION. As compensation for the Services, the District agrees to pay Contractor in accordance with the following terms:

A. QUARTERLY TECHNOLOGICAL AND HUMAN AUDITS. For perfonnance of the Services as provided in Section 2(A) ofthis Agreement, the District shall pay One Thousand Two Hundred Dollars ($ 1 ,200.00) per year, payable in equal, quarterly installments of Three Hundred Dollars ($300.00).
INVOICES; PAYMENT. Contractor shall maintain records confonning to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, which shall be delivered promptly upon completion of each Service. Each invoice shall contain, at a

2

minimum, the District's name, Contractor's name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each allowing the District to approve each cost, the time frame within which the Services were provided, and the address or bank information to which payment is to be remitted. Consistent with Florida's Prompt
Payment Act, section 218. 70, et al., Florida Statutes, the invoices shall be due and payable within forty-five (45) days of receipt by the District.
SECTION 4.	TERM AND TERMINATION.

TERM. This Agreement shalJ become effective upon the date and year first written above and shall be in effect until terminated by either party in accordance with the terms of this Agreement.
TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days' written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to Contractor. Contractor agrees that the District may tenninate this Agreement without cause; provided that the District shall provide thirty (30) days' written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for all Services rendered up until the effective tennination of this Agreement, subject to whatever claims or offsets the District may have against Contractor as the sole means of recovery for termination.
SECTION s.	REPRESENTATIONS,	WARRANTIES	AND	COVENANTS.	Contractor
represents, warrants, and covenants that (a) the Services will conform to the requirements provided in Section 2 herein and Exhibit A; (b) the Services shall be perfonned by qualified personnel in a professional, prompt, diligent, good, safe and workmanlike manner in accordance with alJ laws, industry standards, and all applicable ADA and other website accessibility compliance standards, including but not limited to WCAG and other federally recommended guidelines, as may be amended from time to time; and (c) neither the Services nor any product provided by Contractor
shall infringe, misappropriate, or otherwise violate the intellectual property rights of any third­ party. To the extent that any defects are found and reported to the Contractor, the Contractor shall correct such defects within thirty (30) days.
SECTION 6.	INTELLECTUAL PROPERTY.
A. CONTRACTOR MATERIALS. Except as provided herein, Contractor shall retain all right, title, and interest in and to (i) all patents. trademarks, service marks, copyrights, and other intellectual property or proprietary rights of Contractor used in or otherwise associated with the Services, and other materials provided to the District hereunder; and (ii) all trade secrets, technical specifications and data to the extent they are i ntellectual property, and inventions which are authored, conceived, devised, developed, reduced to practice, or otherwise perfonned by Contractor which arise out of Contractor's performance of the Services, none of which shall be
deemed a "work made for hire" under the Copyright Act of 1976 (collectively, "Contractor
Materials"), and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive Contractor of any of its intellectual property and proprietary
interests associated therewith. Subject to the foregoing, Contractor grants to the District a non-

3

exclusive, non•transferable worldwide perpetual limited right and license to access and use the Contractor Materials in connection with the ordinary and intended use by the District as contemplated in this Agreement, including viewing, downloading and printing the Contractor Materials for the District's use, and without in any case removing Contractor's copyright, trademark or other intellectual property ownership notices.
8.  THE  DISTRICT  MATERIALS;   PUBLICITY  AND  TRADEMARKS.  The  District  shall own the Website, domain name, all e•mail addresses, and alJ website and e•mail content, under all circumstances. In the event of a tennination of this Agreement for any reason, Contractor shall take all necessary steps to transfer, or otherwise aJlow the District to retain, such website, domain name, e•mail addresses and content ofthe same. Additional1y, to the extent applicable, Contractor shall take commercially reasonable precautions consistent with industry standards to protect confidential information, including, e.g., credit card infonnation and other sensitive information protected under Florida's Public Records Laws. Contractor shall immediately notify the District ofany breach or loss of data, and take such steps as are reasonably necessary to address any such issue. Except as provided herein, the District shall retain all right, title, and interest in and to all intellectual property of the District provided or made available to the Contractor in coMection with Contractor's Services (collectively, "District Materials") and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive the District of any of its intellectual property or other proprietary interests associated therewith, ifany. Subject to the foregoing, the District grants to Contractor a non-exclusive, non•transferable worldwide limited right and license to access and use such District Materials in connection with the provision of the Services as contemplated by this Agreement. Further, the District permits Contractor to identify the District as a customer of Contractor in Contractor's marketing materials (including using the District's name and logo for such limited purposes).
The District further acknowledges and agrees that for Contractor to perfonn the Services, it must, in some cases, give Contractor remote access to areas behind log-ins that are to be audited hereunder, incJuding, without limitation to content management systems and/or servers (collectively, "System"), and agrees that it will furnish to Contractor all necessary information and/or user names and passwords required to do so. Contractor agrees to follow commercially reasonable security policies for accessing the Districes System including any specific security procedures as may be communicated to Contractor by the District prior to Contractor accessing the System. Contractor shall on its own or through coordination with the District's Website provider, create a back•up copy of all data that may be affected by Contractor's access to the System.

C.  RIGHT TO  DISPLAY  CONTRACTOR'S   COMPLIANCE   SHIELD  /  ACCESSIBILITY POLICY. Pursuant to this Agreement, the Contractor shall provide the District with a Compliance Shield, applicable Audit Sea)(s), and customized Accessibility Policy, which the District shall display on its Websites and web applications. The District is expressly prohibited from using the Compliance Shield and/or applicable Audit Seal(s) for any purpose not specifically authorized by this Agreement, and in no event may use such Compliance Shield and/or applicable Audit Seal(s) for or on behalf of any other party or in connection with any domain name and/or organization name other than those being scanned or serviced in connection with the Services.

4

7.

SECTION	PUBLIC RECORDS.
Contractor understands and agrees that all documents
or on-line content of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with aH applicable provisions of Florida law in handling such records, including but not limited to section I 1 9.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Jane Gaarlandt ("Public Records Custodian"). Among other requirements and to the extent applicable by law, Contractor shall I) keep and maintain public records required by the District to perform the Work; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 1 I 9, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract tenn and following the contract term if Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF fonnats.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STA TUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 723-5900, GAARLANDTJ@PFM.COM, OR AT 12051 CORPORATE BLVD., ORLANDO, FLORIDA 32817.
SECTION 8. INDEMNITY.
A. Contractor agrees to defend, indemnify, and hold harmless the District and its officers, agents, staff, employees, successors, assigns, members, affiliates, or representatives from any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments against the District, or loss or damage, whether monetary or otherwise, arising out of, wholly or in part by, or in connection with the Services to be perfonned by Contractor, its subcontractors, its employees and agents (including, but not limited to Lighthouse Central Florida, lnc., or any other company or individual perfonning human audits as required by Section 2(C) of this Agreement) in coMection with this Agreement, including litigation, mediation, arbitration, appeJlate, or settlement proceedings with respect thereto. This specifically includes a lawsuit based on Jack of ADA compliance or other website compliance insufficiencies. Additionally, nothing in this Agreement requires Contractor to indemnify the District for the District's percentage of fault if the District is adjudged to be more than 50% at fault for any claims against the District and Contractor as jointly liable parties; however, Contractor shall indemnify the District for any and all percentage of fault attributable to Contractor for claims against the District, regardless of whether the District is adjudged to be more or less than 50% at

5

fault. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on liability contained in section 768.28, Florida Statutes, or other statute.
8. Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys' fees, paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), any interest, expenses, damages, penalties, fines, or judgments against the District, all as actually incurred.
C. In the event that Contractor assigns its obligations under this Agreement to a third party, Contractor acknowledges and agrees that Contractor shall require such third party to provide indemnification to the District consistent with the requirements of this Section 8.
SECTION 9. SCRUTINIZED COMPANIES STATEMENT. Contractor certifies that it is not in violation of section 287. 1 35, Florida Statutes, and is not prohibited from doing business with the District under Florida l aw, including but not limited to Scrutinized Companies with Activities
in Sudan List or Scrutinized Companies with Activities in the Iran Petro]eum Energy Sector List. If Contractor is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately tenninate the Contract.

SECTION 10. GENERAL PROVISIONS.
CONFLICTS. The terms of this Agreement and Exhibit A are intended to complement each other, and to the extent they conflict, the tenns of Exhibit A sbal1 control only to the extent that such provisions provide clarifications on Services and materials to be provided by Contractor pursuant to Exhibit A; in all other respects, the provisions of this Agreement shall control.
AUTHORJZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the tenns and provisions ofthis Agreement.
INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer, or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship ofemployer and employee between the District and Contractor or any of its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or fed eral tax purposes.  Contractor shall hire and pay all of Contractor's or its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor, all of whom shalt be employees of Contractor and not employees of the District and at aJI times entirely under Contractor's supervision, direction, and control.

