MANAGEMENTSER~CESAGREEMENT 


Eagle Landing GolfClub and Amenity Facilities 


ell'it

THIS MANAGEMENT AGREEMENT (the "Agreement'') is made and entered into the lLday 
ofJuly, 2018 between South Village Community Development District, a local unit of special-purpose 
government organized pursuant to Chapter 190, Florida Statutes ("Owner'') and HONOURS GOLF 
COMPANY, LLC, a Georgia limited liabilitycompany ("Manager"). 

BACKGROUND 

1. Owner has an 18-hole golf course, driving range, restaurant, and clubhouse known as the 
"Eagle Landing GoIfCiull', as well as an athletic center with tennis courts, swim park, cafe and cabana bar, kids 
club, boathouse, community playgrounds/parks, resident's center, and related facilities (including such other 
facilities as may be subsequendy constructed or acquired by the Owner) located in Orange Park, Florida 
(collectivelywith the Eagle Landing Golf Club, "the Facilities"). 
2. Manager is engaged in the business of developing, marketing, maintaining and managing 
high-end golf and amenity facilities. 
3. Owner desires to hire Manager under the terms and conditions set forth herein to manage 
and conduct the day-to-day business and services of the Facilities. 
4. In the management of the Facilities, Manager agrees to be guided by the goals, purposes 
and policies of the Owner. 
AGREEMENT 

For and in consideration of the mutual covenants contained herein and other valuable consideration, 

the parties agree as follows: 

1. APPOINTMENT OF MANAGER. Owner hereby appoints and Manager hereby accepts 
the appointment as Executive Manager of the Facilities, subject to the provisions hereof. 
2. TERM; RENEWAL; TERMINATION RIGHT. 
2.1 Initial Tenn. The term of the Agreement shall be for three (3) full fiscal years (the 
"Initial Term") and shall commence on August 18, 2018 (the ''Effective Date") and end on September 30, 
2021. Unless written notice of cancellation is provided as set forth in Section 2.2, this Agreement shall 
automatically renew for two (2) successive three (3) year terms (the "Renewal Term"). All terms and 
conditions contained herein shall be effective during the Renewal Tenn(s). The Initial Term along with any 
Renewal Terms shall be referred to as the "Term". 
2.2 Renewal Terms. Either party shall have the right, during the final year of the 
Initial Term or a Renewal Term, but not less than sixty (60) days prior to the expiration of the then-existing 
term, to terminate this Agreement at the expiration of the then-existing term without further liability to the 
other except as otherwise hereinafter provided, by providing written notice to the other party of their desire 
not to renew the Agreement at the expiration of the then-existing terrn. 
3. OPERATION OF THE FACILITIES, MANAGER'S SERVICES, OWNER'S 
RESPONSIBILITIES. 
3.1 General Commencing with the Effective Date and continuing until the 
termination of this Agreement (which period is hereinafter referred to as the "Operating Period"), Manager 
shall have full authority and responsibility to conduct, supervise, and manage day-to-day operations of the 
Facilities. Manager shall not undertake any activities outside of the Scope of this Agreement unless such 
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acnvmes are approved in writing by both Parties. In the absence of oral or written direction or written 
policies of Owner, Manager shall be expected to exercise reasonable judgment in its management activities in 
thebestinterests ofthe Facilitiesandinamannercomparable to similarlysituatedgolfand amenityfacilities 
located in the Jacksonville metropolitan area. Subject to the cousultation and reasonable approval by Owner, 
Manager shall have the right to determine and implement the operating policy, standards of operation, quality 
of service and any other matters affecting customer relations or the efficient management and operation of 
the Facilities and shall have the authority to: (i) determine, establish, amend and implement the policies, 
standards and schedules for the management, operation and maintenance of the Facilities and all matters 
affecting customer relations; (ii) determine and implement standards for agronomic conditioning of the golf 
courses; (iii) recommend and implement all pricing (including rates and prices for dues, greens fees, rental 
fees and other similar fees and charges for usage at the Facilities); (iv) supervise and direct all phases of 
advertising, sales, and publicity for the Facilities; (v) establish accounting and payroll procedures and 
functions for the Facilities; (vi) receive, hold and disburse funds, and maintain bank accounts; (vii) supervise 

food and beverage services, including, without limitation, banquet services, menu prices and other guest 

charges; (viii) maintain all business licenses including liquor and seating licensees) required for the Facilities; 

(ix) procure inventories, supplies and services; and (x) assess and make recommendations with respect to 
technology reqnirements, as well as coordinate technology-related issues, either directly or through third party 
vendor relationships. All intellectual property (excluding patents), documents or data developed or compiled 
in the performance of this Agreement or in the Manager's operation, management or maintenance of the 
Facilities, and all records relating thereto, including, without limitation, all drawings, maps, schematics, 
specifications, reports, summaries, photographs, memoranda, notes, calculations, manuals, software, 

computer programs, and computer-based data regarding the Facilities or its membership, and other similar 
documents and information ("Work Product"), shall be deemed "works made for hire" and the sole and 
exclusive property of Owner. Manager hereby assigns to Owner all right, title, and interest it has or claims to 
have, if any, in any and all such Work Product and shall tum over to Owner all Work Product at the 
termination of this Agreement. 

3.2 AnnualBudget andAnnualPlan. 
(a) By May 1 of each year of the Term, Manager shall submit to Owner, for 
Owner's approval, a proposed annual plan and operating budget (the "Annual Plan and Budget" each a 
"Plan" or "Budget" respectively), which shall include goals, objectives, estimated revenues, operating 
expenses and capital expenditures for the Owner's upcoming fiscal year. The Annual Plan and Budget shall 
also include a scope of work that outlines the work that Manager is reasonably expected to perform in the 
upcoming year ("Scope of Work"). The Annual Plan and Budget shall describe the major management goals 
and intended actions for the ensuing year, in reasonable detail, so as to enable Owner to evaluate the intended 
conduct of the affairs of the Facilities during that period. Manager acknowledges that the Owner's fiscal year 
commences October 1" and terminates September 30th• Owner's approval of the Annual Plan and Budget 
shall not be unreasonably withheld, conditioned or delayed, and the Annual Plan and Budget shall be 
approved in conjunction with the adoption of the Owner's final budget prior to September 30th of each year 
of the Term. Owner approval of revisions and updates shall not be unreasonably withheld. Upon request of 
Owner, Manager shall provide Owner with the data and information utilized in preparing the Annual Plan 
and Budget or any revisions thereto. The initial Scope of Work and Annual Plan and Budget shall be 
provided to the District within sixty (60) days of the Effective Date. 
(b) Manager shall not be deemed to have made any guarantee, warranty or 
representation whatsoever in connection with the Annual Plan and Budget, and Owner acknowledges that the 
Annual Plan and Budget and all expense estimates furnished pursuant to this Agreement are intended only to 
be reasonable estimates. 

