Lake Ashton Community Development Distr;ct
&
Lake  Ashton II
Community Development District Joint Meeting

March 13, 2020

Lake Ashton Community Development District
&
Lake A	hton II
Community Devel'opment District
5385 N. Nob Hill Road, Sunrlse, Florida 33351 Phone: 954-721-8681 • Fax: 954-721-9202

March 6, 2020

Board of Supervisors
Lake Ashton Community Development District Lake Ashton II Community Development District

Dear Board Members:

The joint meeting of the Board of Supervisors of the Lake Ashton Community Development District and Lake Ashton II Community Development District will be held on March 13, 2020 at 11:00 a.m. at the Lake Ashton II Health & Fitness Center, 6052 Pebble Beach Boulevard, Winter Haven, FL 33884. Following is the advance agenda:
Roll Call and Pledge of Allegiance

Approval of Meeting Agenda .

Public Comments on Specific Items on the Agenda (speakers will fill out a card and submit it to the District Manager prior to beginning of the meeting)

Approval of the Minutes from the November 8, 2019 and November 15, 2019 Meetings

Discussion Regarding Resident Requests to Convey Portions of Newly Acquired Golf Course Property

Approval of Golf Course Policies (requested by Supervisor Zelazny)

Discussion Regarding Joint Resident Feedback Survey

Supervisors Requests and General Public Comments

Adjournment

MINUTES OF MEETING LAKE ASHTON
COMMUNITY DEVELOPMENT DISTRICT AND
LAKE ASHTON II COMMUNITY DEVELOPMENT DISTRICT

The joint meeting of the Board of Supervisors of the Lake Ashton Community Development District and Lake Ashton II Community Development District was held on November 8, 2019 at 11:00 a.m. at the Lake Ashton II Health & Fitness Center, 6052 Pebble Beach Boulevard, Winter Haven, Florida 33884.

Present and constituting a quorum:

Mike Costello Borden Deane Bob Ference Bob Plummer Harry Krumrie

Doug Robertson James Mecsics Stanley Williams Carla Wright Bob Zelazny

Also present:

Jillian Burns Jan Carpenter Sarah Sandy Alan Rayl Christine Wells Mary Bosman
Numerous residents

Lake Ashton COD  Chairman Lake Ashton COD Vice Chairman
Lake Ashton COD Assistant Secretary Lake Ashton COD Assistant Secretary Lake Ashton COD Assistant Secretary

Lake Ashton II COD  Chairman Lake Ashton II COD Vice Chairman
Lake Ashton II COD Assistant Secretary Lake Ashton II COD Assistant Secretary Lake Ashton II COD Assistant Secretary

District Manager
Lake Ashton COD District Counsel Lake Ashton II COD District Counsel Lake Ashton II District Engineer
Lake Ashton COD Community Director Lake Ashton II COD Community Director

Please note that due to a lot of background noise and conversations portions of
the meeting cannot be transcribed verbatim where the recording is inaudible.

FIRST  ORDER OF BUSINESS	Roll Call and Pledge of Allegiance
Ms. Burns called the roll and the pledge of allegiance was recited.

SECOND ORDER OF BUSINESS	Approval of Meeting Agenda
Ms. Burns: The first thing we have is Approval of Meeting Agenda. Anybody have any additions? It is fairly short for us today. If not, do we have a motion from Lake Ashton?
Mr. Williams: We did say we were going to add that due diligence item, right? Ms. Sandy: We did say were going to. Can Bob speak on it? Alan left.

On MOTION by Mr. Deane seconded by Mr. Plummer with all in favor the meeting agenda was approved as-amended  by the Lake Ashton COD Board to include the discussion on the inspection report.

Ms. Burns: Alan is here. I think we were planning to discuss how Alan did an inspection report of the golf course and I think perhaps both Boards wanted to discuss that jointly, so if you are so inclined to add that after we discuss the interlocal, I think we would be looking for a motion to approve the agenda with the discussion of Alan's inspection.