6

In particular, the District will not: i) withhold FICA (Social Security) from Contractor' s payments; ii) make state or federal unemployment insurance contributions on Contractor's behalf;

RESOLUTION.

iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain workers' compensation insurance on behalf of Contractor.

DISPUTE

Before initiating any legal claim or action (except with

respect to equitable relief), .the parties agree to attempt in good faith to settle any dispute, controversy, or claim arising out of or related to this Agreement or the Services (collectively, "Dispute") through discussions which shall be initiated upon written notice ofa Dispute by either party to the other. lf the parties cannot resolve the Dispute within ten (10) business days, then the parties shaJI attempt to settle the Dispute by mediation. If mediation is unsuccessful, the parties may then proceed to filing a claim in the appropriate jurisdictional court in accordance with this Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the substantially prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys' fees, paralegal fees, expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.
APPLICABLE LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Florida without reference to the principles of conflict of laws. Except for actions seeking injunctive relief (which may be brought in any appropriate jurisdiction), suits under this agreement shall only be brought in a court of competent jurisdiction in the county of Orange County, Florida. This choice ofvenue is intended by the parties to be mandatory and not permissive in nature. and to preclude the possibility oflitigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this section. The District and Contractor waive any right they may have to assert the doctrine offorum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Section.
LIMITATIONS ON GoVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver ofimmunity or limits ofliability ofthe Districtbeyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of Jaw.
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and Contractor and no right or cause ofaction shall accrue upon or by reason to or for the benefit of any third-party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Contractor and their respective representatives, successors, and assigns.

7

ff.	DEFAULT AND PROTECTION AGAINST THIRD-PARTY INTERFERENCE. A default
by either party under this Agreement shall entitle the other to all remedies available at law or in
equity, which may include, but not be limited to, the right of actual damages and/or specific perfonnance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third-party.   Nothing contained in this Agreement shall  limit or impair the District's right to protect its rights from interference by a third-party to this Agreement.
NOTICES. AU notices, requests, consents, and other communications under this Agreement ("Notice" or "Notices") shall be in writing and shall be delivered, mail ed by Overnight Delivery or First Class Mail, postage prepaid, to the parties, as follows:

If to Contractor:

If to District:

With a copy to:

NewAgeTutors LLC d/b/a VGlobalTech 636 Fanning Drive
Winter Springs, Florida 32708 Attn: Vaibhav V. Joshi
Grove Resort Community Development District
1205 1 Corporate Boulevard
Orlando, Florida 3281 7 Attn: District Manager
Hopping Green & Sams PA
1 1 9 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. Ifany time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal
holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for Contractor may deliver Notice on behalf of the District and Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days' written notice to the parties and addressees set forth herein.
ENTIRE AGREEMENT. This Agreement, together with Exhibit A, sets forth the entire agreement of the parties, and supersedes any prior agreements or statements with respect to the subject matter hereof No provision of this Agreement may be amended, waived or modified unless the same is set forth in writing and signed by each of the Parties to this Agreement, or their respective successors or assigns.
SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall  not affect the validity or enforceability of the remaining portions of this Agreement, or any part ofthis Agreement not held to be invalid or unenforceable.

8

ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written consent of the other. Any purporte-.d assignment without such consent shall be nulJ and void.
AMENDMENTS. This Agreement may be amended or modified only by a written instrument duly executed by both parties.
FORCE MAJEURE. If either party is prevented from perfoillling any of its obligatfons under this Agreement due to any cause beyond the party's reasonable control, including, without limitations, an "act of God," fire, flood, war, strike, government regulation, civil or military authority, acts or omissions oftransmitters, utilities, providers or hackers, the time for that party's performance will be extended for the period ofthe delay or inability to perfonn due to such occurrence.
0. SURVIVAL. In addition to such other provisions hereof which, by their tenns, survive any termination or ex1>iration of this Agreement, Section 5  (Representations, Warranties and Covenants), Section 6 { Intellectual Property), Section 7 (Public Records), Section 8 (Indemnity), and Section IO (General Provisions) shall survive any termination or expiration of this Agreement.
WAIVER. No breach of any tenn of this Agreement shall be deemed waived unless expressly waived in writing by the party who might assert such breach. A ny failure or delay by either party to exercise any right, power, or privilege under this Agreement shall not be deemed a wai.ver of any such right, power, or privilege under this Agreement on that or any subsequent occasion. Any waiver by either party, whether express or implied, of any provision of this Agreement, any waiver ofdefault, or any course of dealing hereunder, shall not affect such party's right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default or breach, whether or not similar.
COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgement pages, if any, may be detached from the counterparts and attached to a single copy of this document to physicalJy fonn one document.
ARM'S LENGTH TRANSACTION . This Agreement has been negotiated fully between the parties as an ann's length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In case of a Dispute concerning the interpretation ofany provision ofthis Agreement, both parties are deemed to have drafted, chosen, and selected the l anguage, and the doubtful language will not be interpreted or construed against either party.
DESCRIPTIVE HEADINGS. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

9

IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement as ofthe date and year first set forth above.

.a,;Om�,

ATTEST:

I J>l'.2
Secretary/Assistant ecretary

GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT

WITNESS:	NEWAGETUTORS LLC, D/B/A
VGLOBALTECH, a Florida limited liability company

 	-
Print Name: 	

By: Vaibhav V. Joshi, Manager

Exhibit A:	Proposal for Services

10 

Exhibit A Proposal for Services

1 1 

. GJ< P �lflot E baN C E   I NlNTOeV AcT  I hN

Technical & Human Audit Proposal for Public Facing Digital Assets (Software, Websites & Apps)
Goal: Ensure full compHance for people with dlsabUltles as per:

or

Non41eairotoaU0n
  mgpia,mcoll

. WCAG (Wch
Cgntcgt

$cc;tfonsoa
$tlpulatlgn1

fJodda

(

IPIUtaPCC

Jldcllof

Attc,&thllll)r

411110cc  •GI$

Ille Awcdran QyabrutJc, Ad lADA)

GuidcUnoaJ

Rhlg AcMl0a r;utdgllpc,

Rl!ild more about det.ails or the above list on VGloNITech's website. All ADA ,.quirements
.al'III 1nfor1N1ion on lhese 1op1u has bel!n compil4!d In one pl,ice tor our dienu.
uRt: htm.1;/Lvc,lobaltech.comLwebstte-compUance/

...,_ 1 .,,,

Your oraMgC

'IIOklOclfl'ecn..oorn -...-,i,:•._...

___ 

OCIICpartner»t-'141lot•nWI«>11 I�ll'rak OOISOflwcnIOCl•. vMertll��. onCI � �.
l lMpat_ .. _,.,..,_...,._.....,_......_ ,._, .,...,...,_... ■lr.

-llr----�_..,...._,,.,.,______.,.,___

12 

VeHion lo1:
0.-	v......	c.--

.....

Alllil ll. JOH	UI	Ted111lal !NIii H11111an Audil	119 ......,i
     A-11.Z. Z O U		I.I	Mtlllad J °'""-"	 	
hnll.Z, Zfl9	u	AddalCIDffl..t.;,,na .,_u ,._	VIJoahi

Your website gets 2 Compliance Seals VGlobalTech's Technical Compliance Seal & Human Audit Compliance Seal

CERTIFIED ACCESSIBlE
By Analyus who are Blind & VisuaUy lmp,lted

VGlobalTec:h Is the ADA, WCAG Compliance E,cpert, with over 100 ADA & WCAG comc,tiant web5itH created (	and countin1) to-date! We have partnered with a
non--profit a1ency to conduct Human Audit and Certification Seal.

Workine together with your company we wish to add social value to the community we live in! 

co,n"Hl 8  Thi, ,,..,...aat a ooldy aeelecl by VClal,allKtl ,,..,., ta, ib nrstonurn ..,.. c-"' be re�uced.
co,oed, � Of distnlNnad jdlduch,. '-•11tin1 1a othet cuctomen, COffi1Ntllot1, ..tti d�	en ffl )  
oridiaut � wrltt�" ,onwnl Di VGi.WTcm Any rio'-tiion1 ,hell IN ,,-01-ttVted

�ecn.com -,�..........

Pllage:llc,1111
YOII arategic partr'llf to,� 0.SV,. Sd'lwo'e, Matraq, and sec> sat.lricn.
0a1: �HA1·1111  I Dnat oonrao�v�

docltr "" ..,..__ ,.,,,, ...,._......,,	bepoc1•--

Mc.--._�l!OtW.,.�.,._Uldl Mopalltl N �- be� OMl,.....,cq,lod__,.lO_  .,....._  t,ftOI � lar I�

13 

Table of Contents

1.0
2-0
3.0

3.Z

ADA & WCAG Complimce	4
QuMtarly TKbaic.J & Humm Audit Testiq	5
Dtlit.tJ Asstt Tecbruc•l Complimce Se.d: �---·----· 	6
HIUllall Audit St.ah	6

4.0

Compunl'e Prot"eSS, Flow	7

Pridn1 Option,.________.....___________

___..,._..__._e

Propos.J As:c•pt&Dr9:-------

--

10

6.0
1.0

Rat.r.nc.s: .......__	...,.....,_____,._....,._.____________......,... 11 

_an,-""'•' "°' �

for WeD o.sigt\. SOl!wcn. MclQi�. and SEO �
Cott 321.f'7•7777  I l!!ITGk cor,act0v01oMTecl"l.00ffl
""""" <Ind�c:o,61wl...lb.,.l o.x.,.,,-,,.,•11oc1, Noctoatipa1 OI...,.,_.,.-�hitAnwti....,._i,mducecl..thDvf, ten1. .._capleO I>	atldl._.,.,..._.,.._.

