GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT

PALM BEACH COUNTY REGULAR BOARD MEETING FEBRUARY 16, 2023
4:00 P.M.

Special District Services, Inc.
The Oaks Center 2501A Burns Road
Palm Beach Gardens, FL 33410

www.gulfstreampolocdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA GULFSTREAM POLO
COMMUNITY DEVELOPMENT DISTRICT
Oaks Center 2501A Burns Road
Palm Beach Gardens, Florida 33410
REGULAR BOARD MEETING
February 16, 2023
4:00 P.M.

Call to Order
Proof of Publication…	Page 1
Establish a Quorum
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
November 10, 2022 Regular Board Meeting…	Page 2
Old Business
New Business
Consider Resolution No. 2023-01 – Adopting Records Retention Policy…	Page 5
Consider Approval of HOA Maintenance Agreement…	Page 16
Administrative Matters
Board Members Comments
Adjourn

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Page 1

GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING
NOVEMBER 10, 2022

CALL TO ORDER

The Gulfstream Polo Community Development District (the “District”) Regular Board Meeting of July 28, 2022, was called to order at 4:11 p.m. at the Oaks Center located at 2501A Burns Road, Palm Beach Gardens, Florida 33410.

PROOF OF PUBLICATION

Proof of publication was presented which showed that notice of the Regular Board Meeting had been published in The Palm Beach Post on October 11, 2022, as part of the District’s Fiscal Year 2022/2023 Meeting Schedule, as legally required.

ESTABLISH A QUORUM

A quorum was established with the following Supervisors present: Chairman David Kanarek, Vice Chairman Andrew Maxey and Supervisor Eliot Goldstein.

Also present were the following staff members: District Manager Jason Pierman of Special District Services, Inc.; and District Counsel Jonathan Johnson of Kutak Rock.

ADDITIONS OR DELETIONS TO AGENDA

There were no additions or deletions to the agenda.

COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA

There were no comments from the public for items not on the agenda.

APPROVAL OF MINUTES
July 28, 2022, Public Hearing & Regular Board Meeting

The minutes of the July 28, 2022, Public Hearing & Regular Board Meeting were presented for approval.

A motion was made by Mr. Maxey, seconded by Mr. Kanarek and passed unanimously approving the minutes of the July 28, 2022, Public Hearing &, Regular Board Meeting, as presented.

OLD BUSINESS

There were no Old Business items to come before the Board.

NEW BUSINESS
Consider Resolution No. 2022-07 – Adopting a Fiscal Year 2021/2022 Amended Budget

Resolution No. 2022-07 was presented, entitled:

RESOLUTION NO. 2022-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GULF STREAM POLO COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING AND ADOPTING AN AMENDED FINAL FISCAL YEAR 2021/2022 BUDGET (“AMENDED BUDGET”), PURSUANT TO CHAPTER
189, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE.

A motion was made by Mr. Maxey, seconded by Mr. Kanarek and passed unanimously adopting Resolution No. 2022-07, as presented.

AUDITOR SELECTION COMMITTEE
Ranking of Proposals/Consider Selection of an Auditor

Mr. Pierman explained that, at this time, it was in order for the Board to convene as the Auditor Selection Committee to review the results of the auditor selection criteria from the responding firms.

Mr. Pierman explained that two firms, Grau and Associates and Nowlen, Holt & Miner, had responded, and presented their responses. A motion was made by Mr. Kanarek, seconded by Mr. Maxey, and unanimously passed ranking the respondents as: 1) Grau and Associates, 2) Nowlen, Holt & Miner, and to recess the Auditor Selection Committee and resume the Regular Board Meeting:

Sitting as the Board, a motion was made by Mr. Maxey, seconded by Mr. Goldstein, and unanimously passed accepting the recommendation of the Auditor Selection Committee and directing staff to enter into negotiations with Grau and Associates.

ADMINISTRATIVE MATTERS

Mr. Pierman noted that the next meeting would likely be held on February 16, 2023.

