Bonnet Creek Resort Community Development District Meeting Agenda November 2, 2023 October 26, 2023 Board of Supervisors Bonnet Creek Resort Community Development District Dear Board Members: The Board of Supervisors of the Bonnet Creek Resort Community Development District will meet Thursday, November 2, 2023, at 1:30 p.m. in the Astor Ballroom in the Waldorf Astoria, 14200 Bonnet Creek Resort Ln, Orlando FL. Following is the advance agenda for the meeting: 1. Roll Call 2. Public Comment Period 3. Approval of Minutes of the September 29, 2023 Continued Board of Supervisors Meeting 4. Consideration of Fiscal Year 2023 Audit Engagement Letter from Berger, Toombs, Elam, Gaines & Frank 5. Ratification of Contract Renewal with BDA Environmental Consultants A. Bonnet Creek B. Crosby Island 6. Consideration of Fiscal Year 2024 Aquatic Maintenance Renewal with Solitude 7. Consideration of Maintenance and Indemnification Agreement for Golf Course 8. Consideration of Resolution 2024-01 Amending the Fiscal Year 2023 Budget 9. Staff Reports A. Attorney B. Engineer i. Review and Acceptance of Annual Engineer’s Report ii. Status of Entry Monument Project Completion iii. Update of Status of Chelonia Parkway Repaving Project C. District Manager’s Report i. Consideration of Check Register ii. Balance Sheet and Income Statement iii. Presentation of Arbitrage Rebate Calculation Report D. Field Manager’s Report 10. Supervisor's Requests 11. Other Business 12. Adjournment Sincerely, George Flint George S. Flint District Manager Cc: Jan Carpenter, District Counsel James Nugent, District Engineer Darrin Mossing, GMS MINUTES OF MEETING BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT A meeting of the Board of Supervisors of the Bonnet Creek Resort Community Development District was held Thursday, September 29, 2023 at 1:30 p.m. at the JW Marriot Orlando Bonnet Creek Resort, 14900 Chelonia Parkway, Orlando, Florida. Present and constituting a quorum were: Randall Greene Chairman Fred Sawyers Secretary Herb Von Kluge Assistant Secretary Becky Frasier Assistant Secretary Also Present were: George Flint District Manager Jan Carpenter District Counsel Jim Nugent District Engineer Clayton Smith Field Manager The following is a summary of the discussions and actions taken at the September 29, 2023 meeting. An audio copy of the proceedings can be obtained by contacting the District Manager. FIRST ORDER OF BUSINESS Roll Call Mr. Flint called the meeting to order and called the roll. SECOND ORDER OF BUSINESS Public Comment Period There being no comments, the next item followed. THIRD ORDER OF BUSINESS Approval of the Minutes of the September 7, 2023 Meeting On MOTION by Mr. Sawyers seconded by Mr. Greene with all in favor the minutes of the September 7, 2023 meeting were approved as presented. FOURTH ORDER OF BUSINESS Public Hearings On MOTION by Mr. Greene seconded by Mr. Sawyers with all in favor the public hearings were reopened. A. Continued Hearing to Adopt the Fiscal Year 2024 Budget i. Consideration of Resolution 2023-08 Adopting the Fiscal Year 2024 Budget and Relating to the Annual Appropriations Mr. Flint stated on September 7th we originally had the budget hearing scheduled and going into the hearing based on some additional information from the engineer it was apparent that the assessments were not adequate to fund the repaving of Chelonia and I asked the board to continue the hearing to today to allow us to meet the noticing requirements for an assessment increase. We did the 21-day mailed notice as well as the published notice that was required for today. In regard to the budget you have Resolution 2023-08 we added a whereas clause recognizing the fact that you continued the public hearing to today. Exhibit A, which is attached to the resolution contemplates that the transfer out to the capital reserve fund would be increased from $313,000 to $953,000. We also adjusted some of the individual line items to tighten the budget up a little bit; we were able to cut about 4%. The capital reserve fund budget we reflect a carry forward of $696,000 from this year into next year and that transfer out of $953,672 and we are budgeting $1.5 million for the paving, which based on the Orange County contracts that would be Phase 1, the four-lane section up to the three-way stop at the Waldorf and Signia and the Crosby Island berm repair. We eliminated the offsite signage at $125,000 and reduced Chelonia understanding we would push those out to a future year. The increase on the O&M is 64% versus 72%. Later in the agenda you are going to approve an RFP for the paving and to the extent we are able to reduce the cost we can always come back and amend the assessment and reduce those if we can. There being no members of the public present to provide comment or testimony, the board took the following action. On MOTION by Mr. Greene seconded by Mr. Sawyers with all in favor Resolution 2023-08 Adopting the Fiscal Year 2024 Budget and Relating to the Annual Appropriations was approved. B. Hearing to Impose Special Assessments i. Consideration of Resolution 2023-09 Imposing Special Assessments and Certifying an Assessment Roll Mr. Flint stated the next item is to consider imposition of the assessments related to the budget you just approved. Attached to the resolution will be the budget you just adopted as well as the assessment roll that will be consistent with that table you saw in the budget with the individual properties and the amounts. We