14 

10 • •

.0 The Law

PltaH famlliari:se yoar tum with th• norida su111r. 189.069 Sperial distrin11 Nqair.d reponiq of taformatioa: w•b•baud public access. Soal'ff1            hnp:/ /www.le1,suteAus/sututH/ind1x.cfm!App_mode •Display_Sutute&URL•0100, 0199/018'/Sffliom/0189,069.hbDI

.0 ADA & WCA<i Compliance

Every i11d.ividuJ m ust bave equal .acc:us tv informauon whether it is in p1non serriN or oalin,. Tlab is a 1ener&l &1Ntment and uad,ntanclma of acc:.ss,
Th• bltltl'Det bas dramatically cbaqed the way stlta and loc.al iovenun1a11 do bwlaus. Toct.,, conrmntat q.ncies routinely make much moN informadan about their proP'.ams. utiffllfl, od semc.s availabl• to the public by postlo& it on dtelr webstte1. Al a nsult. many people can easily aCNss this infomuitl.on MWD cl.av a WHL 24 boun .a clay.
M.my 1overnment services ud acuvities an also provided oa websi..s because dtt public b able to p.uudp•t• in them at uy tim• of day and wtthout the assistaN of pnroment personnel. Huy covernment websites offer a low cost. quick. &ad coavement way of &liq tu Nt\U'm, payia1 bills, r1n•winr llc.ases, s1ama1 up for proP'am.s, •pplyiq forpermits or fundiac, submittlDI fob applications, .&11d performiOI a wide vm-, of othtr aftividu.
The AmfficAlls with Disabilities Att (ADA) and. if tbt pvemment eatttt.s rec.I.Ye r.ctar&l funcliq. tbe bb&biliudoa Act of 1973 11ner.U, NquiN that stat. ud local 1overaments provide qualiJied tndlvid1aab with diMbilitiu •qu.l a«ass to tbeir proP'ams, semces. or acti'fitits unless doiq so would funcwn1nt.ally alter dt1 natuN or their prop.ams, semc.s. or activities or wowd impoH an und1a1 bwd,n, One w•y to belp meet these reqwnmants Is ro •a.sun mat Sovernment websites b.ve accessible r.aaans rorpaopl• with cllw.bilities, usiq die simple steps describ.d ln thb dO('IUlltat. An ._.Dey widii u iucc:esslbl• wwbslt• awy also meet its lq.al obbptions by providiq an ah1nu.tiv1 •CNssible WAJ for citilHS to IAH tbt prop-ams or semcu, such u • staffed talepho■- information IJae. TIMse altarutins. bowever, .&re walibly to provide u equ.l dqne of aCHss in terms ofbo1an of oparmon ud die r.1111• of options ud prop-aas avail&ble.
Tia, World Wide Web Consomwn (Wac) seu the main tntarnatioul standards for the Wor4d Wide Web .a.ad IU ac:cessibillty. W3C crHtad die Web Coateat Atffuibility Guidelines (WCAG 2.0 ud 2.1) wluch an simil• to Section 508, b1aton .an lnt111·natioul level WCAO 2,0 and 2,1 nqwns specific 11acbniquas for complwlN ud is mort CWTtnt dlAa S.CUon 508.
SoWfft lattps1//www,w3,on/WAl/standaNh-a,ldtliQH/wCML

VOloearfecn.00ffl -,� ...__,,,	FQge• o11 , YDII maregc par1ner for wee Dngl'I. SOll'Mn, �� Ql'ICI SfO SOUiors.
cat 321•9'7•7777  1 enot coc1oc,ev0100ciTecf\.CCm
M.o1o ON:l�..I O>cu,._t Ho-1ot ... � ,_. i. Pfl'(luc..._ _., c,aplad IO- pgtloo I • N>t �le,,  � �
h� bh .,.12'Nlllecl daaly011... poopooal  ,.,.,....,._........ _.._ _,,lldbe---

IS 

Quarterly Technical & Human Audit Testine

This audit is as per the Florida Insurance Alliance, eGIS Insurance Advisors and other Insurance guideline,. Please check with your insurance agency for spedftc requireme nt.s. Read more here: https://vglobaltech.com/wp· content/uploads/2019 /03/FIA_ADA_Guldelines-2019-2020.pdf
VCilobaJTech team is trained and well aware ofADA and WCAC 2.x Compliance guidelines, VGlobalTech has partnered with a local agency for the visually impaired - UghtHouse Works. LightHouse has developed a unique program for digital accessibUlty that Is nm by visually impaired persoMel that are highly skilled in human audlting of websites and software as per the section 508
stipulations. Read more about our partnership here: https://vglobaltech.co01/webslte- con1pllance/

'1 ;t �loIt    f balJ ( f   1 1l1  IllTOEChI �  '    �) 'N

-=:LIGHTHOUSE

�CE NTRAL F LOR I DA

c.,_.,"O a """'' .. lo,.._ -""'11· &  _,,,.,. - �-- ....

Together we are now able to provide not one but two t'Ompllance seals for all our customers. Details oftbe compliance seals are b elow.

'°"

VOloOafTecn.oom • f� _,	Jlae-. of I I
mar�ic pann-,fo, weoo.sigr\ �. �. ancs sea SOUiot'e
caa: YJ.1-'1'1•nn  I l!mol w•oc••VOloOciTecn.com

�- C.,,.,_,... �L "° pal el"'aoa.-1 ,t,a1i. p,oduc.,_ _ cciplacl 	....., p,a,IIMl • ret� lo,  I• 
�bh en-� dioalW.,.,.. �, An, ............ -..i 	__.._ NPfO(�

16 

Digital Asset Technic11I Compliance Seal:

VGlobalTech in-house technical team shall remediate / test the website / software for ADA. WCAC compliance. VGlobalTec:h's technical design & development team Is fully aware of the Americans with Disability Act (ADA). Web Content AccessibUlty CuidelinH (WCAG). Section 508 of the RehabUltation Act of 1973 and overa.D the design principles of a professional accessible, functional and responsive web design. The entire team has taken
dedicated time and efforts to learn these design prindples ftnt hand. Our purpose ls dear - Unlvenal, Creative Web design that works for everyone, everywhere and every time!
Human Audit Seal: 

aRTIAED ACCESSIBlf
By Anatysti who are
8 lind & �iwil ly Impaired

LlghtHouse Works' visually Impaired personnel shall actually test the website for compliance as per the section 508 and ADA requlremenb. The VGlobaJTech technical team shall remediate any points dlscovered by LlghtHouse team and send the slte for re-certification. Upon satufactory completion LfghtHouse shaD provide the Human Audit Seal that will be
speclflc: to the site and the VGlobalTec:h team shall put the seal on the site. This ls an added 1ayer of true Human Audit testing that provides fuD ADA compliance.

�ecn..com -,.-,.:..__..	Page6 olll
YCM mategio pa,tnlrlorMOC>e$igr\softwae, �l9. 0'ICISfOsotJlicn
COi: 321-f'7-7777 I � CONOC1e�ectu:om

a,,,...-. ��-- lfdw .....

.....,__ C:-,.. �t HopGltel ... _......,_ .._....,..._,..... � IO- �l• nal ...._. ,_ •· 
_.,..IOI ..........lad daelll'Ofl .. plllpCIIIII	,r-

17 

Compliance Procus flow:

�C INTa �U   P I.OR I DA

GlobalTech�	-=LIGHTHOUSE

•

A Partnership with a Social Cause to Ensure:

ADA COMPLIANCE
WCAG COMPLIANCE
SECTION SOB STIPULATlONS

FIA / •GIS / OTHER INSURANCE & RISK ADVISERS COMPLIANCE
TECHNICAL COMPLAINCE SEAL
HUMAN AUDIT COHPLAINCE SEAL
QUARTERLY AUDlTS
REMEDIATI ON 
PEACE OF MIND

•

l•llll 

Cc1111pli :111 ce Ch r du

,.'-'

VGIODaff.cft.Celm -•..-...·- 	11 
Tow � �b WlbDIIIV\ saftware, �f'Q. onclSl!OIOllliorll. 