(c) Owner and Manager acknowledge and agree that it is necessary that Owner 
establish an appropriate rate structure and/or financing through other prudent means to provide sufficient 
funds for the maintenance and operation of the Facilities. Owner recognizes that it is impossible for Manager 
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to operate the Facilities properly without sufficient funds and that the proposed Annual Plan and Budget and 
any proposed subsequent modifications thereof, are necessary for such continuous, efficient operation of the 
Facilities. Therefore, if Owner disapproves of Manager's recommended Annual Plan and Budget, or if 
Owner disapproves of proposed subsequent modifications to the Annual Plan and Budget, or ifOwner and 
Manger are unable to reach agreement as to the amount to be budgeted for operating expenses for any fiscal 
year, both parties herewith agree to exercise every reasonable effort to reach mutual agreement. In the event 
Owner and Manager still are unable to reach mutual agreement on the Annual Plan and Budget for operating 
expenses (not including Capital Items) prior to the commencement of the applicable fiscal year, the aggregate 
amount of operating expenses (not including Capital Items) reflected in the Annual Plan and Budget for the 
preceding fiscal year adjusted pursuant to Section 16.10 below, shall be the amount of expenses authorized as 
the Annual Plan and Budget for the new fiscal year, until such time as a new Annual Plan and Budget has 
been agreed upon by Owner and by Manager. 

(d) Whether the Annual Plan and Budget for operating expenses is established 
by mutual agreement, or established in accordance with the provisions of the preceding paragraph (c), it shall 
be the responsibility of the Owner to provide sufficient funds for the operation of the Facilities in accordance 
with the level of expenditures set forth in the Annual Plan and Budget. In the event Owner shall fail to 
provide sufficient operating funds to fulfill the Annual Plan and Budget as established by the provisions 
herein, Manager may elect to terminate this Agreement under the provisions of Section 11.1 hereof, upon one 
hundred twenty (120) days written notice to Owner. 
3.3 Bank Accounts: Flow ofFunds. This Agreement contemplates that the flow of 
funds received and disbursed in connection with the operation of the Facilities shall be conducted through 
and controlled by a system of accounts established by agreement of Owner and Manager. 
(a) Owner shall establish and/or maintain such bank or other deposit accounts 
as Owner and Manager shall mutually agree are necessary for the efficient operation of the Facilities and 
control of the flow of funds received and disbursed in connection with such operation, in its name at a 
bank(s) or other financial institution(s) mutually agreed upon by Owner and Manager. Owner's and Manager's 
designees (as approved by Owner) shall be the only parties authorized to draw upon such account. All 
revenues and receipts arising from operation of the Facilities shall be deposited into such accounts, and in no 
event shall such amounts deposited in any accounts established under this Agreement be co-mingled with any 
other funds of Manager or any third party. (These accounts shall hereinafter be referred to as the "Operating 
Accounts"). 
(b) Owner is required to maintain a balance within the Operating Accounts 
listed above for the normal operating cash needs of the Facilities (the "Minimum Funds Balance"). The 
Minimum Funds Balance shall be the greater of (D the dollar amount of the Annual Budget for the month 
following tile current month or (ii) Fifty Thousand Dollars ($50,000). Upon Manager's notifying Owner of 
any current or pending deficit to the Minimum Funds Balance, Owner shall have five (5) days to deposit into 
the Operating Account(s) the funds necessary to cover such deficits and to restore the Minimum Funds 
Balance. IfOwner does not fund the Minimum Funds Balance, Manager shall not be responsible to cover 
such operating expenses shortfalls. 
3.4 Status ofManager andStaff. 
(a) Owner shall continue to employ the existing manager(s) of the Facilities 
until the Effective Date. On the Effective Date, the Owner shall facilitate the transfer of the employees of 
the existing manager(s) of the Facilities to Manager's employment platform (the "Employee Transition 
Date"). Commencing on the Employee Transition Date, all persons hired by Manager to assist it in 
performing its duties and obligations set forth in this Agreement shall be direct employees of Manager. 
From and after the Effective Date, Manager shall hire, train, promote, discharge, and supervise the work of 
the executive staff and all employees of the Facilities. Prior to the Effective Date, Manager, as Owner's agent 
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and for and on behalf of Owner shall hire, train promote, discharge and supervise the work of the executive 
staff and all employees of the Facilities. Manager is responsible for the payment for all salary, payroll, 
overhead, employment taxes and benefits, in accordance with the Annual Plan and Budget approved by 
Owner, such payments to be payable every two weeks in accordance with payroll dates. Manager shall be 
entided to make such reimbursement from the account(s) established pursuant to Section 3.3 and in the event 
that funds on deposit in such account(s) are insufficient, an unreasonable failure by Owner to make such 
reimbursement within thirty (30) days after being notified of such deficiency shall constitute an Event of 
Default hereunder. 

(b) Manager shall be responsible for compliance with all laws, regulations and 
tax requirements relative to payroll and employment with all such expenses to be reimbursed by Owner per 
3.4(a). 
(c) Manager shall be an independent contractor and neither Manager nor its 
employees shall not be considered employees of Owner for any purposes, including, but not limited to, the 
application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment 
Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to 
income tax withholding at the source of income, the Workers' Compensation Insurance Code. 401(k), any 
other employment-related benefits or payments and third party liability claims. Manager shall retain sole and 
absolute discretion in the manner, method and means of carrying out its activities and responsibilities under 
this Agreement. nus Agreement shall not be considered or construed to be a partnership or joint venture, 
and Owner shall not be liable for any obligations incurred by Manager unless specificallyauthorized in writing 
or by the terms of this Agreement. Manager shall not act as an agent of Owner, ostensibly or otherwise, nor 
bind Owner in any manner, unless specifically authorized to do so in advance in writing or by the terms of 
this Agreement. 
3.5 Accounting. With the approval of Owner, and within 30 days of the Effective 
Date of this agreement, Manager shall establish and supervise an appropriate accounting and cost control 
system to be maintained at Owner's expense. The staffing plan for the Facilities shall provide for an 
individual with administrative bookkeeping skills, who shall have responsibilities for maintaining on-site 
financial records, compiling data, processing receivables, payables and other similar duties and reporting to 
Manager. Charts of accounts and all accounting systems shall be maintained in accordance with ordinary 
accounting procedures and generally accepted accounting principles and reviewed with Owner as requested. 
Complete financial statements shall be furnished by Manager to Owner through the month of termination of 
this Agreement, as provided for in Section 5 below. 
All accounting systems and software, procedures and manuals and related materials utilized by Manager in 
providing services shall be and remain the exclusive property of Owner. 