cash flowed the budget and assuming the paving would happen in the February timeframe and the $1.5 million would hit in February we timed it when the money would be needed. The O&M assessments will be collected 20% on November 1, 50% February 1, and 15% April 1, and 15% June 1. If it looks like the costs are going down that February installment can be adjusted if there is the ability to do that. On MOTION by Mr. Greene seconded by Mr. Sawyers with all in favor Resolution 2023-09 Imposing Special Assessments and Certifying an Assessment Roll was approved. On MOTION by Mr. Sawyers seconded by Mr. Greene with all in favor the public hearings were closed. FIFTH ORDER OF BUSINESS Review and Authorization to Issue Chelonia Parkway Paving Request for Proposals Mr. Nugent stated we assembled a bid package based on one of the prior projects. We broke it into two phases with an option for a deduct if both phases were done at the same time if there were any cost savings. One of the items we need to establish is if they are authorized to proceed, we need to set the date for issuance of the advertisement and the work duration for substantial and final completion. Mr. Flint stated we don’t have to decide that today, the board can delegate that to one of the board members to sign off with the understanding that we want to move forward as quickly as we can. Mr. Nugent stated I don’t know if we will get better numbers or not but our fallback would be to piggyback off the county contract. We have the package put together but I feel we need to have a courtesy call to John at Middlesex about bidding. Mr. Flint stated I think we should definitely do that; he has been very cooperative with us and we have both worked with him in the past and have good relationships with him. On MOTION by Mr. Sawyers seconded by Ms. Frasier with all in favor the bid document was approved in substantial form and upon final signoff on the dates and duration of substantial and final completion by the Chair, staff was authorized to issue the RFP. SIXTH ORDER OF BUSINESS Staff Reports A. Attorney There being none, the next item followed. B. Engineer i. Status of Entry Monument Project Completion Mr. Nugent stated the install was supposed to start yesterday and a subcontractor is supposed to install the maintenance of traffic today. They are committed to start the demo part of the project on Monday. The tentative completion date weather permitting is October 20th. C. District Manager’s Report There being none, the next item followed. D. Field Manager’s Report i. Consideration of Proposal from Aquatic Weed Control for Conservation Areas Mr. Smith stated this proposal was generated by the BDA review of the conservation area. On MOTION by Mr. Greene seconded by Mr. Von Kluge with all in favor the proposal from Aquatic Weed Control, Inc. in an amount not to exceed $15,000 was approved. SEVENTH ORDER OF BUSINESS Supervisor’s Requests There being no comments, the next item followed. EIGHTH ORDER OF BUSINESS Other Business There being no comments, the next item followed. NINTH ORDER OF BUSINESS Adjournment On MOTION by Mr. Sawyers seconded by Mr. Greene with all in favor the meeting adjourned at 1:59 p.m. Secretary/Assistant Secretary Chairman/Vice Chairman September 13, 2023 Bonnet Creek Resort Community Development District Governmental Management Services, LLC 6200 Lee Vista Blvd, Suite 300 Orlando, FL 32822 The Objective and Scope of the Audit of the Financial Statements You have requested that Berger, Toombs, Elam, Gaines and Frank (“we”) audit the financial statements of Bonnet Creek Resort Community Development District, (the “District”), which comprise governmental activities and each major fund as of and for the year ended September 30, 2023, which collectively comprise the basic financial statements. We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter for the years ending September 30, 2023, and thereafter if mutually agreed upon by Bonnet Creek Resort Community Development District and Berger, Toombs, Elam, Gaines & Frank. The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but Is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. The Responsibilities of the Auditor We will conduct our audit in accordance with (GAAS). Those standards require that we comply with applicable ethical requirements. As part of an audit in accordance with GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the District’s internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the District’s ability to continue as a going concern for the reasonable period of time. Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements may not be detected exists, even though the audit is properly planned and performed in accordance with GAAS. We will maintain our independence in accordance with the standards of the American Institute of Certified Public Accountants and Generally Accepted Governmental Auditing Standards. The Responsibilities of Management and Identification of the Applicable Financial Reporting Framework Management is responsible for: 1. Identifying and ensuring that the District complies with the laws and regulations applicable to its activities, and for informing us about all known violations of such laws or regulations, other than those that are clearly inconsequential; 2. The design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the District involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements; and 3. Informing us of its knowledge of any