CCII: 321-f47•1177  I ltT'Ot' �eon.com

,.__....,...Go,,iliM,,._IQl._�,_....,_I NO��d...,N..doo...-.....,__lllalNfllbe_,..._,......,..... _�_�.........._be■ ,p,r,o1oco_.....,o....,   ,.,, ■• 

18 

Pricing Optiom

Option 1 (recon1mended): Quarterly Technical & Human Audits:
$1200 / Four Audits

" Coven 1U t•cbnic•l AND bWDMl .audat .sp1cu u pu industry experts
; ObC'Ounted to covtr botb audits toc1tbn
., Complwre ,..h renewed Aft•r ,very audu
•' Eiuure site .1.nd new conr.nt is ill comph.anc-e with AU ,und.rds
,, P••� of mind

Option 2: 
Quarterly Technical Audit Only•:
$900 / Four Audits
Coven only technical aspectJ of 1l1t1D•nn. html, en, contrast etc .a.s per WCAG
Techn.ic.al Audit Comphac. Hal Ntltwed &ftu every audat
Does not t'OV•r bu.mm .ucht (addibon£1 ron.sidttatioru that art subj1c:1Jv1 to tbt p1non. aubtiv1 tffhnoloD UHd etc

Option 3: 
Quarterly Hun1an Audit Only..:
$800 / Four Audits

Coven only bumAn i11,1dit (coautdtr•tioru that an subjl'Ctiv. to th• penon. usistiN terbnoloD used .ir rondu�ed in • I.ab lib IDVU'ODmtnt)
Hum.n Audit Complia.nN s..J renew•d After every audit

,..,.,lo

�Kn.oom -,�- 

PDee•- ••

Y OU'S1l'Ofl91C pgnr,11' fOf MD� SOflwcs9, MentlilQ, QftCI SfO soklliort COl: 321.11'7•7777  I ftnal::WWOC,OVOIOOCJTecn..com
-�1Qt o.ic,,,,_1 N.>l>Ol ol N --�a-..-.-wll,c,optcllO-�l· IIUI._I,_ G �
_,i.nded lath _,lllooboddecll,Oft.. �  l,hf6.....,,...w,o.il ....... __.._ .___,._

19 

TIiis propo,al lttdudu /olJowiltf points. 1rip,11otiom t•nns llltd condirions:
"(11 confer•nce calf or In person mNtinp per month wiltt dient to re.new metrics, rasulu and monthlv reaps •i,nlHs otlwnt111a not.d
ema� and phone communiallion

Anvthinc out of It!• KOpt of wort In th• 1bow proposal wMl be addressed and client wiil be immediatalv notified. After notification of 1dd1tlona1 wort, a subsequent quot• will be provided to conr that wort.
"Oient is responsible to adherin1 to timelints u far as Information required to complete th• tHl is concamed ff limalines are not adhered 10 and exceed 15 business days past the current martetinc months, lest dav, all won win •nd. A new month wiltt n•w allocated costs wilt b• prtsanted for future wort to commence. No refunds and owed worl w.i1 be du• unless otherwise apHd upon. An Invoke wll ba provided once liplature approval of this project proposal, l>aymenb will IN madt lo VGlOIALTEat
"Oient is responsillt for ventvm1 quality of worl, providinl fffdbact, v1rifyin1 that complianu has bHn met as required. VGlobarred\ team shaN not be reJPOnsible for any tqal ramlficataons 1risin1 from wort not done H par extarnal q1nci11 / orcaniutlons / associations nffds If propef fndbad is not provided by tll• a,stomer. VGlollalTkh's woflt will be in best faith but cannot cuarantH all compliaftm / 1•1a1 nffds since wt 11e not the f1n al authority 'in th• ADA or WCAG compRanc. arta. VGlobalTedl shall no1 be liable for any l•1a1 nimifk:ltions 1rilinl from compliance Issues and cannac be htld ,.,ponsible few anv lapl or other lawsuits.
R•fund Polley: Th• dlenl may hall worl and requat for a Nhmd within lfYID days of th• dat• of 11fnin1 thiJ HrYlces qrHm•nt by maWin1 a siplM l•ttef to the main 1ddr91s llstltd on
www.yCUobl(hgJ.com websh•. If cltent requests 1 ,..fund within sewn d1ys of the date of 1i,nin1 th.ir 11rHm tnt th1y sh1a be liable to pay for 111 wot1I completed Ind witf be refunded
the ramainlnl bal1nce of lhe Initial p1yment if blllable wort hu no1 •xc:ffdtd a d\ar1e that would be snater than c:tient's initial payment. If dient requ•sts a ,.fund after the seven days from the date of It!• slcnln1 of the a,rHmtnt client is liable to pay for all wo,t completed plus an additional 25'6 of any remalnln1 b1l1nc1 that may still be du•. Once lin• item projKU are complete no refunds will be issued, Confidentiality: All infomiation betwHn dient and 11rvlca provwder lnclustv, of technical and business lnformailon ,.11tin1 to proprietary ideas,  patentable idtas and/or tnde seaets, 111istin1 and/or contemplated products and Hrvlces, rtseardl and davelopment, production. costs, pnrfit •d mucln Information, fmancas and finandal projections, customen, ditnts, martttil'IC. end currant or futun business plans aftd mod•ls, rer1rdleu of wllethar 1udl information is d11ifnated u •Confidential Information• at th• time of Its disclosure and wiH IHI treated as such and wittl absolute conftden1l1lity and wlel not be shared o, used, wllidl wlll be maintained at a• tim1s. The dient b not allowed to diJctose their prica with any third parties. Doin1 so is In brHdl of this a,r•ment. All informttlon d•velopment wiN b• shared and p....,...ary lntorrn1tlon and propeny beCWNn client and Hrvtce providers.

VGIOCOIT�.com . ,___. ,,,_.,,.,,.	Pagat ol 11 Yo., nrateglC palfntr r 01 WtCOHil,1. Scfr.Mn, �irQ. one, SEO IOIUfiort
cat: a21 -9a-7777 1 anot C01,ac:,evOIOOClfl'KI\.COffl

tid btl--

""'°"' -�-�.....,--o..a,,,,w,---•1i.c:t. Nodaa\-pc,r'lol.,,_Nl.,.�_Al?f._,.._...,,.,-t..,,cap'9d,.,.__lo- pa,111tal ,,,.,_ ,.. 1, 

20

6.0 Proposa l Acceptance;

To accept dlese projee1, associated costs and condillons u lined above pluse Siln and dl1• below_
1'A« VGloboff•ch p,opOMd Nllltion ond r•mu ltoN bffn ocuprftl by rlw n,.rom•r onddt• VGlobofred1 tnm can p,«nd •irll dN p,o/«I. All pa,menn Jholl N motM occotdutfl ro rll11 GgffffHttr.

Please Sl, n and Date. Return to contect@Jv1lobeltech.com:	

For Customer	Oare

VI Joshi
For VGlobalTedl

YGIOCICIITecn.com • ,.,.._. _,,_	Poee 10 of It YOU' lll'afWQiC panner fo, MDDesG'\,$0f!Wa'e. Mena�. anG SEO scwtions.

cw,.,.� .,_,....._

cat 321-f'7•7777  1 8"0l': corcact811CIIGIIGTecn.com
.......•-�llcllCucuffWILMDpcstlllM-..-l,,_ba�ed,Nf\l.�IO"""�t,,..1 .....,...c,. "' In..- w ... -� ci.ot,	wtt.aul ___,..,... ba �

21 

7.0 References:

ADA led Practices Tool Iii fVf St.te llnd Local Governnwntl:

bttmU.S.

tllwwwtld•n,/aatoolfS/d!fRSIOOfldt.bJrn

hpartmenl of Justim. Civil lllctlU DMsion. Duobillty Rights s«tion bumJJwww.ad1,covLmtuttJs2.htm

Web desip Standards; https./lwww.wisd'loolt.coml

Wa t.ontent AcuaiiNlily 6uideliw (WCAGI https.J/www.w3.«l{TIVWCNJ21/

VGlobaff� W•b Contant Ac:clllsliWity lfflt)llmanbtioft and Checlpoinll: http�.qzmbuWtt:@npfllmt/

•

II P £lobaH t £ H ( f   1  1l1 1\lTOeV /AcI  I hO II

Contact Information: Website: https;//qlobaltech.com EmaU: contactOYGlahalTec:h.cam
Call: 321-947-7777

VClobanecl\.OOm •� '-Olllft	.,, ., ,,

...... ald CofA:ltlftlall �

Ycu � panr.far WIH>Oe!IV\. SOftwcn, ---0. � SfO�- cat 321-1'7•7771 I enat 00I'fQCI.VOlobcfT'ecl\.COm
..,...,, ,_ .,_.IIINNctdNIWpalflIIIIN................,_.lfdl.,.,M_..,,�.._Nd, ..,....oopltd_,,lDmty��.,.l •_..,._ftOl 	lor Ill

22

Grove Resort Community Development District

Ratification of the
Supplemental Assessment Methodology Engagement Letter

0

August 13, 2019

pfm
12051 Corporate Blvd.
Orlando, FL 32817 
407.723.5900

pfm.com

Grove Resort COD 12051 Corporate Blvd.
Orlando, FL 3281 7
Re:	Supplemental Assessment Methodology Work Authorization Dear Board Members:
As provided in the "Notice of Assignment of Contract for Financial Advisory" Memorandum, dated April 18, 2019 ("April Memorandum"), PFM Financial Advisors LLC ("PFMFA") acquired the Grove Resort COD FA Agreement as part of the PFMFA's acquisition of substantially all of the business assets of Fishkind & Associates, Inc. closed on March 7, 2019 (the "Transaction"). Within the April Memorandum it was noted that preparation of assessment methodology reports is now included in Exhibit A (scope of services) of the financial advisory contract with PFMFA. The fee for assessment consulting services is negotiable. This document acts as a wor1< authorization under the Financial Advisory Agreement dated February 19, 2019 and is subject to the terms and conditions of the Financial Advisory Agreement.