On MOTION by Mr. Mecsics seconded by Mr. Robertson with all in favor the meeting agenda was approved as-amended by the Lake Ashton II COD Board to include the discussion on  the inspection report.

Ms. Burns: And Lake Ashton II COD?

THIRD  ORDER OF BUSINESS	Public	Comments	on	Specific
Items on the Agenda (speakers will fill out a card and submit it to the District Manager  prior to beginning of the meeting. Individuals providing speaker cards will also have an opportunity to speak prior to Board action)
Ms. Burns: That brings us to Public Comments. I only have two. The first is Mr.
Steve Realmuto.
Mr. Realmuto: Hello. I am still Steve Realmuto from Lake Ashton  in Lake Wales and the Lake Ashton community. I will keep my comments very brief since I have made most of them before, but I did want to repeat just a few, since I don't believe  all of the  COD Supervisors were here earlier. Basically, I would just like to urge both Boards to consider the benefits to both CDDs and our entire community of approving the  interlocal.   I also want to urge both Boards to take the steps necessary to close on the entire property in December if possible to minimize the closing costs for the entire community.  It is time  to get it done. Thank you.

Ms. Burns: Next is Mr. Richard Sutherland.
Mr. Sutherland: My name is Richard Sutherland and I live on Pebble Beach Boulevard in Winter Haven. I simply want to say thank you for what I think  is the action  that you are taking that will save our community. I think it is so significant that I would suggest that it could be posted at either club or at both clubs because you have actually saved our community in my opinion and I thank you very much.

FOURTH ORDER OF BUSINESS	Approval of the Minutes from the
September 27, 2019 Meeting
Ms. Burns: Up next would be Approval of the Minutes from the September 27, 2019 Meeting. Unless anybody has any changes, we would be looking for a motion to approve them from each District.

On MOTION by Mr. Deane seconded by Mr. Plummer with all in favor the Minutes from the September 27, 2019 Meeting were approved by the Lake Ashton COD Board.

On MOTION by Mr. Robertson seconded by Mr. Zelazny with all in favor the Minutes from the September 27, 2019 Meeting were approved by the Lake Ashton II COD Board.

Ms. Burns: And for Lake Ashton II COD?

FIFTH ORDER OF BUSINESS

Consideration of Draft lnterlocal Agreement between lake Ashton CDD and lake Ashton II COD Regarding Acquisition, Operation, and Maintenance of the Golf Club

Ms. Burns: Up next is Consideration of Draft lnterlocal Agreement between Lake Ashton COD and Lake Ashton II COD Regarding  Acquisition,  Operation,  and Maintenance of the Golf Club. I am going to turn it over to Sarah, who is going to introduce and I think Jan will also jump in, as well as the two Supervisors who are designated to negotiate this agreement.
Ms. Sandy: Hi, good to see you all again. I know it has been a couple weeks, and since I have last seen the Lake Ashton Board, my office has been working diligently with your counsel to come up with an interlocal agreement that we think would be acceptable to both of our Boards that would be in the spirit of the goal that both of the Boards have