allegations of fraud or suspected fraud affecting the District received in communications from employees, former employees, analysts, regulators, short sellers, vendors, customers or others. The Board is responsible for informing us of its views about the risks of fraud within the entity, and its knowledge of any fraud or suspected fraud affecting the entity. Our audit will be conducted on the basis that management acknowledges and understands that it has responsibility: 1. To evaluate subsequent events through the date the financial statements are issued or available to be issued, and to disclose the date through which subsequent events were evaluated in the financial statements. Management also agrees that it will not conclude on subsequent events earlier than the date of the management representation letter referred to below; 2. For the design, implementation and maintenance of internal control relevant to the preparations of fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; and 3. To provide us with: a. Access to all information of which management is aware that is relevant to the preparation and fair presentation of the financial statements including information relevant to disclosures; b. Draft financial statements, including information relevant to their preparation and fair presentation, when needed to allowed for the completion of the audit in accordance with the proposed timeline; c. Additional information that we may request from management for the purpose of the audit; and d. Unrestricted access to persons within the District from whom we determine it necessary to obtain audit evidence. As part of our audit process, we will request from management written confirmation concerning representations made to us in connection with the audit, including among other items: 1. That management has fulfilled its responsibilities as set out in the terms of this engagement letter; and 2. That it believes the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Reporting We will issue a written report upon completion of our audit of Bonnet Creek Resort Community Development District’s financial statements. Our report will be addressed to the Board of Bonnet Creek Resort Community Development District. We cannot provide assurance that an unmodified opinion will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion, add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement. Records and Assistance During the course of our engagement, we may accumulate records containing data that should be reflected in the of Bonnet Creek Resort Community Development District books and records. The District will determine that all such data, if necessary, will be so reflected. Accordingly, the District will not expect us to maintain copies of such records in our possession. The assistance to be supplied, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with George Flint. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report, which must be completed and filed with the Auditor General within nine (9) months after the end of the fiscal year. If the information is timely provided, the District shall receive a draft by May 15, 2024, and if the draft is timely reviewed by Management, the District shall receive the final audit by June 15, 2024. Other Relevant Information In accordance with Government Auditing Standards, a copy of our most recent peer review report has been provided to you, for your information. Either party may unilaterally terminate this agreement, with or without cause, upon sixty (60) days written notice subject to the condition that the District will pay all invoices for services rendered prior to the date of termination. Fees, Costs and Access to Workpapers Our fees for the services described above are based upon the value of the services performed and the time required by the individuals assigned to the engagement, plus direct expenses. Invoices for fees will be submitted in sufficient detail to demonstrate compliance with the terms of this engagement. Billings are due upon submission. Our fee for the services described in this letter for the year ending September 30, 2023 will not exceed $3,225, unless the scope of the engagement is changed, the assistance which of Bonnet Creek Resort Community Development District has agreed to furnish is not provided, or unexpected conditions are encountered, in which case we will discuss the situation with you before proceeding. All other provisions of this letter will survive any fee adjustment. In the event we are requested or authorized by of Bonnet Creek Resort Community Development District or are required by government regulation, subpoena, or other legal process to produce our documents or our personnel as witnesses with respect to our engagement for of Bonnet Creek Resort Community Development District, of Bonnet Creek Resort Community Development District will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests. The audit documentation for this engagement is the property of Berger, Toombs, Elam, Gaines, & Frank and constitutes confidential information. However, you acknowledge and grant your assent that representatives of the cognizant or oversight agency or their designee, other government audit staffs, and the U.S. Government Accountability Office shall have access to the audit documentation upon their request and that we shall maintain the audit documentation for a period of at least three years after the date of the report, or for a longer