PFMFA Assessment Consulting Services - New Debt Issuance

The Grove Resort COD (the "District'') is in the process of evaluating its capital improvement needs associated with the development of Building 4 and its 160 condominium units on the north side of the property. PFMFA will assist the District in establishing an appropriate assessment methodology to support the financing of the District's capital improvement program. PFMFA's assessment consulting services will include:

Formulation of a supplemental and/or amended and restated master assessment methodology (if needed) outlining the assessment structure to be used to secure the repayment of the District debt issuance

Attendance at all District Board Meetings and any other public hearings or worl<shops related to the assessment methodology, as determined by the District's Chairperson, financial advisor, legal counsel, or bond counsel and participation in all District staff conferen ce calls, meeting, and worl<shops related to the adoption and/or implementation of a suitable debt assessment methodology

Grove Resort COD June 19, 2019
Pa11e 2

Calculation of the preliminary and final assessment rolls or their equivalent and provision of assessment calculations and a preliminary assessment roll in Microsoft Excel format to the District's manager, following the issuance of debt, for the manager's use in administering the District's assessments.

2.0 Compensation

Compensation is contingent on issuance of the bonds. The fee for the services outlined above will be
$25,000, plus expenses, not to exceed $500.

Provided the terms above are acceptable, please have an authorized official ofthe District sign a copy of this Engagement Letter and return it to us to acknowledge the terms of this engagement.
District Board of Supervisors Signature
Name	 	
Title

PFM Financial Advisors LLC

Signature	 	
Name	Brent Wilder
Title	Managing Director

We look forward to providing our continued services to Grove Resort COD. Sincerely,

Brent Wilder, Managing Director

Grove Resort Community Development District

Discussion of the Contract and Sale of the
Parki.ng Garage
(provided under separate cover)

Grove Resort Community Development District

Consideration of  Funding  Request  1 9-20

G ROVE RESORT
C O M M U N I TY	D E V E L OP M E N T	D I S TRICT 

Funding Request No. 019 9/20/20 19 
Item
No.

Payee

Invoice Number

General Fund

1		Developer Funding Request 2019 Request #3

c/o PFM Group Consulting 12051 Corporate Boulevard
Orlando, FL 3281 7
(407) 723-5900

TOTAL

$ 1 0,000.00

$ 1 0,000.00

GROVE RESORT
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T 

Funding Request No. 020 2/27/2020
Item No.

Payee

Invoice Number

General Fund

1		Developer Funding Request 2020 Request #1

clo PFM Group Consulting 12051 Corporate Boulevard
Orlando, FL 32817
(407) 723-5900

TOTAL

$ 23,880.25

$ 23,880.25

GROVE RESORT
COMMUNITY DEVELOPMENT DISTRICT

Payment Authorizations Nos. 60-79

Amanda Lane

From: Sent: To:
Subject:

Kevin Mays <kmays@btipartners.com> Saturday, August 1 0, 201 9 5:39 PM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #60

EXTERNAL EMAIL: Use care with links and attachments.

ok

From: Amanda Lane <lanea@pfm.com> Sent: Friday, August 9, 2019 4:59 PM
To: Jody Pino (jpino@groveresort.com) <jpino@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown <PBrown@btipartners.com>; Sherri Morrow <smorrow@btipartners.com>
Subject: Grove Resort - PA #60 All,
Please see attached for Payment Authorization(s) #60 for Grove Resort for FY 2019. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900  I fax 407.723.5901   I web pfm.com 12051 Corporate Blvd. I Or1ando, FL 32817 

1

Amanda Lane

From: Sent: To: Subject:

Kevin Mays < kmays@btipartners.com> Tuesday, September 3, 201 9 1 2:30 PM
Amanda Lane; Jody Pino; Patricia Brown; .Sherri Morrow RE: Grove Resort - PA #61

EXTERNAL EMAIL: Use care with links and attachments.

I remember funding some insurance recently - can you confirm if we did that? This is approved. Thanks

Kevin Mays
Chief Operating Officer
BTI   PART NERS	Mobile 407.484. 5814
kmavs@btloartners.com
1450 1 Grove Resort Avenue
Orlando, FL 34787
www.BTIPartners.com
www.GroveResort.com www.MarlnaPolote.com www,westshoreMarlnaDistrict,com

THIS COMMUNICATION CONTAI NS PRIVILEGED AND CONFIDENTIAL INFORMATION. IF THE READER OF THIS MESSAGE IS NOT THE INTEN DED RECIPIENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED
RECI PIENT, PLEASE CONTACT TH E SENDER IMMEDIATELY. YOU ARE HEREBY NOTIFIED THAT ANY DISSEMI NATION,
DISTRIBUTION OR COPYING OF THIS COMMUNICATION OR PART OF IT IS STRICTLY PROHIBITED; DELETE THIS MESSAGE AND ALL COPIES AND BACKUPS THEREOF. TH E INFORMATION PROVIDED IN THIS COMMUNICATION IS FOR
ILLUSTRATION PU RPOSES ON LY. THE INFORMATION IS NOT WARRANTED, AND SHOULD NOT BE RELIED UPON FOR ANY REASON. IT IS TH E RECI PIENTS RESPONSIBILITY TO PERFORM ANY & ALL DUE DILIGENCE.

From: Amanda Lane [mailto:lanea@pfm.com]
Sent: Friday, August 30, 2019 8:58 AM
To: Jody Pino <jpino@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown
<PBrown@btipartners.com>; Sherri Morrow <smorrow@btipartners.com>
Subject: RE: Grove Resort - PA #61 Hello,
Any update on whether the attached PA has been approved for payment?
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900  I  fax 407.723.5901  I  web pfm .com 1 2051 Corporate Blvd. I Orlando, FL 32817 

1

From: Amanda Lane
Sent: Friday, August 23, 2019 4:12 PM
To: Jody Pino (ipino@groveresort.com) <jpino@groveresort.com>; Kevin Mays (kmays@btlpartners.com)
<kmays@btipartners.com>; Patricia Brown (PBrown@btipartners.com) <PBrown@btipartners.com>; Sherri Morrow (smorrow@btipartners.com) <smorrow@btipartners.com>
Subject: Grove Resort - PA #61

Please see attached for Payment Authorization(s) #61 for Grove Resort for FY 2019 (and one invoice for FY 2020). Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900  I  fax 407.723.5901 I  web pfm.com  1 2051 Corporate Blvd. I Orlando, FL 32817 

2

Amanda Lane

From: Sent: To:
Cc: Subject:

Kevin Mays <kmays@btipartners.com> Friday, September 6, 201 9 1 0:27 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #62

EXTERNAL EMAIL: Use care with links and attachments. Approved.
Sent from my iPhone

On Sep 6, 2019, at 5:39 PM, Amanda Lane <lanea@pfm .com> wrote: Hello,
Any update on whether the attached PA has been approved for payment?
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm .com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, Fl 32817 

From: Amanda La ne
Sent: Friday, August 30, 2019 8:58 AM
To: Jody Pino (jpino@groveresort.com) <jpi no@groveresort.com>; Kevin Mays (kmays@btipartners.com) <kmays@btipartners.com>; Patricia Brown ( PBrow n@btipartners.com)
<PBrown@btipartners.com>; Sherri Morrow (smorrow@btipa rtners. com) <smorrow@btipartners.com>
Subject: Grove Resort - PA #62
All,

Please see attached for Payment Authorization(s) #62 for Grove Resort for FY 201 9. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm . com I phone 407.723.5900 I fax 407.723.5901 I  web pfm.com 1 2051 Corporate Blvd. I Or1ando, FL 32817 
<GR - PA 062.pdf>

1

Amanda Lane

From: Sent: To:
Cc: Subject:

Kevin Mays < kmays@btipartners.com> Friday, September 6, 2019 10:27 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #63

EXTERNAL EMAIL: Use care with links and attachments. Approved.
Sent from my iPhone
On Sep 6, 2019, at 5:40 PM, Amanda Lane <lanea@pfm.com> wrote: All,
Please see attached for Payment Authorization(s) #63 for Grove Resort for FY 2019. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 063.pdf.>

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com > Monday, September 1 6, 2019 8:14 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: G rove Resort - PA #64

EXTERNAL EMAIL: Use care with links and attachments. Approved
Sent from my iPhone

On Sep 16, 2019, at 6:18 PM, Amanda Lane <lanea@pfm.com> wrote:
All,

Please see attached for Payment Authorization(s) #64 for Grove Resort for FY 201 9 and FY 2020. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Or1ando, FL 32817 

<GR - PA 064.pdf>

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com> Friday, September 20, 201 9 9:29 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #65

EXTERNAL EMAIL: Use care with links and attachments. Ok to pay
Sent from my iPhone

On Sep 20, 2019, at 5:27 PM, Amanda La ne <lanea@pfm.com> wrote:

All,
Please see attached for Payment Authorization(s) #65 for Grove Resort for FY 201 9. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.

Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 3281 7
<GR - PA 065.pdf>

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com> Sunday, September 29, 2019 2:35 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #66

EXTERNAL EMAIL: Use care with links and attachments. Ok to pay
Sent from my iPhone
On Sep 29, 2019, at 12:18 PM, Amanda Lane <lanea@pfm.com> wrote: All,
Please see attached for Payment Authorization(s) #66 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Or1ando, FL 32817 

<GR - PA 066.pdf>

1

Amanda Lane

From: Sent: To: Subject:

Kevin Mays <kmays@btipartners.com> Sunday, October 6, 201 9 4:35 PM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #67

EXTERNAL EMAIL: Use care with links and attachments.

ok to pay

Kevin Mays
Chief Operating Officer
BTI  PARTNERS	Mobile 407.484.5814
kmavs@btloartners.com
14501 Grove Resort Avenue Orlando, FL 34787

www.BTIPartners.com www.GroveResort.com w
w

THIS COM MUNICATION CONTAINS PRIVILEGED AND CON FIDENTIAL INFORMATION. IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPI ENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED
RECIPIENT, PLEASE CONTACT THE SENDER IMMEDIATELY. YOU ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNI CATION OR PART OF IT IS STRICTLY PROHIBITED; DELETE THIS MESSAGE AND ALL COPIES AND BACKUPS THEREOF. THE INFORMATION PROVIDED IN THIS COMMUNI CATION IS FOR ILLUSTRATION PU RPOSES ON LY. THE INFORMATION IS NOT WARRANTED, AND SHOULD NOT BE RELIED UPON FOR ANY REASON. IT IS THE RECI PIENTS R ESPONSIBILITY TO PERFORM ANY & ALL DUE DILIGENCE.

From: Amanda Lane [mailto:lanea@pfm.com] Sent: Sunday, October 06, 2019 11:13 AM
To: Jody Pino <jpino@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown
<PBrown@btipartners.com>; Sherri Morrow <smorrow@btipartners.com> Subject: Grove Resort - PA #67

All, 
Please see attached for Payment Authorization(s) #67 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817

1

Amanda Lane

From: Sent: To:
Cc: Subject:

Kevin Mays < kmays@btipartners.com> Friday, October 1 1 , 201 9 8:20 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #68

EXTERNAL EMAIL: Use care with links and attachments. Approved.
Sent from my iPhone
On Oct 11, 2019, at 5:58 PM, Amanda Lane <lanea@pfm.com> wrote: All,
Please see attached for Payment Authorization(s) #68 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 068.pdf>

1

Amanda Lane

From: Sent: To:
Cc: Subject:

Kevin Mays < kmays@btipartners.com> Friday, October 1 8, 201 9 9:23 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #69

EXTERNAL EMAIL: Use care with links and attachments. Approved.
Sent from my iPhone

On Oct 18, 2019, at 6:34 PM, Amanda Lane < lanea@pfm. com> wrote:

All,
Please see attached for Payment Authorization(s) #69 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 069.pdf->

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays <kmays@btipartners.com> Tuesday, November 5, 2019 9:04 AM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #70

EXTERNAL EMAI L: Use care with links and attachments. Approved.
Sent from my iPhone

On Nov 5, 2019, at 8:21 AM, Amanda Lane <lanea@pfm.com> wrote: All,
Please see attached for Payment Authorization(s) #70 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 070.pdf.>

1

Amanda Lane

From: Sent: To:
Cc: Subject:

Kevin Mays <kmays@ btipartners.com> Sunday, November 1 7, 201 9 4:27 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #71

EXTERNAL EMAIL: Use care with links and attachments. Approved
Sent from my iPhone

On Nov 17, 2019, at 2:02 PM, Amanda lane <lanea@pfm .com> wrote:
All,

Please see attached for Payment Authorization(s) #71 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I  fax 407.723.5901  I  web pfm.com 1 2051 Corporate Blvd. I Orlando, FL 328 17 

<GR - PA 071 .pdf.>

1

Amanda Lane
From: Sent: To: Subject:

Kevin Mays < kmays@btipartners.com > Sunday, December 8, 201 9 9:25 PM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #72

EXTERNAL EMAIL: Use care with links and attachments.

This is approved to pay

IBTI I

PARTNERS

Kevin Mays
Chief Operating Officer
Mobile 407.484. 5814
kmavs@btloartners.com

14501 Grove Resort Avenue Orlando, FL 34787

www.BTIPartners.com www.GroveResort.com www.MarlnaPointe.com www,WestshoreMar!naDlstrlct.com

THIS COMMUNICATION CONTAINS PRIVILEGED AND CONFIDENTIAL INFORMATION. IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT, OR fHE EMPLOYEE OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, PLEASE CONTACT THE SENDER IMMEDIATELY. You ARE HEREBY NDllFIEO T►IAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION OR PART OF IT IS STRICTLY PROHIBITED; DELETE THIS MESSAGE AND ALL COPIES AND BACKUPS THEREOF. THE INFORMAllON PROVIDED IN THIS COMMUNICATION IS FOR ILLUSTRATION PURPOSES
ONLY. T>iE INFORMATION IS NOT WARRANTED, AND SHOULD NOT BE RELIED UPON FOR ANY REASON. IT IS THE RECIPIENTS RESPONSIBILITY TO PERFORM ANY & ALL DUE DILIGENCE.

From: Amanda Lane <lanea@ pfm.com> Sent: Saturday, December 7, 2019 10:17 AM
To: Jody Pino <jplno@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown
<PBrown@ btlpartners.com>; Sherri Morrow <smorrow@btipartners.com> Subject: Grove Resort - PA #72
All,
Please see attached for Payment Authorization(s) #72 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions. please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900  I  fax 407.723.5901   I web pfm.com
1 2051 Corporate Blvd. I Orfando, FL 32817 

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com> Friday, December 20, 2019 4:30 PM Amanda La ne
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #73-74

EXTERNAL EMAIL: Use care with links and attachments. Ok
Sent from my iPhone

On Dec 20, 2019, at 4:13 PM, Amanda Lane <lanea@pfm.com> wrote:
All,
Please see attached for Payment Authorization(s) #73-74 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723. 5900 I fax 407.723.5901	web pfm.com 1 2051 Corporate Blvd. I Orlando, FL 3281 7

From: Amanda Lane
Sent: Friday, December 13, 2019 4:33 PM 
To: Jody Pino (jpino@groveresort.com) <lpino@groveresort.com>; Kevin Mays (kmays@btipartners . com) <kmays@btipartners.com>; Patricia Brown ( PBrown@btipartners. com)
<PBrown@btfpartners . com>; Sherri Morrow (smorrow@btipartners.com) <smorrow@btipartners.com>
Subject: Grove Resort - PA #73

All,
Please see attached for Payment Authorization(s) #73 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 073.pd£>
<GR - PA 074.pd£>

1

Amanda Lane

From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com> Friday, December 27, 201 9 9:1 1 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #75

EXTERNAL EMAIL: Use care with links and attachments. Ok
Sent from mv iPhone
On Dec 27, 2019, at 5:07 PM, Amanda Lane <lanea@pfm.com> wrote:
All,
Please see attached for Payment Authorization(s) #75 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 12051 Corporate Blvd. I Orlando, FL 3281 7

<GR - PA 075.pdf->

1

Amanda Lane
From: Sent: To:
Cc:
Subject:

Kevin Mays < kmays@btipartners.com > Monday, January 1 3, 2020 7:1 2 PM Amanda Lane
Jody Pino; Patricia Brown; Sherri Morrow Re: Grove Resort - PA #76

EXTERNAL EMAIL: Use care with links and attachments. Ok to pay
Sent from my iPhone

On Jan 13, 2020, at 6:05 PM, Amanda Lane <lanea@pfm.com> wrote:

All,

Please see attached for Payment Authorization(s) #76 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm .com 1 2051 Corporate Blvd. I Orlando, FL 32817 

<GR - PA 076.pdf.>

1

Amanda Lane

From: Sent: To: Subject:

Kevin Mays < kmays@btipartners.com> Sunday, January 26, 2020 5:28 PM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #77

EXTERNAL EMAIL: Use care with links and attachments.