BOARD MEMBER COMMENTS

There were no further comments from the Board Members.

ADJOURNMENT

There being no further business to come before the Board, a motion was made by Mr. Kanarek, seconded by Mr. Maxey and passed unanimously adjourning the meeting at 4:15 p.m.

ATTESTED BY:

Secretary/Assistant Secretary	Chairperson/Vice-Chair

Kutak Rock LLP
107 West College Avenue, Tallahassee, Florida 32301
office 850.692.7300

MEMORANDUM

Jonathan T. Johnson
jonathan.johnson@kutakrock.com

TO:	GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS

FROM:	JONATHAN T. JOHNSON DATE:	 JANUARY 17, 2023
RE:	PUBLIC RECORDS RETENTION

The purpose of this memorandum and attached resolutions are to update and/or establish the District’s Records Retention Policy, including to reflect management of transitory messages and establishment that the electronic record is considered the official record.

The District essentially has two options to ensure compliance with applicable Records Retention laws.

First, the District can adopt the Florida Records Retention Schedules modified to ensure the District is also retaining the records required by federal law and the trust indenture. This option allows for the timely destruction of records while ensuring that the District’s policy is in compliance with state and federal laws. Kutak Rock has prepared a resolution that implements this option, and it is attached hereto as Option 1.

Second, a District can adopt the Florida Records Retention Schedules as written and adopt a policy that states that the District will not be destroying any records at this point in time, with the exception of Transitory Messages. Kutak Rock has prepared a resolution that implements this option, and it is attached hereto as Option 2.

It is important to note that the District could change its Records Retention policy at a later date so long as the District’s amendment was consistent with the notice and hearing provisions found in Chapter 190.

OPTION 1

RESOLUTION 2023‐01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; DETERMINING THE ELECTRONIC RECORD TO BE THE OFFICIAL RECORD; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Whereas, the Gulfstream Polo Community Development District (the “District”) is a local unit of special‐purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt rules to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and

Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (“Records Management Liaison Officer”); and

Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and

Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and

Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and

Whereas, the District’s Board of Supervisors (“Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and

Whereas, the District desires to provide for future amendment of the Records Retention
Policy.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  The District hereby authorizes the District’s records custodian to appoint a Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager.  The Board, and the District’s records custodian, shall each have the

individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.

SECTION 2.  The duties of the Records Management Liaison Officer shall include the following:

Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;

Coordinate the District’s records inventory;

Maintain records retention and disposition forms;

Coordinate District records management training;

Develop records management procedures consistent with the attached Records Retention Policy, as amended;

Participate in the development of the District’s development of electronic record keeping systems;

Submit annual compliance statements;

Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and

Such other duties as may be assigned by the Board or the District’s records custodian in the future.

SECTION 3.  The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (“Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District will retain certain records longer than required by the General Records Schedules established by the Division as set forth in Exhibit A. To the extent the above statute, rules or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic amendment shall not reduce the retention times set forth in Exhibit A. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.

SECTION 4.  In accordance with section 668.50, Florida Statutes, and section 119.01, Florida Statutes, the Board finds that the electronic record shall be considered the official record and any paper originals are hereby duplicates which may be disposed of unless required to be preserved by any appliable statute, rule or ordinance.

SECTION 5.  If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 6. This resolution shall become effective upon its passage; shall replace, supplant, and supersede any prior policy or resolution of the District regarding records retention; and shall remain in effect unless rescinded or repealed.

Passed and adopted this 16th day of February, 2023.

ATTEST:	GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	District Amendments to General Records Schedules Established by the Division

Exhibit A

District Amendments to General Records Schedules established by the Division

ADVERTISEMENTS: LEGAL (Item #25)
The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to proceedings under uniform method of collection of debt assessments permanently. The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to the levy of assessments securing bonds for five (5) fiscal years provided applicable audits have been released, or until three (3) calendar years after related bonds are redeemed, whichever is later.