period if we are requested to do so by the cognizant or oversight agency. Access to requested documentation will be provided under the supervision of Berger, Toombs, Elam, Gaines, & Frank audit personnel and at a location designated by our Firm. Information Security – Miscellaneous Terms Berger, Toombs, Elam, Gaines & Frank is committed to the safe and confidential treatment of Bonnet Creek Resort Community Development District’s proprietary information. Berger, Toombs, Elam, Gaines & Frank is required to maintain the confidential treatment of client information in accordance with relevant industry professional standards which govern the provision of services described herein. of Bonnet Creek Resort Community Development District agrees that it will not provide Berger, Toombs, Elam, Gaines & Frank with any unencrypted electronic confidential or proprietary information, and the parties agree to utilize commercially reasonable measures to maintain the confidentiality of Bonnet Creek Resort Community Development District’s information, including the use of collaborate sites to ensure the safe transfer of data between the parties. If any term or provision of this engagement letter is determined to be invalid or unenforceable, such term or provision will be deemed stricken and all other terms and provisions will remain in full force and effect. Because Berger, Toombs, Elam, Gaines & Frank will rely on of Bonnet Creek Resort Community Development District and its management and Board of Supervisors to discharge the foregoing responsibilities, of Bonnet Creek Resort Community Development District holds harmless and releases Berger, Toombs, Elam, Gaines & Frank, its partners, and employees from all claims, liabilities, losses and costs arising in circumstances where there has been a known misrepresentation by a member of Bonnet Creek Resort Community Development District’s management, which has caused, in any respect, Berger, Toombs, Elam, Gaines & Frank’s breach of contract or negligence. This provision shall survive the termination of this arrangement for services. This letter constitutes the complete and exclusive statement of agreement between Berger, Toombs, Elam, Gaines, & Frank and of Bonnet Creek Resort Community Development District, superseding all proposals, oral or written, and all other communications, with respect to the terms of the engagement between the parties. Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our audit of the financial statements including our respective responsibilities. Sincerely, BERGER, TOOMBS, ELAM, GAINES & FRANK J. W. Gaines, CPA Confirmed on behalf of the addressee: _______________________________________ ___________________________ ___, _______ ADDENDUM TO ENGAGEMENT LETTER BETWEEN BERGER, TOOMBS, ELAM, GAINES AND FRANK AND BONNET CREEK COMMUNITY DEVELOPMENT DISTRICT (DATED SEPTEMBER 12, 2023) Public Records. Auditor shall, pursuant to and in accordance with Section 119.0701, Florida Statutes, comply with the public records laws of the State of Florida, and specifically shall: a. Keep and maintain public records required by the District to perform the services or work set forth in this Agreement; and b. Upon the request of the District’s custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; and c. Ensure that public records that 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 term and following completion of the Agreement if the Auditor does not transfer the records to the District; and d. Upon completion of the Agreement, transfer, at no cost to the District, all public records in possession of the Auditor or keep and maintain public records required by the District to perform the service or work provided for in this Agreement. If the Auditor transfers all public records to the District upon completion of the Agreement, the Auditor shall destroy any duplicate public records that are exempt or confidential and exempt from public disclosure requirements. If the Auditor keeps and maintains public records upon completion of the Agreement, the Auditor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request from the District’s custodian of public records, in a format that is compatible with the information technology systems of the District. Auditor acknowledges that any requests to inspect or copy public records relating to this Agreement must be made directly to the District pursuant to Section 119.0701(3), Florida Statutes. If notified by the District of a public records request for records not in the possession of the District but in possession of the Auditor, the Auditor shall provide such records to the District or allow the records to be inspected or copied within a reasonable time. Auditor acknowledges that should Auditor fail to provide the public records to the District within a reasonable time, Auditor may be subject to penalties pursuant to Section 119.10, Florida Statutes. IF THE AUDITOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AUDITOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT/CONTRACT, THE AUDITOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS FOR THE DISTRICT AT: GMS-CF, LLC 6200 LEE VISTA BOULEVARD, SUITE 300 ORLANDO, FL 32822 TELEPHONE: 407-841-5524 EMAIL: DMOSSING@GMSNF.COM Auditor: J.W. Gaines District: Bonnet Creek CDD By: _________________________ By: ________________________ Title: Director Title: ________________________ Date: September 12, 2023 Date: ________________________ MAINTENANCE AND INDEMNIFICATION AGREEMENT