expressed and the acquisition moving  forward.  The draft that you  have in front of you,  we were working on up until yesterday, so apologies for sending it out late. We also included a one page summary that you have hopefully been able to go through.  I will briefly discuss the structure. Forgive me if you were here before. I went through this just before at our meeting before this, so I will be repeating myself somewhat.
Ms. Carpenter: Excuse me, Sarah. I will just let you go through, then I will go back to my Board and talk about anything rather than interrupting you during your explanation. That is probably the easiest way.
Ms. Sandy: Okay. So, under this interlocal agreement, at the December closing this year, Lake Ashton COD would receive ownership of the East course, which is the 18 consecutive golf holes located within Lake Ashton COD, and Lake Ashton II COD would receive ownership of the West course, the 15 holes within Lake Ashton II COD, plus the 3 related holes that are in Lake Ashton COD and the pieces of the golf club parcels that are also within Lake Ashton COD. Lake Ashton COD would pay Lake Ashton II COD a total of $230,000 over two payments with the first one being due in December of this year. The second would be a year later. Lake Ashton COD would also be responsible for its remaining due diligence costs. That $230 number was calculated based on the amount that Lake Ashton COD said they were comfortable with, $250 less the estimated amount of due diligence that would be left. Lake Ashton COD would receive a title policy for the East course in the amount of $250,000 as well as we would confirm that the seller would convey marketable title. Under the purchase and sale agreement, Lake Ashton COD and Lake Ashton II COD would enter into a long-term, what we are proposing lease agreement relating to Lake Ashton II CDD's lease of the East course from Lake Ashton COD. Under that lease agreement, Lake Ashton II COD would be responsible for the maintenance repair, replacement, and operation of the golf club in both the East and the West, except for the pathways, ponds, and bridges in Lake Ashton COD, which Lake Ashton COD would retain responsibility for the maintenance of. There would additionally be equal use and access rights to the golf club for both the landowners and residents in both communities to both of the courses in each of the Districts. There would be an obligation under both Districts to maintain the pathways, bridges, and ponds in their respective boundaries. Lake Ashton II COD would maintain the pathways, bridges, and ponds in the

areas in Lake Ashton COD until such a time if we can receive a boundary amendment to bring them in, those 3 holes that we could bring into Lake Ashton II CDD's boundaries. Lake Ashton COD would agree to support Lake Ashton II CDD's efforts to request recreational powers from the city, additionally its efforts to have the boundary amendment for the parcels I just discussed. Additionally, Lake Ashton COD and Lake Ashton II COD would cooperate to set equal fees. Lake Ashton II COD would set these fees with Lake Ashton COD, agreeing to support or set the same fees and rates for the landowners, residents, and golf club users for the East course. Additionally, both Districts  would  record a perpetual nonexclusive easement to the benefit of the other District, landowners, and residents over the pathways and bridges within its ownership. So, those are kind of  the highlights. I don't know if you have anything else to add, Jan?
Ms. Carpenter: No, I think you did a good job summarizing. There are a couple things I want to point out to our Board because I didn't get to talk to all of the Board members. Things are little different from the exact wording of how the Board approved it to make sure you are understanding everything here, and there are a couple things we didn't see the first time, so we want to make sure everybody is aware of where we are. I think we are actually in a good place. A couple more things I just want to make sure there is full understanding. On the first part, the ownership of the East course versus the West course, I think our Board had originally thought they would take title to everything in Lake Ashton COD, and later convey those 3 holes and parcels to Lake Ashton II COD, but the way the agreement is structured, Lake Ashton II COD wants to take title to those immediately and then work on the COD boundary amendments and approvals for operations by Lake Ashton II COD. So, that is a little different from what you originally approved and I want to make sure that you are all aware of that. One thing we may need to think about is if you can't get the powers or change the boundaries of the COD.
Ms. Sandy: I think we are comfortable with property outside of our boundaries and because there was consent included within the interlocal agreement.
Ms. Carpenter: So, you are comfortable with that? Ms. Sandy: Yes.
Ms. Carpenter: Okay. Just wanted to make sure because that is a difference and I wanted our Board to be aware of it. The second thing is the purchase price. We said