AUDITS: INDEPENDENT (Item #56)
The District shall retain the record copy of independent audits for ten (10) fiscal years or until three (3) calendar years after all related bonds are redeemed, whichever is later.

DISBURSEMENT RECORDS: DETAIL (Item #340)
The District shall retain the record copy of disbursement records relating to the use of bonds for five (5) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.

DISBURSEMENT RECORDS: SUMMARY (Item #341)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.

FINANCIAL REPORTS: LOCAL GOVERNMENT ANNUAL REPORTS (Item #107)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.

INCIDENT REPORT FILES (Item #241)
The District shall retain incident reports for five (5) anniversary years from the date of the incident.

MINUTES: OFFICIAL MEETINGS (PRELIMINARY/AUDIO RECORDINGS/VIDEO RECORDINGS (Item #4)
The District shall retain audio recordings of board of supervisor meetings for five (5) calendar years after adoption of the official minutes.

PROJECT FILES: CAPITAL IMPROVEMENT (Item #136)
The District shall retain the record copy of project files for projects funded with bonds for ten (10) fiscal years after completion of the project provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.

REAL PROPERTY RECORDS: CONDEMNATION/DEMOLITION (Item #364)
The District shall retain the record copy of project files for condemnation/demolition projects funded with bonds for five (5) anniversary years after final action or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

REAL PROPERTY RECORDS: PROPERTY ACQUIRED (Item #172)
The District shall retain the record copy of documents related to property acquisitions funded with bonds for three
(3) fiscal years after final disposition of the property provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

OPTION 2

RESOLUTION 2023‐01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; DETERMINING THE ELECTRONIC RECORD TO BE THE OFFICIAL RECORD; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

Whereas, the Gulfstream Polo Community Development District (“District”) is a local unit of special‐purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt rules to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and

Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (“Records Management Liaison Officer”); and

Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and

Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and

Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and

Whereas, the District’s Board of Supervisors (“Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and

Whereas, the District desires to provide for future amendment of the Records Retention
Policy.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  The District hereby authorizes the District’s records custodian to appoint a Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager. The Board, and the District’s records custodian, shall each have the

individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.

SECTION 2.  The duties of the Records Management Liaison Officer shall include, but not be limited to, the following:

Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;

Coordinate the District’s records inventory;

Maintain records retention and disposition forms;

Coordinate District records management training;

Develop records management procedures consistent with the attached Records Retention Policy, as amended;

Participate in the District’s development of electronic record keeping systems.

Submit annual compliance statements;

Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and

Such other duties as may be assigned by the Board or the District’s records custodian in the future.

SECTION 3.  The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (“Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District hereby extends the minimum retention guidelines contained in the General Records Schedules so that the District will retain all public records relating to District business until the Board of Supervisors amends the Records Retention Policy to address the disposition of the same. Notwithstanding the foregoing, the District shall only retain Transitory Messages until the Transitory Message is obsolete, superseded or administrative value is lost in accordance with the General Records Schedule for State and Local Government Agencies, Item #146, as incorporated by reference in Rule 1B‐24.003(1)(a), Florida Administrative Code. To the extent the above statute, rules, or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic change does not permit the disposition of District records without further action of the Board. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.

SECTION 4.  In accordance with section 668.50, Florida Statutes, and section 119.01, Florida Statutes, the Board finds that the electronic record shall be considered the official record and any paper originals are hereby duplicates which may be disposed of unless required to be preserved by any appliable statute, rule or ordinance.

SECTION 5.  If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 6. This resolution shall become effective upon its passage; shall replace, supplant, and supersede any prior policy or resolution of the District regarding records retention; and shall remain in effect unless rescinded or repealed.

Passed and adopted this 16th day of February, 2023.