THIS MAINTENANCE AND INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of this _____ day of April, 2023, by the BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT, a local unit of specialpurpose government organized and existing under the laws of the State of Florida (the “District”), and G/B/H FOUR STAR, LLC, (the “Hotel Owner”), a Delaware limited liability company, jointly and severally with G/B/H GOLF COURSE, LLC, a Delaware limited liability company (the “Golf Owner,” and together with the Hotel Owner, the “Owners”). WITNESSETH: WHEREAS, Golf Owner is the owner of certain real property on which is located all or a portion of a pond which is a part of the District’s stormwater system, situated in Orange County, Florida, as more particularly described in Exhibit “A” attached hereto (“Pond 7”); and WHEREAS, pursuant to the Bonnet Creek Resort Replat, recorded in Official Records Book 73, Page 57, of the Public Records of Orange County, Florida, the District is the holder of a non-exclusive, perpetual easement on, over and across Pond 7 for the purpose of storm water drainage and for the operation and maintenance of Pond 7 and the appurtenant drainage system in accordance with the applicable regulatory permits, including but not limited to South Florida Water Management Permit number 48-1009-P (Application No. 000417-13) (“The Permit”), as assigned to the District on February 14, 2006; and WHEREAS, Hotel Owner owns parcels of real property, known at Lots 3 and 4 of the Bonnet Creek Resort Replat recorded at Plat Book 73, Page 60 in the Public Records of Orange County, Florida, on which the Hilton Orlando/Waldorf Bonnet Creek hotel/resort complex is located and which contains portions of, or is adjacent to Pond 7 (the “Hotel Parcel”); and WHEREAS, Hotel Owner desires to retain and maintain for the term of this Agreement two existing timber vehicular bridges over Pond 7 to allow for guest and emergency access to an event lawn and a proposed third bridge to allow such access between the event lawn and an existing signature island, all on the Hotel Parcel, the locations of which are displayed in Exhibit “B” attached hereto (the “Bridges”); the existing Bridges were constructed initially for temporary construction access over Pond 7, in accordance with Uzman Engineering York Bridge Concept plans dated June 17, 2021, and the proposed third bridge shall be constructed in accordance with plans approved by the governmental authority with jurisdiction and consented to by the District (collectively, the “Plans & Specifications”) as a part of the expansion of Hilton Orlando Bonnet Creek (the Bridges and Pond 7, all referred to hereinafter, the “Bridge Project”); and WHEREAS, the District and Owners are desirous of setting forth terms, conditions and obligations with respect to Pond 7 in connection with the Bridge Project, pursuant to the terms and conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of these premises, the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the District and Owners do hereby covenant, stipulate and agree as follows: 1. RECITALS. The District and Owners do hereby agree that the recitals set forth hereinabove are true and correct, and are incorporated herein by reference. 2. COMPLIANCE WITH LAWS, REGULATIONS, RULES AND POLICIES. (a) At all times, Owners shall, and shall use commercially reasonable efforts to cause their agents, guests, invitees, contractors, employees and assigns, to operate in accordance with all applicable laws, statutes, regulations, rules, ordinances, policies, permits and orders related to the Bridge Project. Hotel Owner is responsible for obtaining and maintaining permits or other approvals required for the Bridge Project and shall abide by all conditions contained therein. Hotel Owner shall maintain copies of all required permits and approvals on site and Hotel Owner shall provide same to the District within ten (10) days of the execution of this Agreement or within ten (10) days following receipt thereof, whichever is later. Copies of any citations and/or notices of non-compliance received from regulatory agencies shall be provided to the District within 24 hours of receipt. Hotel Owner shall implement any and all reasonable measures necessary to bring the Bridge Project into compliance promptly and within a reasonable time upon receipt of any such citation and/or notice, subject to Hotel Owner’s right to dispute the same. (b) The District is a local unit of special purpose government created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes. Owners agree to comply with all applicable requirements of the “Sunshine Law,” the “Public Records Law,” the Community Development Districts Law, and all other statutes and regulations to the extent applicable to Owners or Contractor or the Bridge Project. 