Upon termination of this Agreement for any reason, all source documents, work papers, financial statements 
relating to past periods, and other supporting documents shall be and remain the property of Owner. 

Anyon-site equipment or systems purchased by Owner, such as cash registers or computers, also shall be and 
remain property of Owner. Upon termination of this Agreement and payment to Manager of all sums not in 
dispute and therefore due and owing to Manager by Owner, Manager shall transfer all policies and procedures 
manuals to Owner, which shall accurately reflect all the current policies and procedures, and Manager shall be 
relieved of any obligations to update said manuals thereafter. Owner recognizes the proprietary nature of 
such documents and agrees that they shall only be utilized in connection with the operation of the Facilities. 

Manager will also transfer to Owner all computer passwords, contracts> warranties, keys, account numbers 

and other items necessary for Owner to continue the uninterrupted operation of the Facilities. 

3.6 Fees and Charges. Subject to the prior written approval of the Owner, Manager 
shall establish, maintain, revise and administer, the overall charge structure of the Facilities, including, without 
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limitation, membership fees, golf greens fees, golf car rental fees, golf club rentals, food or beverage cbarges 
of any kind, and the charge for any other services provided at the Facilities. 

3.7 Vendor Services. 
(a) Manager shall enter into contracts in the name of and at the expense of 
Owner for the furnishing to the Facilities of electricity, gas, water, telephone, catering service, cleaning 
services, vermin extermination services, Facilities maintenance, air conditioning maintenance, cable television 
service, and other necessary utilities or services, and purchase all materials and supplies in the name of, for the 
account of, and at the expense of Owner within the approved Annual Plan and Budget All selection of 
vendors to the Facilities shall be made subject to Owner's reasonable right of final written approval. Manager 
shall not enter into contracts or arrangements with a term that exceeds one (1) year without the advance 
written approval of Owner. 
(b) Manager has entered into, or may in the future enter into, various national 
accounts with certain key vendors who may provide goods and services to the Facilities at substantial 
discounts which discounts will be for the benefit of Owner. In connection with these contracts, Manager 
may also receive various rebates from the vendors based on Manager's and Manager's affiliates annual 

purchases for all clubs managed by Manager. Such rebates may be retained by Manager without credit or 
application to any amounts payable to Manager by Owner, provided however, the cost to Owner for such 
goods and services, must always be less than the amount that Owner could acquire the same goods and 
services or similar goods and services of substantially the same quality from such vendors for its own 
account. Owner shall have the right at any time during the term to opt out of Manager's procurement 
program by providing Manager at least thirty (30) days prior written notice of its intent to opt out of the 
program. 

3.8 Repairs and Maintenance. In accordance with the Annual Plans and Budget or 
otherwise in accordance with this Agreement, Manager shall arrange for the making or installing, at Owner's 
expense and in the name of Owner, of such alterations, repairs, decorations, or replacements of furnishing or 

equipment to the Facilities in an amount up to $10,000 without Owner's approval, as Manager or Owner 
deems reasonable or necessary. Additional alterations, repairs, decorations, or replacements of furnishing or 
equipment must be approved in advance in writing by Owner. 

3.9 Capital Expenditures. Owner recognizes the necessity of improvement and 
replacement of facilities, the need to provide proper and adequate equipment for the maintenance and 
operation of the Facilities and to provide funds for ordinary capital improvement or replacement items 
(collectivelythe "Capital Items"). To the extent feasible,Owner agrees to expend such budgeted amounts for 
Capital Items as shall be required in the normal and ordinary course of operation of the Facilities, in order to 
operate the Facilities in accordance with Manager's recommended standards. To this purpose, Manager shall 
make recommendations to Owner regarding the need or desirability for Capital Items, including estimates as 
to the cost of proposed Capital Items, and, if approved in advance in writing by Owner, Manager shall 
supervise the installation or purchase of Capital Items, in accordance with such approval. 
3.10 Compliance with Laws. Manager shall arrange at Owner's expense for 
compliance in all material respects to the extent practicable with any statutes, ordinances, laws, rules, 

regulations, orders and determinations affecting or issued in connection with the Facilities and, with the prior 
written consent of Owner, make arrangements for any alterations or repairs ordered or required thereby, if 
not included in the Annual Plan and Budget. Notwithstanding the foregoing, in case of any emergency or if 
the failure to comply promptly with any order or to cure any violation might expose Owner or Manager to 
the imminent danger of criminal liability,then in such event Manager shall cause such order or violation to be 
complied with or cured without awaiting Owner's written consent. 