ATTEST:	GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Composite Exhibit A: General Records Schedules, GS1‐SL and GS3

Composite Exhibit A

General Records Schedules Established by the Division (GS1‐SL and GS3)

[attach, if Option 2 adopted]

AGREEMENT BETWEEN THE GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT AND THE FIELDS HOMEOWNER’S ASSOCIATION, INC. FOR FACILITY MANAGEMENT, OPERATION, AND MAINTENANCE SERVICES

This Agreement (the “Agreement”) is made and entered into this 	
	, 2022, by and between:

Gulfstream Polo Community Development District, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, located in Palm Beach County, with offices at 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the “District”); and

The Fields Homeowner’s Association, Inc., a Florida not‐for‐profit corporation, whose address is 500 s. Australian Avenue, Suite 700, West Palm Beach, Florida 33401 (the “Association”).

RECITALS

day of

Whereas, the District is a local unit of special‐purpose government established, pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes (“Act”); and

Whereas, pursuant to the Act, the District is authorized to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge and extend, equip, operate, and maintain systems, facilities and infrastructure in conjunction with the development of lands within the District; and

WHEREAS, the District presently owns and is continuing to construct and/or acquire various systems, facilities and infrastructure including those facilities identified in the attached Exhibit A (the “Improvements”), (hereinafter, the “District Property”) requiring inspection, operation and/or maintenance services for which the District desires to retain an independent contractor; and

Whereas, the Association is a Florida not‐for‐profit corporation owning, operating and maintaining various improvements and facilities for the community that the District serves; and

Whereas, for ease of administration, potential cost savings to property owners and residents, and the benefits of on‐site inspection, operation and maintenance personnel, the District desires to contract with the Association to manage and maintain the District Property.

Now, therefore, 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 so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.

Section 2.	Association’s Obligation.

General duties. The Association shall be responsible for providing, or causing to be provided, the management, operation, and maintenance of the District Property in a lawful manner. All work shall be in a neat and professional manner and in accordance with industry standards.

Inspection. The Association shall conduct regular inspections of all District Property. In the event the Association discovers any irregularities of, or needs of repair to, the District Property, the Association shall report same to the District Manager or its designated representative and shall promptly correct, or cause to be corrected, any such irregularities or repairs.

Repair and Maintenance. The Association shall make, or cause to be made, such routine repair work or normal maintenance to the District Property as may be required for the operation of the District Property, or as required under applicable government permits. The Association, in consultation with the District Engineer, shall promptly cause emergency repairs to be made when such repairs are necessary for the preservation and safety of persons and/or property, or when the repairs are required to be made to avoid the suspension of any service of the District. The Association shall immediately notify the District Engineer and District Manager, or a designated representative, concerning the need for emergency repairs.

Investigation and Report of Accidents/Claims. The Association shall promptly investigate and provide a written report to the District Manager as to all accidents or claims for damage relating to the management, operation, and maintenance of the District Property. Such report shall include a description of any damage or destruction of property and the estimated cost of repair. The Association shall cooperate and make any and all reports required by any insurance company in connection with any accident or claim. The Association shall not file any claims with the District’s insurance company without the prior consent of the District’s Board of Supervisors, which shall not be unreasonably withheld, conditioned or delayed.

Compliance with Government Permits, Rules, Regulations, Requirements, and Orders. The Association shall comply with any and all permits, rules, regulations, requirements, and orders affecting the District Property placed thereon by any governmental authority having jurisdiction. At the request of the District, and with at least thirty (30) days’ prior written notice to the Association unless an earlier time for response by the District is required by any such governmental

authority having jurisdiction over the District and in any such event the Association shall respond within a timeframe such as to allow the District to timely respond to the governmental authority, the Association shall prepare for execution and filing by the District any forms, reports or returns which may be required by law in connection with the Association’s maintenance and operation of the District Property. The Association shall notify the District Manager and District Counsel in writing of any contact made with the Association relative to the District Property by any such governmental authority having jurisdiction. The Association shall specifically indemnify the District for any penalties, judgments, or orders levied or imposed against the District for failure to comply with any governmental permits, rules, regulations, requirements, and orders during the term of this Agreement that are due to Association’s failure to respond to the District.