this District will pay $250,000. Because the survey and environmental work are not done,  it seemed more appropriate for Lake Ashton COD to have its own survey and review, so they cut the cost back to $230,000 with approximately $20,000 to be paid for by Lake Ashton  COD directly.   So, the cost  is still  $250,000  and that  is why  we  still marked the
$250,000 title policy because that is what you are paying, but it saves them for having to have the work done on Lake Ashton CDD's behalf and review it for us and we have to review it, too. The long-term lease agreement, we want to look to see if a contractual agreement or other type of agreement would be appropriate, would contain the same terms. Lake Ashton II COD would take care of the golf course, operate it, and have full control over the day-to-day operations of the golf course. We just want to take a quick look at statutory case law to see if there is harm from one District to the other by calling it a lease rather than a contract or some other type of agreement. We want to ensure we are not imposing income tax, sales tax, or additional liabilities or costs by calling it a lease because a lease under state law has some nuances. A lease probably will be fine, but you don't want to commit it will be a lease and not a contract of some kind that does everything we talked about where Lake Ashton II COD completely runs the golf course, controls it, and is responsible for everything but the paths. So that is the only caveat that we have with the word lease, if we wanted to change it to contract or agreement, but they wanted to keep calling it a lease. I can't say it is in your best interest at this point, and I would need a little more time to look at it and do some research on the law to check. Everything else is the same. We will maintain our ponds, paths, and bridges. Equal use, equal rates. We specifically wanted to put taxes, if we don't receive anything from the tax collector, Lake Ashton II COD will pay those taxes as part of operating for the golf course. Those are things that will be addressed in a lease agreement and there are a few of those ideas, but everything else is the same. We have come a long way. The only issues we really have from a legal perspective are the fact that because this is happening so late in the contract that Lake Ashton COD has with the seller, the due diligence periods have just about run out.  November 15t h   is the date for any property-related issues and it would pretty much be impossible to have a property inspector go out and look at the property. You can't get an environmental report done in time. The environmental concerns me for necessary legal issues, and it is somewhat important there is some understanding that

under state and federal law, there is an innocent landowner defense that if someone buys real property and does environmental due diligence that is customary  for  the area they are in, there is a standard and the proposals are requested and included in that standard and it is clean, then you have that defense if someone buys it down the road. You are an innocent landowner, you did what you should do. Because you are doing this, if something comes up and there is a problem, one it would be after the 15t  h,  so we couldn't get out of the deal, and two, there would be liability because we didn't finish the due diligence before we got out of the contract. So, we still recommend the due diligence be done. I have gotten the impression from everyone that you don't feel there are any problems, but as a lawyer, I know there is a historical review that is done and you sometimes find things you don't expect to with real estate  acquisitions.  We will get it  done, but we may not be able to get out of the deal if there are problems found. Hopefully there won't be any, but that is a potential risk.
Mr. Deane: So, we would have to pay for it if anything is found?
Ms. Carpenter: Yes. Lake Ashton  II COD will have theirs done I think within the  next day or two, so we will be able to look at theirs.
Ms. Sandy: It will be done by next week.
Ms. Carpenter: Okay. So, we will be able to look at theirs before the 15th.  If they  find anything, we can certainly hope that it is going to be the same historic records, but there is a slim chance that there could be something else. Also, I understand Lake Ashton II COD has found some issues on the cart paths and all. They are asking for repairs.
Ms. Sandy: We can address that afterwards. Alan did an  inspection  with Supervisor Zelazny and there is an email with some pictures in our agenda  that we will  get to after the interlocal agreement.
Ms. Carpenter: Okay. Does that cover both golf courses? Ms. Sandy: Yes, they did both.
Ms. Carpenter: Okay. If it covers both, that is great and we will be able to take advantage of the work we have done so far. If this Board wants to have our engineer go out and double-check things to see if we can get somebody to run out there quickly or have the Board do it, we can. The title and survey, we will be able to look at the title and survey, but again, we are probably past the point where we can object too much. Again,