3. MAINTENANCE OBLIGATIONS OF OWNER (a) Owners agree and acknowledge that Pond 7 is a stormwater pond operating for the purposes of stormwater drainage for the District’s interconnected environmental resource/ stormwater discharge system and is required to operate and be maintained in accordance with the Permit, as well as applicable state and federal laws and regulations. The failure to do so, may result in significant damages, as well as fines and penalties to the District. (b) Owners shall operate and maintain the Bridge Project in a sound, commercially reasonable manner to prevent material impacts to Pond 7; all structural components, decorative elements, berms and landscaping shall be maintained in compliance with the Plans and Specifications. Owners shall use commercially reasonable efforts to prevent guests, agents and other invitees from entering the water, swimming and disposing of waste in Pond 7 and shall install and maintain signage prohibiting such actions. Pond 7 shall be maintained in accordance with the requirements of the South Florida Water Management District environmental resource permit numbers 48-1009-P, 48-01009-P-04 and 48-103099-P. 4. INSURANCE. (a) Owners shall maintain or cause to be maintained at all times through the term of this Agreement, at least the following minimum types and amounts of insurance coverage: (i) Occurrence based comprehensive general liability insurance (including broad form contractual coverage), with a minimum limit of $2,000,000 single limit per occurrence, protecting it and District from claims by third parties for bodily injury (including death), property damage, which may arise from or in connection with the of Bridge Project and Pond 7; and (ii) Occurrence based automobile liability insurance including bodily injury and property damage, including all vehicles owned, leased, hired and non-owned vehicles with limits of not less than $2,000,000.00 combined single limit covering the Bridge Project and Pond 7; and (iii) Workers' compensation insurance as required by applicable law (or employer's liability insurance with respect to any employee not covered by workers' compensation) with minimum limits of One Hundred Thousand Dollars ($100,000) per occurrence; and (iv) Employers’ liability insurance, with a minimum coverage level of $1,000,000; and (v) Pollution liability insurance, with a minimum coverage level of $10,000,000 per occurrence. (b) All such insurance required in Paragraph 4(a) shall be with companies and on forms acceptable to District; the insurance required under paragraph 4(a)(i) shall name the District as an additional insured. Certificates of insurance (and copies of the Certificates of Insurance and endorsements shall be provided at the time of execution of this Agreement and/or upon request of the District. In the event of any cancellation or reduction of coverage, Owners shall obtain substitute coverage as required under this Agreement, without any lapse of coverage to District whatsoever. 5. INDEMNITY. Owners agree to indemnify, save harmless and defend the District, its officers, directors, board members, employees, agents and assigns, from and against any and all liabilities, claims, penalties, forfeitures, suits, legal or administrative proceedings, demands, fines, punitive damages, losses, liabilities and interests, and any and all costs and expenses incident thereto (including costs of defense, settlement and reasonable attorneys' fees, which shall include fees incurred in any administrative, judicial or appellate proceeding) which the District, their officers, directors, board members, employees, agents and assigns, may hereafter incur, become responsible for or pay out to the extent arising out of (i) Owners’ breach of any term or provision of this Agreement, or (ii) any negligent act or omission, or intentional act or omission of Owners, their agents, employees, guests, invitees or contractors, related to this Agreement and/or the Bridge Project. This provision survives the termination of this Agreement. The liability of Hotel Owner and Golf Owner shall be joint and several under this Agreement. 6. CONTRACTORS. If the Owners desire to employ agents contractors in connection with this Agreement or the Bridge Project, Owners shall cause such contractors to be fully insured and/or bonded and Owners shall remain fully responsible under the terms of this Agreement; Owners shall be and remain responsible for all work furnished by contractors related to the Bridge Project or Pond 7. 7. TEMPORARY ACCESS EASEMENT FOR DISTRICT PERSONNEL. The District’s Engineer specified below and other District Staff, accompanied by the District Engineer (or its agents), shall have the right to enter the Bridge Project to inspect, at all reasonable times and during normal business hours, in order to monitor and/or ensure compliance with the terms herein. Any party may change this information by written notice to all other persons or entities listed below: District Engineer: Donald W. McIntosh Associates, Inc. 2200 Park Avenue North Winter Park, Florida 32789 Attention: James C. Nugent, P.E. Telephone: (407) 644-4068 District: Bonnet Creek Resort Community Development District c/o Governmental Management Services – Central Florida, LLC 219 E. Livingston Street Orlando, Florida 32801 Attention: George Flint, District Manager Telephone: (407) 841-5524 Copy to: Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, Florida 32801 Attention: Jan Albanese Carpenter, District Counsel Telephone: (407) 481-5872 Owners: G/B/H FOUR STAR, LLC G/B/H GOLF COURSE, LLC c/o/ Park Hotels & Resorts, Inc. 1775 Tysons Boulevard, 7th Floor Tysons, VA 22102 Attention: Carl Mayfield Telephone: (571) 302-5760 Copy to: General Counsel Office Park Hotels & Resorts 1775 Tysons Boulevard, 7th Floor Tysons, VA 22102 8. TERM. (a) The term of this Agreement begins on the Effective Date, notwithstanding the date of execution by the parties and shall run for a period of ten (10) years (the “Term”). Thereafter, Owners shall have the option to renew this Agreement for successive ten (10) year periods, by providing written notice of intent to