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4. COVENANTS. 
4.1 Ownership ofthe Facilities. Owner covenants and agrees that it has the right to 
permit Manager to perform its obligations as set forth in this Agreement. 
4.2 Covenants ofTit/e. Subject to litigation, Owner covenants during the term hereof 
that Manager sball and may peaceably and quietly operate the Facilities in accordance with the terms of this 
Agreement, free from molestation, eviction and disturbance by Owner. 
4.3 Owner's Responsibility for Expenses. Notwithstanding that Manager is 
authorized to and shall disburse funds on behalf of Owner in connection with the operation of the Facilities, 
Owner will be solely responsible for costs and expenses of any kind associated with the Facilities and 
Manager shall have no liability or obligation with respect thereto, except to the extent they are not set forth in 
the approved Annual Plan and Budget or have not received prior approval of the Owner if exceeding $10,000 
annually. 
4.4 Litigation. Manager covenants and agrees that Owner has the right to terminate 
this Agreement, subject to the conditions as set forth in Section 12, if the Owner loses tide to, or control of, 
the Facilities, or is legallyrequired or obligated to cease the operation of the Facilities or its facilities. 
5. STATEMENTS TO OWNER. 
5.1 Monthly Financial Statements. Manager shall deliver to the Owner a balance 
sheet, cash flow, and operating statement detailing all monthly income and expenses within twenty (20) days 
after month-end, along with a written summary of Manager's actions and results relative to the Annual Plan 
and Budget, as reasonably necessary to inform Owner of the status of the affairs of the Facilities. 
5.2 Annual Reports. After the end of each of Owner's fiscal years, Manager shall 
deliver to Owner, and to any persons designated by Owner, a balance sheet of the Facilities as of the end of 
such year, a statement of income and expenses, and a statement of any changes in the financial position of the 
Facilities for such year in form satisfactory to Owner. This information shall be provided by Manager to 
Owner within sixty (60) days of the end of the Owner's fiscal year. The Owner may, at Owner's expense, 
request an audited or reviewed financial statement prepared by certified public accountants designated by 
Owner. 
5.3 Access to Books and Records. Upon reasonable advance notice by Owner to 
Manager, Manager shall permit Owner, its accountants, attorneys and agents to examine and make copies of 
the books and records of the Facilities during normal business hours. If as a result of any such examination, 
it is discovered that Manager has misstated the Incentive Compensation payable hereunder, Manager or 
Owner, as the case may be, shall prompdy pay to the other any sum shown to be payable by the other as a 
result of such examination 
6. MANAGEMENT PERSONNEL AND SUPERVISION. 
6.1 General Manager. Manager shall, during the term hereof, provide a qualified 
General Manager to supervise all operations of the Facilities and Manager's employees, and to serve as 
principal on-site representative responsible for carrying out Manager's duties and obligations under this 
Agreement. 
6.2 Director ofGoff. Manager shall, during the term hereof, provide either a qualified 
Director of Golf or Head Golf Professional to oversee the establishment and operations of all golf activities 
at the Facilities. 
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6.3 Director ofAgronomy. Manager shall, during the term hereof, provide a qualified 
Director of Agronomy to establish and maintain turfcare conditions at the Facilities in keeping with the 
standards set forth by Manager and Owner. 
6.4 Other Personnel Manager shall provide such other qualified personnel as shall be 
deemed necessary for the successful operation and maintenance of the Facilities and the successful marketing 
and management of the golf program and other business activities at the Facilities, such as a Property 
Operations Manager, Property Amenity Manager, Food and Beverage Manager, Athletic Manager(s), 
Property Accountant and an Executive Chef, as long as such positions are deemed necessary at the Facilities. 
Owner shall approve the compensation of personnel through the Annual Plans and Budgets. 
6.5 Intentionally Omitted. 
6.6 Reimbursement ofSalaries and Payroll. All employee salaries and associated 
payroll costs, once approved by Owner in the Annual Plan and Budget, shall be the Owner's responsibility 
and shall be fully reimbursed to Manager as an operating expense. 
7. MANAGER COMPENSATION. 
7.1 Management Fee. 
(a) As compensation for the services to be rendered by Manager beginning on 
the Effective Date, Owner will pay Manager a monthly Base Management Fee equal to FOURTEEN 
THOUSAND DOLLARS ($14,000.00) per calendar month, prorated for any partial calendar month. 
Payments are due on or before the 10'" day of each calendar month. 
(b) The Base Management Fee shall be increased for each fiscal year at the lesser of 
(i) three percent (3%) or (il) the percentage increase, if any, in the Consumer Price Index for All Urban 
Consumers (1982 84=100) published by the United States Department of Labor, Bureau of Labor Statistics 
("CPI") (or if such index is discontinued, such substitute comparable index as shall be designated by 
Honours, and approved by Owner, which approval shall not be unreasonably withheld). 
7.2 Incentive Compensation. In addition to the Base Management Fee, commencing 
with the Owner's fiscal year starting on October 1, 2019 and each successive fiscal year of the Term, Owner 
shall pay to Manager incentive compensation for each such fiscal year equal to but not more than 12 (Twelve) 
% of the Base Fee for each such fiscalyear based on metrics to be negotiated between Owner and Manager at 
least ninety (90) days prior to the start of the upcoming fiscal year. 
7.3 Reimbursement ofExpenses. It is intended by Owner and Manager that the Base 
Management Fees provided for in Section 7 be in addition to the Facilities' expected operating expenses as 
set forth in the Annual Plan and Budget. Owner further covenants and agrees to reimburse Manager for any 
and all reasonable travel, lodging, or other business expenses incurred by Manager in connection with the 
performance of Manager's obligations hereunder, as provided in the Annual Plan and Budget. Reimbursable 
expenses shall be paid only upon presentation of vouchers reflecting the name of the person or persons 
incurring the expense, the amount and date thereof and the purpose or purposes for the expenditure. The 
Annual Plan and Budget approved by the Owner shall include provisions for such expense reimbursement. 
8. INSURANCE. 
8.1 Insurance Coverage. Unless otherwise agreed in writing, the procurement and 
maintenance of property, commercial general liability and other insurance coverage for the Facilities 
throughout the Term (or at such other times during the Term as shall be appropriate depending upon the 
type of insurance required to be procured), shall be as set forth in Exhibit "A" attached hereto. 
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8.2 Insurance Policies. 
(a) All insurance policies provided for under this Article 8 shall be issued by 
insurance companies that have sound financial strength and maintain a rating of A VIII in Am Best's Key 
rating guide, or equivalent. 
(b) Subject to Article 8(2)(c) below, Manager and/or Owner shall procure and 
maintain, as an operating expense, the insurance policies covering the Facilities set forth on Exhibit "A". 

Such policies may be procured and maintained through Manager's comprehensive insurance program, 
provided the policies within such program otherwise comply with all of the requirements set forth in Exhibit 

"A". All insurance procured by Manager shall be written in the name of Manager withthe Owner named as 
an additional insured thereon except for worker's compensation insurance and any other insurance with 

respect to which Manager shall procure based upon Manager employing the personnel at the Facility. 

(c) Prior to the Effective Date, Owner shall provide Manager with all necessary 
information to enable Manager to procure tbe policies described on Exhibit "A". In the event Manager is 
unable to procure the policies described on Exhibit "A" for the Facilities on the Effective Date, Owner and 
Manager shall cooperate to accumulate allnecessary infomration to enable Manager to procure such policies 

for the Facilities as soon as practicable after the Effective Date. 

(d) Certificates of insurance shall be delivered to Owner on or before the 
Effective Date, or as soon thereafter as practicable, at the addresses shown in Article 15 below and all 
insurance policies shall be renewed (or replaced, as applicable) prior to their respective expiration dates. 
(e) All such policies of insurance shall also be endorsed specifically to the 
effect that such policies shall not be canceled or materially changed without at least thirty (30) calendar days' 
prior written notice to Owner and Manager. Each policy shall provide that the insurer shall not have any 
rights of subrogation to any claim which either patty hereto may have or may acquire against the other. 
Neither Owner nor Manager shall have any claim againsttheother withrespectto the failure ofanyinsurance 

carrier to provide the coverage or protection placed with such carrier as contemplated by this Agreement. 

(f) Subject to Article 8.2(b) above, the cost of procuring and maintaining all 
required insurance policies required hereunder shall be paid by Owner. Provided, however, that Manager 
acknowledges and agrees that the difference in cost between an umbrella liability insurance policy for Ten 
Million Dollars ($10,000,000) and Two Million Dollars ($2,000,000), as evidenced by quotes from insurance 
companies, shall be applied as a credit to the District's last payment of a fiscal year. 
(g) In connection with all significant construction at the Facilities, Owner shall 
cause the general contractor to maintain with a reputable insurer commercial general liability insurance (with 
products, completed operations and independent contractors coverage) in at least the amount of Five Million 
Dollars ($5,000,000), with Owner and Manager being named thereon as additional insureds. 