Care of the Property. The Association shall use commercially reasonable efforts to protect the District Property from damage by the Association, its employees or contractors. The Association agrees to promptly repair any damage to the District Property resulting from the Association’s activities and work and to notify the District of the occurrence of such damage caused by the Association’s activities within forty‐eight (48) hours.

Staffing and Billing. The Association shall be solely responsible for the staffing, budgeting, financing, billing and collection of fees, assessments, service charges, etc., necessary to perform the management, operation, and maintenance responsibilities set forth in this Agreement.

Liens and Claims. The Association shall promptly and properly pay for all contractors retained, labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Association shall promptly discharge or cause to be discharged any materialmen’s or mechanic’s liens and claims or notices in respect to such liens and claims, which arise by reason of the Association’s performance under this Agreement.

Section 3.  Compensation. The District shall pay the Association the sum of Ten Dollars ($10.00) per year for the provision of management, operation, and maintenance services pursuant to the terms of this Agreement. The Association shall not be entitled, for any reason, to reimbursement or refund of any funds expended in the performance of its obligations under this Agreement.

Section 4.	Term.

The term of this Agreement shall commence as of the effective date of this Agreement and shall continue for a period of five (5) years unless otherwise terminated in accordance with this Agreement. Thereafter, this Agreement shall

3

Page 18

be automatically renewed for additional one (1) year periods unless either party provides at least sixty (60) days’ written notice of its intent to not renew the Agreement.

Notwithstanding the foregoing, the District shall have the right to terminate this Agreement at any time due to Association’s failure to perform in accordance with the terms of this Agreement upon thirty (30) days’ written notice detailing such alleged failure of the Association; provided, however, the Association shall have the right to cure any such alleged default or failure to perform on or before the expiration of such 30‐day period and in the event the Association cures such alleged default or failure to perform during the 30‐day cure period, this Agreement shall not be deemed terminated and shall continue in full force and effect. The Association and the District shall both have the right to terminate this Agreement upon (45) forty‐five days’ written notice without cause. In the event of any termination, the Association and the District shall use commercially reasonable efforts to cooperate with one another to provide a smooth and orderly transition of responsibilities between the parties.

SECTION 5.  INSURANCE. The Association shall maintain, at its own expense throughout the term of this Agreement, insurance coverage from a reputable insurance carrier, licensed to conduct business in the State of Florida. The Association shall provide the District a copy of the insurance policy, and any endorsements, prior to the commencement of the services contemplated under this Agreement. District shall also receive thirty (30) days’ notice of cancellation of any such insurance policy. Policies shall have the following minimum levels of insurance:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida to include Employer’s Liability Coverage with limits of at least $1,000,000 (one million dollars) per accident or disease.

Commercial General Liability Insurance covering the Association’s legal liability for bodily injuries, with limits of not less than $1,000,000 (one million dollars) combined single limit bodily injury and property damage liability.

Automobile Liability Insurance for bodily injuries in limits of not less than
$1,000,000 (one million dollars) combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Association of any owned, non‐ owned, or hired automobiles, trailers, or other equipment required to be licensed.

As may be available, all policies shall name the District, and its staff and supervisors, as additional insureds. This shall be required for the Commercial General Liability Policy without exception, and based on market availability for the other policies referenced above.

Section 6.	Indemnification.

The Association agrees to indemnify, defend and hold harmless the District and its officers, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or harm of any nature, arising out of, or in connection with, the acts or omissions of the Association, or its officers, employees, representatives, or subcontractors, including litigation or any appellate proceedings with respect thereto, resulting from the Association’s maintenance or operation activities, or lack thereof, relative to the Improvements as contemplated in this Agreement.

The District agrees to indemnify, defend and hold harmless the Association and its officers, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or harm of any nature, arising out of, or in connection with, the acts or omissions of the District, or its officers, employees, representatives, or subcontractors, including litigation or any appellate proceedings with respect thereto, relative to the District’s obligations as contemplated in this Agreement.