extend this Agreement to District at least one hundred eighty (180) days prior to the expiration of the initial term and any renewal thereafter. (b) Owners may terminate this Agreement, with or without cause, upon one hundred eighty (180) days' prior written notice to the District; within the 180-day period, Owners shall present to the District a plan for removal of the Bridge Project with a timetable for such removal and restoration work, and upon prior written approval of the District, which shall not be unreasonably withheld, Owner shall remove the Bridge Project and restore Pond 7 and all adjacent lands to their original condition. The preparation of such plans and all removal and restoration work shall be at the sole expense of Owners. In the event Owners do not fully restore Pond 7 within the time period approved by the District, with any extension requested by Owner and reasonably granted by the District, Owners hereby consent to the District restoring Pond 7 at the sole cost of Owners, including fees for administration, interest charges; such costs may be a lien on Owners’ property enforceable by the District. (c) In the case of an event of default by either party, as applicable, which default has not been cured within ten (10) days after receipt of written notice thereof from the non-defaulting party, the non-defaulting party may terminate this Agreement upon five (5) days prior written notice to the defaulting party; provided, however, that if such default is of such a nature that it cannot be cured within such ten (10) day period, then such period shall be extended for such additional period as may be reasonable necessary to remedy the default but in no event shall such remedy extend beyond any remedial period set by a governmental entity with jurisdiction over the Bridge Project. Upon termination, Owners shall submit a plan and perform removal in accordance with the requirements provided under paragraph 8(b). Notwithstanding anything to the contrary contained herein, if District or any other governmental entity determines that continued operation of the Bridge Project presents a risk to the safe and necessary use of Pond 7 or the health, safety or welfare of users of Pond 7 or the public, or if continued operation of the Bridge Project would violate Florida or federal law, District shall be permitted to terminate this Agreement immediately, with or without issuing the notice of allowing for a cure period, with Owners submitting plans and performing removal operations in accordance with the requirements provided under paragraph 8(b). Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will immediately cease and terminate (except for indemnification obligations of Owners pursuant to Section 5, which will survive such termination). 9. PUBLIC RECORDS AND OWNERSHIP OF BOOKS AND RECORDS. (a) The District has advised the Owners that all documents of any kind relating to this Agreement may be public records and, accordingly, Owners agree to comply with, and to cause Contractor to comply with all applicable provisions of Florida public records law, including but not limited to the provisions of Chapter 119, Florida Statutes. The public records custodian of the District is the District Manager, which is currently Governmental Management Services – Central Florida, LLC (the “Public Records Custodian”). Owners shall, to the extent applicable by law: (b) Keep and maintain public records required by District to perform services. (c) Upon request by District, provide District with the requested public records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; (d) 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 Agreement term and following the Agreement term if the Owners do not transfer the records to the Public Records Custodian of the District; and (e) Upon completion of the Agreement, transfer to District, at no cost, all public records in Owners’ possession or, alternatively, keep, maintain, and meet all applicable requirements for retaining public records pursuant to Florida laws. IF THE OWNERS HAVE QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE OWNERS’ DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DISTRICT’S CUSTODIAN OF PUBLIC RECORDS AT (407) 644-4068, OR BY EMAIL AT GFLINT@GMSCFL.COM, OR BY REGULAR MAIL AT 219 EAST LIVINGSTON STREET, ORLANDO, FLORIDA 32801, ATTN.: DISTRICT PUBLIC RECORDS CUSTODIAN. 10. SOVEREIGN IMMUNITY. Nothing contained in this Agreement shall cause or be construed as a waiver of the District’s immunity or limitations on liability granted pursuant to section 768.28, Florida Statutes, or other law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which could otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. 11. GOVERNING LAW AND JURISDICTION. This Agreement shall be interpreted and enforced under the laws of the State of Florida. The parties will follow the terms of the Agreement only to the extent they are enforceable or permitted under Florida law. Any litigation arising under this Agreement shall occur in a court having jurisdiction in Orange County, Florida. THE PARTIES WAIVE TRIAL BY JURY AND AGREE TO SUBMIT TO PERSONAL JURISDICTION AND VENUE IN ORANGE COUNTY, FLORIDA. 12. SEVERABILITY. In the event that any provision of this Agreement is judicially construed to be invalid by a court of competent jurisdiction, such provision shall then be construed in a manner allowing its validity, or if this leads to an impracticable result, shall be stricken, but in either event, all other provisions of the Agreement shall remain in full force and effect. 