9. TRADENAMES. 
9.1 Facilities Tradename. During the Term, the Facilities shall be known by such 
tradename as may from time to time be determined by Owner (the "Facilities Tradename") and Owner grants 
to Manager a non-exclusive license to identify, market, and operate the Facilities under the Facilities 

Tradename, which license shall expire upon the termination or expiration of this Agreement. Manager 
acknowledges that the Facilities Tradename and the trademarks and/or service marks "Eagle Landing Golf 

Club" is and shall continue to be the sole property of Owner, together with any other names, service marks, 

trademarks, slogans, logos, designs or the like owned by Owner or created by Owner during the Term and are 
now or hereafter used in the ownership of the Facilities (collectively, "Owner Marks"). Manager shall not 

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acquire any right, tide or interest of any kind or nature whatsoever in or to the Owner Marks or the goodwill 
associated therewith. 

9.2 Honours Tradename. Owner acknowledges that the trademark and/or service 
mark "Honours Golf' is and shall continue to be the sole property of Manager, together with any other 
names, service marks, trademarks, slogans, logos, designs or the like owned by Manager or created by 
Manager during the Term and are now or hereafter used in the management and operation of the Facilities or 
any affiliated facilities (collectively, "Honours Marks"). Manager shall identify the Facilities as a golf Facilities 
managed and operated by Manager and shall use the Honours Marks in such locations at the Facilities as 
reasonably determined by Manager. Owner shall not contest Honour's unrestricted and exclusive ownership 
of the Honours Marks or its right to grant others licenses to use the Honours Marks and Owner shall not 
acquire any right, tide or interest of any kind or nature whatsoever in or to the Honours Marks or the 
goodwill associated therewith. 
10. EVENTS OF DEFAULT. 
10.1 Owner. With respect to Owner it shall be an event of default ("Event of Default") 
hereunder, if any of the following shall occur other than as an outcome or result of the litigation (in which 
case any of the following shall be an event of termination rather than an event of default): 
(a) If, upon sixty (60) days' notice Owner shall fail to make or cause to be 
made any payment to Manager required to be made hereunder; 
(b) If Owner shall fail to keep, observe or perform any material agreement, 
term or provision of this Agreement to be kept, observed or performed by it, and such default shall continue 
for a period of sixty (60) days after written notice thereof has been provided by Manager to Owner. In the 
event Manager seeks to avail itself of the rights and obligations set forth herein, the written notice provided 
by Manager to Owner must expressly invoke the rights and obligations of this section by specific reference to 
this Section 10.1(b). Moreover, any notice by Manager to Owner shall clearly specify the nature of the alleged 
default. If the default is incapable of being cured within 60 days, this Agreement shall not terminate so long 
as Owner has commenced and is diligendy pursuing a cure. Evidence of such cure and its diligent pursuit 
shall be provided from Owner to the reasonable satisfaction of Manager; or 
(c) Owner's insolvency;or 
(d) The filing by Owner in any court of a petition in bankruptcy, receivership, 
re-organization or for respite. 

(e) If, through no fault of Manager the licenses (exclusive of liquor license) 
required for the operation of the Facilities are at any time suspended, terminated, or revoked, and such 
suspension, termination, or revocation shall continue unstayed and in effect for a period of sixty (60) days 
consecutively after notice of such suspension, termination or revocation has been communicated by Manager 
to Owner. 

10.2Manager. With respect to Manager, it shall be an Event of Default hereunder: 

(a) If any of Managers' officers or agents are involved in the theft or 
embezzlement of personal property or money; 
(b) If Manager shall fail to keep, observe or perform any of the material terms 
of this Agreement, or the material terms of the Scope of Work, and such default should continue for a period 
of thirty (30) days after written notice thereof has been provided to Manager by Owner. In the event Owner 
seeks to avail itself of the rights and obligations set forth herein, the written notice provided by Owner to 
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Manager must expressly invoke the rights and obligations of this section by specific reference to this Section 
10.1(b). Moreover, any notice by Owner to Manager shall clearly specify the nature of the alleged default. If 
the default is incapable of being cured within 30 days, this Agreement shall not terminate so long as Manager 
has commenced and is diligently pursuing a cure. Evidence of such cure and its diligent pursuit shall be 
provided from Manager to the reasonable satisfaction of Owner; or 

(c) Manager's insolvency; or 
(d) The filing by Manager in any court of a petition in bankruptcy, receivership, 
re-organization or for respite; or 

(e) If the Manager fails to satisfactorily fulfi1l the scope of services set forth 
hereinon acontinuingbasis. 

11. REMEDIES UPON DEFAULT. 
11.1 Remedies ofManager. If any Event of Default by Owner shall occur or if 
Manager shall elect to terminate this Agreement under the provisions of Section 3.2(d) Manager may (in 
addition to any other remedy available to it in law or equity if such termination is on account of the 
occurrence of an Event of Default) forthwith terminate this Agreement, and remove from the Facilities all 
Manager employees. In such event, Manager shall be entitled to immediately receive payment of all accrued 
unpaid amounts due to Manager pursuant to the terms hereof with interest at ten percent (10%) per annum 
until paid, unless prohibited or limited under applicable law, in which event such charge(s) shall not exceed 
the amount collectible under such law, and neither party shall have further obligations whatever under this 
Agreement. 
11.2 Remedies ofOwner. If any Event of Default by Manager shall occur, Owner 
may, in addition to any other remedy available to it in law or equity on account of such Event of Default, 
forthwith terminate this Agreement. In the case of an Event of Default by Manager, Owner shall be entitled 
to require Manager to continue to perform its obligations pursuant to this Agreement for a period up to 90 
days, during which time, Manager shall be entitled to all payments to which it is entitled pursuant to this 
Agreement. Further, in the Event of Default by Manager, Owner shall be entitled to receive payment of all 
unpaid amounts due to Owner pursuant to the terms hereof with interest at ten percent (10%) per annum 
until paid, unless prohibited or limited under applicable law, in which event such charge(s) shall not exceed 
the amount collectible under such law, and neither party shall have any further obligation whatever, under this 
Agreement, except pursuant to the indemnity provisions ofSection 13. 
11.3 Attorney's Fees. Ifeither party hereto brings any action because of any Event of 
Default hereunder, the non-prevailing party agrees to pay all costs and reasonable attorney's fees incurred by 
the prevailing party in connection with such action. 
11.4 Rights Cumulative; No Waiver. No right or remedy herein conferred upon or 
reserved to either party hereto is intended to be exclusive of any other right or remedy, and each and every 
right and remedy shall be cumulative and in addition to any other right or remedy given hereunder, or now or 
hereafter legally existing upon the occurrence of an Event of Default hereunder. The failure of either party 
hereto to insist any time upon the strict observance or performance of any of the provisions of this 
Agreement or to exercise any right or remedy as provided in this Agreement, shall not impair any such right 
or remedy or be consttued as a waiver or relinquishment thereof with respect to subsequent defaults. Every 
right and remedy given by this Agreement to the parties hereof may be exercised from time to time and as 
often as may be deemed expedient by the parties hereto, as the case may be. 
12. TERMINATION. 
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12.1 Events ofTennination. It shall be an event of termination hereunder. 
(a) If, as a result of litigation, Owner loses tide to the Facilities, loses control 
over the Facilities, or is legallyrequired or obligated to cease operating the Facilities; 
(b) If the Facilities is rendered incapable of normal operation for a period of 
twelve (12) or more months in succession. 
12.2 Liquidated Damages. Upon an event of termination as defined in Section 12, 
Owner shall notify Manager in writing that an Event of Termination has occurred, and upon said notification, 
Manager shall be required to remove all employees and vacate the premises within 14 days, and Manager shall 
be entitled to receive payment of liquidated damages as follows: 
(a) Reimbursement for payroll expenses incurred and any and all other 
incurred expenses for which Manager normally would be entitled to reimbursement under this Agreement as 
of the date of notice of termination; 
(b) Payment of any and all installments of the Base Management Fee due and 
payable as of the date of notice of termination; 
(c) Payment of an amount equal to sixty (60) days compensation (salary and 
fringe benefits) for the General Manager, Director of Golf, and Director ofAgronomy. 
13. INDEMNIFICATION. 
13.1 By Manager. The Manager agrees to indemnify, defend and hold harmless the 
Owner and its supervisors, members, managers, directors, officers, employees, attorneys, and agents, and 