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, attorney fees, paralegal fees, and expert witness fees and costs (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.

The Association agrees to require that, by written contract, any contractor and subcontractors hired in connection with this Agreement indemnify, defend and hold harmless the District and its officers, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or harm of any nature, arising out of, or in connection with, the acts or omissions of such contractors and subcontractors, including litigation or any appellate proceedings with respect thereto, resulting from the contractor’s maintenance or operation activities, or lack thereof, relative to the Improvements.

Section 7.  Recovery of Costs and Fees. In the event either the District or the Association are required to enforce this Agreement or any provision hereof by court proceedings or otherwise then, if prevailing, the District or the Association, as applicable, shall be entitled to recover from the other all fees and costs incurred, including but not limited to reasonable attorneys’ fees, paralegal fees and expert witness fees and costs incurred prior to or during any litigation or other dispute resolution and including fees incurred in appellate proceedings.

Section 8.  Limitations on Governmental Liability. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond 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 law.

SECTION 9.  ASSIGNMENT. Neither party may assign this Agreement without the prior written approval of the other.

Section 10.  Independent Contractor Status. In all matters relating to this Agreement, the Association shall be acting as an independent contractor. Neither the Association nor employees of the Association, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Association agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Association, if there are any, in the performance of this Agreement. The Association shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Association shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

Section 11.  Headings for Convenience Only. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 12. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and the Association relating to the subject matter of this Agreement.

Section 13.  Amendments. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Association.

Section 14.  Authorization. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Association, both the District and the Association have complied with all the requirements of law in order to effectuate the terms of this Agreement, and both the District and the Association have full power and authority to comply with the terms and provisions of this instrument.

SECTION 15.  NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to the District:	Gulfstream Polo Community

Development District 2501A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to the Association: The Fields Homeowner’s Association, Inc.
500 S. Australian Avenue, Suite 700 West Palm Beach, Florida 33401 Attn: 	

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. If any 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 the Association may deliver Notice on behalf of the District and the Association. 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.

Section 16. Third Party Beneficiaries. This Agreement is solely for the benefit of the District and the Association and no right or cause of action 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 the Association 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 the Association and their respective representatives, successors, and assigns.

Section 17.  Controlling Law; Venue. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Palm Beach County, Florida.

Section 18.	Public Records.

The Association understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and shall be treated as such in accordance with Florida law.

As such, the parties shall comply with any applicable laws regarding public records, including but not limited to the provisions of Section 119.0701, Florida Statutes, the terms of which are incorporated herein. Among other requirements, the Association must:

Keep and maintain public records required by the District to perform the services;

Upon request from 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;

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 Association does not transfer the records to the District; and

Upon completion of this Agreement, transfer, at no cost to the District all public records in possession of the Association or keep and maintain public records required by the District to perform the service. If the Association transfers all public records to the District upon completion of this Agreement, the Association shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Association keeps and maintains public records upon completion of the Agreement, the Association 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.

IF THE ASSOCIATION HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ASSOCIATION’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, JASON PIERMAN C/O SPECIAL DISTRICT SERVICES, INC., 2501A BURNS ROAD, PALM BEACH GARDENS, FLORIDA 33410, (561) 630‐4922 OR JPIERMAN@SDSINC.ORG.

Section 19. 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 of this Agreement not held to be invalid or unenforceable.

Section 20. Arm’s Length Transaction. This Agreement has been negotiated fully between the District and the Association as an arm’s length transaction. The District and the Association participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

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In Witness Whereof, the parties execute this Agreement the day and year first written
above.

Attest:	GULFSTREAM POLO COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

THE FIELDS HOMEOWNER’S ASSOCIATION, INC.

(Signature of Witness)	By: 	
Title: 	

(Print Name of Witness)

Exhibit A: Description of the Improvements

EXHIBIT A

DESCRIPTION OF THE DISTRICT PROPERTY