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All fully executed counterparts shall be construed together and shall constitute one and the same Agreement. [Signatures on the following pages]. COUNTERPART SIGNATURE PAGE TO MAINTENANCE AND INDEMNIFICATION AGREEMENT ATTEST: Name: BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT By: Name: Title: Address: 219 E. Livingston Street Orlando, Florida 32801 STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization this _____ day of _____________ 2023, by ______________, as Chairperson of the Board of Supervisors, of the BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT, a community development district organized under the laws of the State of Florida, and was attested to by George S. Flint, as the Secretary of the BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT, on behalf of the community development district, who are [ ] personally known to me, or [ ] have each produced a valid driver’s license as identification. Notary Public, State of Print Name: Commission No.: My Commission Expires: COUNTERPART SIGNATURE PAGE TO MAINTENANCE AND INDEMNIFICATION AGREEMENT IN WITNESS WHEREOF, the parties here to have caused these presents to be executed in manner and form sufficient to bind them. Signed, sealed and delivered in the presence of: Witness Witness G/B/H GOLF COURSE, LLC, a Delaware limited liability company By: Name: Title: STATE OF ) COUNTY OF ____________) The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization this _____ day of _______ 2023, by _____________________ as _______________________ of G/B/H GOLF COURSE, LLC, a Delaware limited liability company, on behalf of the company. He/she/they is/are ( ) personally known to me or ( ) has/have produced _______________________ as identification. Notary Public, State of Print Name: Commission No.: My Commission Expires: COUNTERPART SIGNATURE PAGE TO MAINTENANCE AND INDEMNIFICATION AGREEMENT IN WITNESS WHEREOF, the parties here to have caused these presents to be executed in manner and form sufficient to bind them. Signed, sealed and delivered in the presence of: Witness Witness G/B/H FOUR STAR, LLC, a Delaware limited liability company By: Name: Title: STATE OF ) COUNTY OF ____________) The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization this _____ day of _______ 2023, by _____________________ as _______________________ of G/B/H FOUR STAR, LLC, a Delaware limited liability company, on behalf of the company. He/she/they is/are ( ) personally known to me or ( ) has/have produced _______________________ as identification. Notary Public, State of Print Name: Commission No.: My Commission Expires: EXHIBIT “A” Legal Description of the Hotel Parcel EXHIBIT “B” Locations of the Three Bridges RESOLUTION 2024-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT APPROVING AN AMENDMENT TO THE GENERAL FUND BUDGET FOR FISCAL YEAR 2023 AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Resolution 2022-04 the Bonnet Creek Resort Community Development District Board of Supervisors (the “Board”) adopted a General Fund Budget for Fiscal Year 2023; WHEREAS, the Board desires to amend the budgeted revenues and expenditures approved for Fiscal Year 2023. NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT: 1. The General Fund Budget for Fiscal Year 2023 is hereby amended and restated as set forth in Exhibit “A” attached hereto. 2. This Resolution shall take effect immediately upon adoption by the Board and shall be reflected in the monthly and Fiscal Year End 9/30/2023 Financial Statements and Audit Report of the District. PASSED AND ADOPTED THIS 2ND DAY OF NOVEMBER, 2023. ATTEST: BOARD OF SUPERVISORS OF THE BONNET CREEK RESORT COMMUNITY DEVELOPMENT DISTRICT __________________________ By: Secretary Title:_________________________________ Exhibit “A” [See attached.] Bonnet Creek Resort CDD Field Management Report November 2nd, 2023 Clayton Smith – Field Services Manager GMS Landscaping at the front entrance is complete. After review, from a field maintenance perspective, no issues were identified with the final install. Some of the sod areas will need time to establish. The CDD landscaper trimmed some of the grasses and other plants. The palms are also in the process of being trimmed. The correct mulch was used this time around, enhancing the look. Entrance Monument Update Site Items The landscaper is performing well overall. A new account manager has taken over who is a good fit for the property. The vendor is working on some turf coloration issues. Some additional mulch will be added to enhance the look for the holidays. Palms at the front entrance will be trimmed. Issues the landscaper was facing before appear under control at this time. Landscape Maintenance Update Site Items In Progress Maintenance Items Property Edge Clearing The West side of Chelonia Blvd is getting overgrown. Staff has coordinated with the vendor on a larger scale cleanup of this area. This is a good winter project, and we are waiting on pricing. Cleaning of the monument sign is scheduled. A few other maintenance items are in progress around the site. Adjusting the cap on the bridge, and repairing the stucco are also scheduled. For any questions or comments regarding the above information, please contact me by phone at 407-201-1514, or by email at csmith@gmscfl.com. Thank you. Respectfully, Clayton Smith Conclusion