Ok to pay

BTI PARTNERS

Kevin Mays
Chief Operating Officer
Mobile 407.484.5814 
kmavs@btloartners.com

14501 Grove Resort Avenue
Orlando, FL 34787

www.BTIPartners.com www.GroveResort.com www.MarlnaPolnte.com www.westshoreMarlnaDistrict.com

THIS COMMUNICATION CONTAINS PRIVILEGW ANO CONFIOENTIAl INFORMATION IF THE READER OF THIS MESSAGE IS NOTTHE INTENDED RECIPIENT, OR THE EMPLOYEE OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, PLEASE CONTACT THE SENDER IMMEDIATELY. You ARE HEREBY NOTIFIED THAT ANY DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION OR PART OF IT IS STRICTLY PROHIBITED; DELETE THIS MESSAGE AND All COPIES AND BACKUPS THEREOF. THE INFORMATION PROVIDED IN THIS COMMUNICATION IS FOR ILLUSTRATION PURPOSES
ONLY. THE INFORMATION IS NOT WARRANTED, ANO SHOULD NOT BE RELIED UPON FOR ANY REASON. IT IS THE RECIPIENTS RESPONSIBILITY TO PERFORM ANY & ALL DUE DILIGENCE.

From: Amanda Lane <lanea@ pfm .com> Sent: Friday, January 24, 2020 2:28 PM
To: Jody Pino <jpino@groveresort.com>; Kevin Mays <kmavs@btipartners.com>; Patricia Brown
<PBrown@btipartners.com>; Sherri Morrow <smorrow@btipartners.com> Subject: Grove Resort - PA #77

All.
Please see attached for Payment Authorization(s) #77 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.
Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 1 2051 Corporate Blvd. I Orlando, FL 32817 

1

Amanda lane

From: Sent: To: Subject:

Kevin Mays < kmays@btipartners.com> Saturday, February 22, 2020 3:05 PM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #78

EXTERNAL EMAIL: Use care with links and attachments.

These are approved

From: Amanda  Lane <lanea@pfm.com>
Sent: Friday, February 21, 2020 5:34 PM
To: Jody Pino <jpino@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown
<PBrown@ btipartners.com>; Sherri Morrow <smorrow@btipartners.com>
Subject: Grove Resort - PA #78
All,
Please see attached for Payment Authorization(s) #78 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions, please let me know.

Amanda Lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm.com 1 2051 Corporate Blvd. I Orlando, FL 32817 

1

G ROVE RESORT
C O M M U N I TY	D E V E L O P M E N T	D I S T R I C T 

Payment Authorizations No. 078
2/21/2020
Item	
Payee	
Invoice	
General	
No.		Number	Fund	
1	Hopping Green & Sams
General Counsel Through 01 /31 /2020	
11 2771	
$ 15,077.08	
	Phase 4 Financing Counsel Through 01 /31 /2020	11 2772	$	464.00	
	20 19 Real Estate Taxes Counsel Through 01/31/2020	1 1 2773	$ 9,1 33.50	
2	PFM Group Consulting DM Fee: February 2020	
DM-02-2020-0027	
$ 2 ,083.33	
	Website Fee: February 2020	DM-02-2020-0028	$	1 00.00	

TOTAL	$ 26,857.91

Secretary / Assistant Secretary	Chairperson

c/o PFM Group Consultlng 12051 Corporate Boulevard
Orlando, FL 32817 
(407) 723-5900

Amanda Lane

From: Sent: To: Subject:

Kevin Mays < kmays@btipartners.com > Monday, March 2, 2020 9:08 AM
Amanda Lane; Jody Pino; Patricia Brown; Sherri Morrow RE: Grove Resort - PA #79

XTERNAL EMAIL: Use care with links and attachments.
Ok to pay

IBTI Ip

RTNE F�S 

Kevin Mays
Chief Operating Officer
Mobile 407.484.5814 
kmays@btlpartners.com

14501 Grove Resort Avenue Orlando, FL 34787

www. BTIPartners.com www.GroveResort.com www.MarjnaPofnte.com www.WestshoreMarinaDistrlct.com

:-:·  1•.�    '1:· ,--.� ' -:m r1n~r.1N:, �>.Rl'/11 E 1lf.D Al•m C0Nrl[lfNTi/\l   INFORfl,1 t�110N.  I�   THE flEt\DFR or• Ti ll'.; MrSSI\GE  IS  NOT THE  INTF.NDED  RfCIPIENT, l)R THf  rrviF'I c,v;- r  llR  M;l;NT  iU :; i'•�l i\i'-lP.ll   l  l
.-  � ::;-   1  �:   -,..!�  :�,--11 ,-i:;;[il R�( .,;•1�r•ii , ?U A';['. C(iNl i\(1  l l ff SE.NDtT\ if\-'lM f:DIJ\ 1 [l Y,   Yo1 ! AR[  HE:Rr.fW NO flFl f:D  rH/\T ANY  DISSEivll f\lr\TION,  DISTP.18lJTlr)N OR ClWYl/'JG OF  11 1h C0 \1 \1li"J l i_',\ l!r) � n:(
,_....;   .,.   .:.  -;.; :;- ( - ....,  _'�.;;,,,> .;i!;!fO:  f1'.:1_flf  iHI�  r�ff�SJi.Ci f  ,VH ) /1 1.L  COP!E5  ,\ND l3Art<llPS lH[REOr:    THE IN f=OHMATION  PROVIOt-:D 1 r-i  THIS  (OMM\INIC/1.rl(l f'-J  IS FOR  11  l! !S ! RJ\i!O "-i  !'Llf�,�l, ,f _r,
:   :":_   -•,:J t,�' a:;.::�T•ON r� �H}I  ,:.; .1F.R4N T"E U. /�NL) SHOU) D i"IOT  B(  RF.:LIED UPClN  r:oR 1�NY  RE;\SON     IT IS 7 HE  RF.ClfJIE:/"JTS  IIESPON<;IBIUn' T<) NT FORM  J\f"i't 8� 1\I i  Dl1�  [")I( IC[. 1\Jc'! .

From: Amanda Lane <lanea@ pfm.com>
Sent: Sunday, March 1, 2020 2:43 PM
To: Jody Pino <jpino@groveresort.com>; Kevin Mays <kmays@btipartners.com>; Patricia Brown
<PBrown@btipartners.com>; Sherri Morrow <smorrow@btipartners.com>
Subject: G rove Resort - PA #79

All,
Please see attached for Payment Authorization(s) #79 for Grove Resort. Please provide authorization to pay (via email or signed cover sheet). If you have any questions. please let me know.
Amanda lane
Assistant Chief District Accountant

PFM Group Consulting LLC
LaneA@pfm.com I phone 407.723.5900 I fax 407.723.5901 I web pfm .com 1 2051 Corporate Blvd. I Orlando. FL 32817 

1

GROVE RESORT
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T 

Payment Authorizations No. 079 2/28/2020
Item No.

1		PFM Group Consulting Billable Expenses January Reimbursables

Payee

Invoice Number

1 08444
OE-EXP-00674

TOTAL

General Fund

$	53.31 
$	13.22

$	66.53

Secretary I Assistant Secretary

c/o PFM Group Consulting 12051 Corporate Boulevard
Orlando, FL 32817
(407) 723-5900

Chairperson

GROVE RESORT COMMUNITY DEVELOPMENT DISTRICT

Review of District's Financial Position 

General Fund

Grove Resort CDD Statement of Activities As of 1 /31 /2020

Debt Sarvic:e	Debt Service	Capital Projects	
Fund	Fund -B 	Fund	

Capital	General
Projects	Long Tenn	Total Fund -B		Debt

On-Roll Assessments	$58,41 1 .80		
Off-Roll Assessments	7,667.05			
Other Income & Other Financing Sources	1 ,500.00			
Inter-Fund Transfers In
On-Roll Assessments	(163.50)	
$375,231 .89		

Revenues

$58,41 1.80
7,667.05
1,500.00
(1 63.50)

Off-Roll Assessments	35,607.00		35,607.00	
Other Assessments	454,925.99		454,925.99	
Inter-Fund Group Transfers In	(4,500.96)		(4,500.96)	
Off-Roll Assessments		$2,023,214.11 	2,023,214.11 	
Other Assessments		428,146.94	428,146.94	

375,231 .89

Expenses

Inter-Fund Group Transfers In	(28,431.78)	(28,431 .78)
Inter-Fund Transfers In	$4,664.46	4,664.46
Inter-Fund Transfers In	$28,431 .78	28,431 .78
Total Revenues	$67,415.35	$861,263.92	$2,422,929.27	$4,664.46	$28,431 .78	$0.00	$3,384,704.78