their respective successors and assigns (collectively, the "Owner Indemnitees"), from and against any and all 

claims, liabilities, suits, causes of action, losses, damages, fines, penalties, liens, costs and expenses, including, 

without limitation, claims for personal injury, death, or property damage of any kind, and the reasonable fees 
and disbursements of counsel, consultants and other advisors incurred by any Owner Indemnitee 
(collectively, the "Losses"), related to or arising directly or indirectly out of or in connection with (a) the 
Manager's failure to conduct, supervise and manage the day-to-day operations of the Facilities, including, but 
not limited to the golf course, the clubhouse, and the related facilities, but excluding any activities conducted 
by Manager at the direction of Owner that are outside the scope of this Agreement, unless otherwise agreed 
to in writing by both parties; (b) matters arising from the gross negligence or willful misconduct of Owner; (c) 
the Manager's failure to perform, or the Manager's breach of, any other covenant, obligation or undertalting 
of the Manager set forth herein; or (d) any Owner Indemnitee defending any Third-Party Claim (as 
hereinafter defined) alleging the occurrence of facts or circumstances that, if true, would entitle any Owner 

Indemnitee to indemnification hereunder. 

13.2 By Owner. The Owner agrees to indemnify, defend and hold harmless the 
Manager and its members, managers, directors, officers, employees, and agents, and their respective 

successors and assigns (collectively, the "Manager Indemnitees"), from and against any and all Losses related 
to or raising directly or indirectly out of or in connection with: (a) the Owner's failure to perform, or the 
Owner's breach of, any covenant, obligation or undertaking of the Owner set forth herein. 

13.3 General Procedures. Any party seeking indemnification pursuant to this Section 
13 (the "Indemnified Party") shall promptly provide written notice (a "Claim Certificate") to the other party 
hereto obligated to provide indemnification hereunder (the "Indemnifying Party'') of any Loss or Losses 
giving rise to an indemnification claim hereunder, which Claim Certification shall state the basis for any 
anticipated liability, the nature of the Losses and, if then known by the Indemnified Party, any amount 
claimed in connection therewith. Ifthe Indemnifying Party objects to the indemnification of an Indemnified 
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Party in respect of any claim or claims referenced in any Claim Certificate, the Indemnifying Party shall 
deliver a written notice to such effect to the Indemnified Party within ten (10) days after receipt by the 
Indemnifying Party of such Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party 
shall attempt in good faith to agree upon the rights of the respective parties within thirty (30) days of receipt 
of such Claim Certificate with respect to each of such claims to which the Indemnifying Party has objected. 
If the Indemnified Party and the Indetnnifying Party agree with respect to any of such claims, the 
Indemnified Party and the Indetnnifying Party shall promptly prepare and sign a memorandum setting forth 
such agreement. Should the Indetnnified Party and the Indemnifying Party fail to agree as to any particular 
item or items or amount or amounts, then the Indemnified Party shall be entitled to pursue any available 
remedies provided for hereunder for resolving its claim for indemnification. 

13.4 Third-Party Claims. 
(a) Notice ofLosses. Promptly after the assertion by any thitd patty of any 
civil, criminal or other claim against any Indemnified Party (a "Third-Party Claim") that may result in a Loss 
for which such Indemnified Party would be entitled to indemnification hereunder, such Indemnified Party 
shall deliver to the Indemnifying Party a written notice describing in reasonable detail such Third-Party Claim; 
provided, however, that no delay on the part of the Indetnnified Party in notifying the Indemnifying Party 
will relieve the Indemnifying Party of any liability or obligations hereunder, except to the extent that the 
Indemnifying Party has been materially prejudiced theteby, and then only to such extent. 
(b) Assumption ofDefense. The Indemnifying Party shall have the right to 
assume the defense of any such Third-Party Claim, provided, thatthe Indemnifying Party confirms that the 
matter giving rise to the Third-Party Claim is within the scope of the Indetnnifying Party's indemnification 
obligations under this Agreement. If the Indemnifying Party assumes the defense of such Third-Party Claim, 
the Indemnifying Party shall at all times keep the Indemnified Party informed as to the progress of any Third 
Party Claim (including the delivety of all court papers filed in connection thetewith) and, provided that the 
Indemnified Party is fully indemnified and held harmless with respect threreto, the Indemnifying Patty shall 
have the authority to negotiate, compromise and settle such Third-Party Claim upon such terms and 
conditions as shall be mutually approved by the Indemnifying Party and the Indemnified Party. The 
Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any 
Third-Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but 
the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection 
with such participation. 
(c) Failure to Defend If the Indemnifying Party does not promptly assume 
the defense of a Third Party Claim or fails to pursue such Third Party Claim in a diligent manner, the 
Indemnified Party may assume the defense of and compromise and settle such Third Party Claim at the 
Indemnifying Party's expense. The Indemnifying Party shall cooperate in any such defense by the 
Indemnified Party. 
13.5 Method and Manner ofPaying Claims; Set-Off. Subject to the Indemnifying 
Party's right pursuant to Section 13.4 to defend, negotiate, compromise and settle a Third Party Claim, the 
amount of any Losses shall be paid by the Indemnifying Party forthwith on demand. 
13.6 Insurance. To the extent permitted by the insurance policies procured and 
maintained pursuant to Section 8 hereof or otherwise, each Indemnified Party does hereby waive and release 
any and all claims which it may have against the Indemnifying Party for any and all Losses to the extent that 
(a) such Losses are covered by any such insurance policies and (b) the proceeds of said insurance policies are 
paid to the Indemnified Party to the extent of such Losses. 
13.7 Survival; Exclusive Remedies. The provisions of this Section 13 shall 
indefinitely survive any expiration or termination of this Agreement as to claims ("Accrued Claims") based on 
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any event, condition, act or omission occurring during the term of this Agreement and as to Losses related to 
any such Accrued Claims. Except for remedies based upon fraud or equity, the remedies provided in this 
Section 13 constitute the sole and exclusive remedies for recovery against the Indemnifying Party based upon 
the failure of any Indemnifying Party to perform any covenant, agreement or undertaking required by the 
tenus of this Agreement to be performed by such Indemnifying Party. 

14. NOTICES. Any and all notices, consents, or directives by either party intended for the 
other shall be sent by registered or certified mail, return receipt requested, or by recognized overnight courier 
to the following address, unless either party shall have designated a different address by serving written notice 
of change of address on the other party by registered or certified mail. 
Owner 
c/o Governmental Management Services 
475 West Town Place, Suite 114 
World GolfVillage 
St. Augustine, Florida 32092 
Attn: Jim Oliver 

With a copy to: 
Hopping Green & Sams, P.A. 
119 South Monroe Street, Suite 300 
Tallahassee, Florida 32301 
Attn: Katie S. Buchanan 

Manager 
Honours Golf Company, LLC 
1960 Stonegate Drive 
Birmingham, Alabama 35242 
Attn: Robert B. Barrett 

15. ADDITIONAL TERMS. The Owner and Manager agree that the terms set forth in 
Exhibit ''B'' attached hereto and incorporated herein are an integral part of the Agreement and are binding 
upon the Owner and the Manager as if set forth herein. 
16. MISCELLANEOUS. The Owner and Manager agree as follows: 
16.1 Entire Agreement This Agreement sets forth the entire agreement of the parties 
hereto and cannot be changed or modified except by another agreement in writing signed by the party sought 
to be charged therewith or by its duly authorized agent. 
16.2 Non-Assignability. This Agreement cannot be assigned, encumbered or 
subcontracted by either party without the prior written consent of the other party, which consent shall not 
unreasonably be withheld, provided, however, that Manager as an entity may without Owner's consent 
perform some of all of its obligations hereunder through its parent companies, their subsidiaries or affiliates, 
and Owner may, without Manager's consent perform some or all of obligations hereunder through 
subsidiaries or affiliates of owner, providing there is no adverse impact on the Facilities' Annual Plan and 
Budget or the Facilities' operations. 
16.3 Executed Counterparts. This Agreement may be executed in one or more 
counterparts, each ofwhich shall for all purposes be deemed an original. 
16.4 Captions. The captions of various of the provisions of this Agreement are 
included for conveuience only, and are in no way to be construed as part of this Agreement or as a limitation 
upon the scope of the particular provisions to which they refer. 
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16.5 Successor and Assigns. This Agreement and all the provisions hereof shall be 
binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 
16.6 Governing Lawand Venue. This Agreement shall be governed and construed in 
accordance with the laws of the State of Florida. The parties hereto expressly and irrevocably consent to the 
jurisdiction of the Leon County, Florida Courts for the purpose of litigation or dispute resolution regarding 
enforcement of rights described in this Agreement. 
16.7 Severability. If any of the provisions of this Agreement shall be construed to be 
illegal or invalid, such construction shall not affect the legality or validity of any of the other provisions 
hereof, and the illegal. Or invalid provisions hereof shall be deemed stricken and deleted from this 
Agreement to the same extent as of never incorporated herein, but all other provisions hereof shall remain in 
full force and effect. 
16.8 No Third Party BeneBciaries. It is the intention of the parties to this Agreement 
that no third party shall have the benefit of or any rights under any of the provisions hereof. 
16.9 Non-Recordable. This Agreement shall not be recorded in any office or place of 
public record. 
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IN WITNESS WHEREOF, the parties have caused this instrument to be executed on the day and 
year first above written. 

OWNER: 

SOUTH VILLAGE COMMUNITY 
DEVELOPMENT DISTRICT 

By: ~~ 
Name: G,f.\."'---< 0 "--Rr;::;,~ 


Title: Its Chairman/ Vice Chairman 

MANAGER: 

HONOURS GOLF COMPANY, LLC, 

a Georgia limited liabiliry ,vmpany 

By: 
721;;C~. 
6~~ 


Robert B. Barrett 
Chief Executive Officer 

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EXHIBIT "A" 
SCHEDULE OF REOUIRED INSURANCE 


I. Property and Business Interruption Insurance. 
A. Owner shall provide all risk property insurance for the full replacement valne covering 
physiealloss or damage to all buildings and improvements now existing or hereafter erected which constitute 
the Facilities, which shall include extended coverage against such perils of fire, lightning, windstorm, collapse, 
and sprinkler leakage. Such policy shall also provide (a) comprehensive boiler and machinery coverage, 
including pressure vessels, air tanks, boilers, machinery pressure piping, heating, air conditioning, and (b) 
earthquake coverage, if applicable and available at commercially reasonable rates in the region where the 
Facilities are located. Such policy shall also cover all equipment, fixtures, motors, machinery, furnishings and 
furniture installed and owned or leased by Owner and used in connection with the Facilities or with the 
buildings and improvements upon or above the Site, including all alterations, rebuilding, replacements and 
additions thereto (as hereinafter defined) at the option of Owner. If any insurer, or any governmental agency 
or authority having jurisdiction over the Facilities, shall at any time require that the foundations be insured in 
order to relieve the insured from the responsibility as a co-insurer or for any other purpose, the obligations 
withrespect to insurance herein shall henceforth be increased to the extent so required. 

B. Owner shall provide Business Interruption Iusurance providing coverage in an amount equal 
to twelve (12) months of Net Operating Income at the Facilities, or such other amount as is mutually 
satisfactory to Manager and Owner. 
II. Liability Insurance. 
The Manager shall provide the following: 

A. Commercial general liability insurance against claims for bodily injury, death, property 
damage and sexual abuse and molestation occurring on, in or about the Facilities; Employee Benefits Liability 
insurance with a combined single limit for each occurrence involving personal injury, death or property 
damage (including any loss of use resulting therefrom) in an amount not less than that generally provided 
with respect to the Facilities, but in no event shall the limits of such coverage be less than One Million 

Dollars ($1,000,000) per location and per single occurrence and Two Million Dollars ($2,000,000) in the 
aggregate per location. For the avoidance of doubt, this policy shall be a location based policy. 