Trustee Services	$9,161.80						
$9,161 .80	
Management	8,333.32						6,333.32	
Dissemination Agent	1 ,250.00						1 ,250.00	
District Counsel	7,030.50						7,030.50	
Assessment Administration	5,000.00						5,000.00	
Postage & Shipping	5.42						5.42	
Legal Advertising	403.03						403.03	
Web Site Maintenance	400.00						400.00	
Dues, Licenses, and Fees	1 75.00						175.00	
General Liability Insurance	2,552.00						2,552.00	
Property & Casualty	63,127.50						63,127.50	
Principal Paymerrts - A Bond		$195,000.00					1 95,000.00	
Interest Payments - A Bond		374,466.75					374,468.75	
Principal Payments - B Bond			$1 ,645,000.00				1 ,645,000.00	
Interest Payments - B Bond			452,850.00				452,850.00	
District Counsel				$61.50			61 .50	
Total Expenses	$97,438.57	$569,468.75	$2,097,850.00	$61 .50	$0.00	$0.00	$2,764,818.82	

General Fund

Grove Resort COD Statement of Activities As of 1 /31 /2020

Debt Service	Debt Service Fund		Fund - B

Capital Projects	Capital	General

Debt

Fund	Projects	Long Term	Total
Fund -B 

Othe_r_�venues {Exj!!nses} & Gains jlosses}		
Interest Income	$225.75						$225.75	
Interest Income		$3,340.56					3,340.56	
Interest Income			$32,098.16				32,098.16 	
Interest Income				$52.71			52.7 1	
Interest Income					$553.32		553.32	
Total Other Revenues (Expenses) & Gains (Losses)	$225.75	$3,340.56	$32,098.16 	$52.71	$553.32	$0.00	$36,270.50	
Change In Net Assets	($29,797.47)	$295,1 35.73	$357,1 77.43	$4,655.67	$28,985. 10 	$0.00	$656,1 56.46	
Net Assets At Beginning Of Year	$36,392.93	$1 ,065,594.74	$5,264,745.1 1	$13,322.03	$148,334.15	$0.00	$6,528,388.96	

Net Assets At End Of Year	
$6,595.46	
$1 ,360,730.47	
$5,621 ,922.54	
$17,977.70	
$177,319.25	
$0.00	
$7,1 84,545 .42	

Grove Resort COD Statement of Financial Position As of 1 /31 /2020

General Fund

Debt SeNice	Debt SeNice	Capital	capital	General Long

Fund	Fund -B 

Projects	Projects
Fund	Fund -B 

Term Debt

Total

47.49

Assets
Cu1T8nt Assets
General Checking Account	$547, 1 06.30								$547,1 06.30	
Assessments Receivable	89,092.20								89,092.20	
Assessments Receivable		$572,207.37							572,207.37	
Debt Service Reserve A 1 Bond		947,437.50							947,437.50	
Revenue A1 Bond		413,271 .06							413,271 .06	
Interest A1 Bond		14.41							14.41	
Principal A1 Bond									7.50	
Due From Other Funds			$540,510.64						540,510.84	
Debt Service Reserve B 1 Bond			3,000,000.00						3,000,000.00	
Revenue B 1 Bond			47.49							
Interest B1 Bond			30,631 .95						30,631 .95	
Prepayment 81 Bond			4,024.84						4,024.84	
Prepayment B2 Bond			2,046,707.42						2,046,707.42	
Acquisition/Construction A1 Bond				$17,977.70					17,977.70	
Acquisition/Construction B 1 Bond						s1n.a1s.2s			177,319.25	
Total Current Assets	$636,1 98.50	$1 ,932,937.84	$5,621 ,922.54	$1 7,977.70		$177,319.25		$0.00	$8,386,355.83	

Investments										
Amount Available in Debt Service Funds						$6,442, 142. 17 	$6,442,142.17	
Amount To Be Provided						19,927,857.83	19,927,857.83	
Total Investments	$0.00	$0.00	$0.00	$0.00	$0.00	$26,370,000.00	$26,370,000.00	
Total Assets	$636,198.50	$1 ,932,937.84	$5,621 ,922.54	$17,977.70	$177,319.25	$26,370,000.00	$34,756,355.83	

Grove Resort COD
Statement of Financial Position As of 1/31 /2020

General Fund

Debt Service	Debt Service

Capital	Capital	General Long

Fund	Fund -B 

Lla.bllltles and Net Assets

Projects	Projects
Fund	Fund -8 

Term Debt

Total

Current Llabilltles Accounts Payable Deferred Revenue Deferred Revenue
Total Current Liabilities

Lona Term Llabil itles

$540,510.84 89,092.20

$629,603.04

$572,207.37
$572 ,207.37	$0.00

$540,510.84 89,092.20
572,207.37
$0.00	$0.00	$0.00	$1 ,201 ,810.41

Revenue Bonds Payable - Long-TeITn								$26,370,000.00	$26,370,000.00	
Total Long Term Liabilities	$0.00	$0.00	$0.00		$0.00		$0.00	$26,370,000.00	$26,370,000.00	

Total Liabllltles	
$629,603.04	
$572,207.37	
$0.00		

$0.00		
$0.00	
S26,370,000.00	-$-27,571 ,810.41	

Net Assets									
Net Assets, Unrestricted	$10,709.52							$1 0,709.52	
Current Year Net Assets, Unrestricted	(163.50)							(1 63.50)	
Net Assets - General Government	25,683.41							25,683.41	
Current Year Net Assets - General Government	(29,633.97)							(29,633.97)	
Net Assets, Unrestricted		$1 ,065,594.74						1,065,594.74	
Current Year Net Assets, Unrestricted		295,1 35.73						295, 135.73	
Net Assets, Unrestricted			$5,264,745. 11 					5,264,745. 11 	
Current Year Net Assets, Unrestricted			357,177.43					357,177.43	
Net Assets, Unrestricted				$13,322.03				13,322.03	
Current Year Net Assets, Unrestricted				4,655.67				4,655.67	
Net Assets, Unrestricted						$148,334.15 		148,334. 15 	
Current Year Net Assets, Unrestricted						28,985. 10 		28,985. 10 	
Total Net Assets	$6,595.46	$1 ,360,730.47	$5,621 ,922.54	s11,9n.10		$177,319.25	$0.00	$7, 1 84,545.42	

Total Liabilities and Net Assets	
$636,1 98.50	
$1 ,932,937.84	
$5,621 ,922.54	
$17,977.70		
$177,319.25	
$26,370,000.00	
$34,756,355.83	

Grove Resort COD Budget to Actual
For the Month Ending 1 /31 /2020

Year To Date

Revenue■						Adopted Budget	
On-Roll Assessments	$	58,411 .80		$	32,760.00		$	25,651.80	$	98,280.00	
Off-Roll Assessments	7,667.05		1 6,408.00		(8,740.95)	49,224.00	
Developer Contributions			31 ,840.32		(31 ,840.32)	95,521 .00	
Other Income & Other Financing Sources	1,500.00				1,500.00		
Developer Contributions - Deficit Funding/Longboard			425,920.00		(425,920.00)	1,277,760.00	
Net Revenues	$	67,578.85		$	506,928.32		$ (439,349.47)	$ 1,520,785.00	
General & Administrative Ex�enaes							
Trustee Services	$	9,161 .80	$	4,000.00	$	5, 161 .80	$	12,000.00	
Management	8,333.32	8,333.32		25,000.00	
Engineering		1 ,666.68	(1 ,666.68)	5,000.00	
Dissemination Agent	1 ,250.00	1 ,666.68	(416.68)	5,000.00	
District Counsel	7,030.50	20,000.00	(1 2,969.50)	60,000.00	
Assessment Administration	5,000.00	1 ,666.68	3,333.32	5,000.00	
Reamortization Schedules		166.68	(1 66.68)	500.00	
Audit		2,000.00	(2,000.00)	6,000.00	
Travel and Per Diem		1 66.68	(1 66.68)	500.00	
Telephone		166.68	(1 86.68)	500.00	
Postage & Shipping	5.42	100.00		300.00	
Copies		333.32	(333.32)	1,000.00	
Legal Advertising	403.03	333.32	69.71	1,000.00	
Miscellaneous		166.64	(166.64)	500.00	
Office Supplies		50.00	(50.00)	150.00	
Web Site Maintenance	400.00	800.00	(400.00)	2,400.00	
Dues, Licenses, and Fees	175.00	58.32	116.68	1 75.00	
General Liability Insurance
Property & Casually Deficit Funding/Longboard
Total General & Administrative Expenses	

$	2,552.00
63, 127.50

97,438.57	

$	2,000.00
37,333.32
425,920.00
506,928.32	s	552.00
25,794.18 
(425,920.00)
(409,489.75)	

$	6,000.00
112,000.00
1,277,760.00
1 ,520,785.00	

Total Expanses	
$	971438.57	
$	5061928.32	
$	(409,4811.751	
$	11s2oi7e5.oo	
lneoma (Loss) from Operations	s	(29,859.72)	$		
$	(29,859.72)	$		
Other !ncome IExpan■al									
Interest Income	$	225.75	$		$	225.75	$		
Total Other Income (Expanse)	$	225.75	$		s	225.75	$		
Nat Income (Loss)	$	(29,833.97)	$		$	(29,633.97)	$		

Actual	Budget	Variance	FY 2020