B. Liquor liability insurance having coverage terms at least as broad as those found in standard 
ISO forms. Such policy shall have an aggregate limit of at least One Million Dollars ($1,000,000) per single 
occurrence and in the aggregate. Upon consent of the Owner, which shall not be unreasonably witheld, 
Manager shall be entitled, from time to time, to desigoate such higher limits. In the event that Manager, or 
Manager's Affiliate, holds the liquor license for the Facilities, Manager shall be the named insured (and 
Owner shall be an additional insured) with respect to the foregoing insurance coverage. 
C. Automobile liability insurance on vehicles operated in conjunction with the Facilities against 
claims for damages on owned vehicles, non-owned vehicles, and uninsured motorist coverage (where 

required by statute), with a combined single limit for each occurrence involving personal injury, death or 
property damage (including any loss of use resulting therefrom) in an amount not less than that generally 
provided with respect to the Facilities, but in no event shall the limits of sucb coverage be less than One 
Million Dollars ($1,000,000) per occurrence. 

D. Umbrella liability insurance with limits of not less than Ten Million Dollars ($10,000,000) per 
single occurrence and in the aggregate. 
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E. Pollution insurance policy (including, but not limited to Herbicide and Pesticide coverage) 
with a limit of not less than One Million Dollars ($1,000,000) per single occurrence, including coverage for 
on-site and off-site clean up as well as third party coverage for on-site and off-site third party claims for 
bodily injury and property damage. 
F. Privacy liability insurance covering employee and member/guest data at the Facilities with 
limits as determined by Manager and Owner. This coverage does not apply to computers at facilities not on 
the Manager network or networks managed by Manager. 
III. Workers Compensation and Employer's Liability (provided that Manager employs the employees). 
A. Workers' compensation and Employer's liability insurance as may be required under 
applicable laws covering allofManager and its Affiliates' employees employed at the Facilities. 
B. Comprehensive crime insurance covering Manager employee theft and dishonesty with a 
limit of at least One Million Dollars ($1,000,000) per occurrence. 
C. Employment practices liabilityinsurance covering Manager employees with a limit of at least 
One Million Dollars ($1,000,000) per occurrence. 
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EXHIBIT "B" 
ADDITIONAL TERMS 


Manager Performance. 

A. Manager shall itntnediately notify the District Manager should it discover any issues or 
concerns that affect the public's health, safety and welfare, and shall itntnediately address and correct 
such concerns, specifically as such issues or concerns relate to Facilities involving licensing including 
but not limited to the restaurant, snack bar, cabana bar, and pool facilities and related inspections.. 
B. At all times during operation of the Facilities, Manager shall ensure responsible and 
proper staffing levels that meet the provisions of law and best practices. 
C. Manager shall ensure at all times there is a manager assigned to on-call duty, including 
nights and weekends. The individual designated to be on-call or on-site for such after-hours time 
periods shall be communicated to on-site staff working during such time periods. There shall always be 
management oversight, availability and communication. 
D. The General Manager shall attend the Board of Supervisors meetings, shall prepare a 
report and submit it to the District Manager at least eight days prior to the Board meeting, and shall 
include substantive updates andinformation as may be needed and/or requested by Owner. 
E. In providing the services set forth herein, the Manager shall use approved and effective 
chemicals in strict compliance with all labeling provisions and state and federal environmental guidelines. 
Further, the Manager shall take any action necessary to promptly comply with any and all orders or 
requirements affecting the Facilities placed thereon by any governmental authority having jurisdiction. 
However, Manager shall not take any action under this paragraph if the Owner is contesting or has affirmed 
its intention to contest any such order or requirement. The Manager shall promptly and in no event within 
more than forty-eight (48) hours notify the Owner in writing of all such orders or requirements. 
F. All purchases and dispositions made by the Manager will be in accordance with and subject 
to the Owner's procurement and purchasing policies, Rules ofProcedure, and subject to all requirements for 
procurement and purchases imposed by Florida law. 
G. All rates, fees, and charges proposed by the Manager must be adopted by the Owner in 
accordance with its Rules of Procedure and Chapter 190, Florida Statutes. The Manager agrees that it will 
not implement or modify any rate, fee or charge without meeting these requirements. 
II. Modification or Termination of Services. 
A. The Owner may elect to add additional services to this Agreement upon mutual 
agreement by the Owner and the Manager, as confirmed in a written addendum hereto. 
III. Public Records. 
Manager understands and agrees that all documents of any kind prepared in connection to or 
provided to the Owner in connection with this Agreement may be public records, and accordingly, Manager 
agrees to comply with all applicable provisions of Florida law in handling such records, including, but not 
limited to, section 119.0701, Florida Statutes. Manager acknowledges that the designated public records 
custodian for the Owner is Jim Oliver ("Public Records Custodian'). Among other requirements and to 

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the extent applicable by law, Manager shall 1) keep and maintain public records required by the Owner to 
perform the service; 2) upon request by the Public Records Custodian, provide the Owner with the 
requested public records or allow the records to be inspected or copied within a reasonable time period at a 
cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records 
which are exempt or confidential, and exempt from public records disclosure requirements, are not 
disclosed except as authorized by law for the duration of theTerm and following the contract term if 
Manager does not transfer the records to the Public Records Custodian of the Owner; and 4) upon 
completion of the contract, transfer to the Owner, at no cost, all public records in Manager's possession or, 
alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to 
Florida laws. When such public records are transferred by Manager, Manager shall destroy any duplicate 
public records that are exempt or confidential and exempt from public records disclosure requirements. All 
records stored electronically must be provided to the Owner in a format that is compatible with Microsoft 
Word or Adobe PDF formats. 

IF MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF 
CHAPTER 119, FLORIDA STATUTES, TO MANAGER'S DUTY TO PROVIDE 
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE 
PUBLIC RECORDS CUSTODIAN AT 1-904-940-5850, JOLIVER@GMSNF.COM, 
OR 475 WEST TOWN PLACE, SUITE 114, ST. AUGUSTINE, FLORIDA 32092. 

N. Limitations on Governmental Liabili!)'. 
Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the 
Ownerbeyondanystatutorylimitedwaiver ofimmunityorlimits ofliabilitywhichmayhavebeen adoptedby 
the Florida Legislature in section 768.28, Florida Statutes, or other statute or law, 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 lmmunity or by operation of law. 

Troon is in the process of obtaining quotes for property and liabilityand property insurance coverage. Troon 
will do all of the investigative work for Troon to hold premium on baht. Ifit is cheaper, then Troon will do 
both. If liabilty is different, the Troon would cover the difference between the Troon coverage at 
$10,000,000 and CDD coverage at $1,000,000. 

In no event it would cost CDD more money. 

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