Hopping Green has a good real estate attorney reviewing  their title,  and they  have sent us their comments. We still need to finish looking at it. I don't think there  is anything,  it  has been financed and refinanced, so the odds of there being  anything  are really slim,  but the lawyers felt we really need to make sure everybody understands the risks and benefits, and I think we are all clear and everybody is happy with the benefits,  but there are some typical real estate risks.
Mr. Costello: Environmental issues. I know you said there could be some.
Ms. Carpenter: The standard environmental Phase I audit is done  under  a standard where the environmental professional, who should be a properly licensed engineer or similar permitted people can do this, will walk the property, look to see if they see any stained soils or potential problems out there, do a survey, look at title, do record searches of all of the environmental jurisdictions the city and the federal government, they will do searches on the property descriptions so they will find any problems with storage tanks, pesticide, insecticide, and arsenic issues, etc. Again, this was refinanced I think around 2009 by the developer, so assuming there was nothing there, and the odds are really good that there are no problems, but it is something to be aware of that something could show up and then you have to deal with whatever it is.  Title and  survey  we can  deal with, again, marketable title means clean title, but it doesn't mean that  there  is nothing out there that you don't like. We are past the point of saying you don't like something so we will be limited to being aware of what is out there. I don't foresee any problems, but we will look at everything that is out there. I just wanted you to be aware because it is so late in the game, we are a little bit behind things. Lake Ashton II CDD's attorney had volunteered to see what we have. The only other thing, any  other  inspections, we have passed the time, that is where the bridges and things come in. We don't have any buildings, so we don't need any building or construction inspections. So, that is where we are. The issue on the interlocal, we are looking for the Boards to approve the interlocal, subject to approving the form of contract for operating it.
Ms. Sandy: We are trying to finalize that within the next week.
Ms. Carpenter: Okay. That is included as an attachment to the interlocal. There are two ways we can do this. We can approve the interlocal, or approve it subject to that other contract being approved and the Board can delegate someone to handle that. If

that is the case, we can just talk as a Board about certain parameters, or the Boards can meet again, which I know folks probably don't want to do, to approve the lease agreement once it is finalized.
Ms. Sandy: We continued our meeting earlier to next Friday, albeit with the due diligence period ending then, we figured we would need to anyways, and also to allow us to execute the lease agreement and approve that. If the Boards  wanted to  do that, as  well with this meeting, we could. Part of the reason we wanted to include the agreement  as an exhibit to the interlocal agreement, it would be executed at closing, but it would give both Districts comfort that we have negotiated it, it is in final form, it is attached to the interlocal, and it is this document  not in substantial form, but this version to be executed  at closing so everybody is clear on the terms.
Ms. Carpenter: And that does make sense. That is an intrical part of this. Lake Ashton COD is giving over control for operations to Lake Ashton II COD and will cover some of the provisions we talked about with taxes and operations.
Ms. Sandy: I know Jan went through this already, but what we have recommended to our Board and what we feel very strongly on, is asking for a long-term lease agreement that has lease-hold .interest  on the property.  There are several different reasons  for that. I know Jan has raised some issues of concern that she wants to look into on behalf of  Lake Ashton COD, and she will, but we feel strongly that a lease is needed  in order  to fully commit to operating this as a golf club, doing it long-term, we are showing our commitment to investing in this golf course and in this golf club and community, putting a lot of money into it, so we want to see the commitment on both sides as a long-term lease that would bind both communities.
Mr. Costello: How long before we can get copies of the agreement? We didn't receive the information for this meeting until late last night. It is not as if it is a long document, but by the same token, we need time to go through it thoroughly. I am hoping that we won't get another document next Thursday night for a Friday meeting.
Ms.  Carpenter:  I think Sarah said they have a draft about ready.  If we can get it  by tomorrow, we can commit giving initial comments. I think we need time  for  the attorneys to get through the legal issues before the Boards have to deal with them. I think that it would make sense to send it to the Boards by Monday afternoon, and perhaps

delegate  to someone else if there are other  issues that we need to work through.   Then,  if we need to call on the delegated person, we can always do that Tuesday, or soon after, but at least the Boards would have the information earlier  that way.  I think  we are there on the interlocal, we pushed both sides as hard as we could. I think we are good on both sides and I think we have everything we need, or at least I think we have everything this Board needs from a property standpoint of owning, having the obligations to maintain our side, and to have the other side operate. So, I think we have what we need.
Mr. Costello: My other question is you said  a lease  agreement  will take COD #2 as far as operating the golf course tax-free so we do not get them into a situation where they are spending more money than they have to.
Ms. Carpenter: Exactly. And no matter what we call it, Lake Ashton II COD will have the same rights. I just don't want to call it a lease and find out we have to put an income tax, property tax, sales tax burden on them under that agreement. I am not strong enough on some of those tax and accounting issues to be able to say that off the top of my head. I know sometimes we structure things and we call them contracts, and we are looking for a 30 year term. Again, there are issues related to tax and accounting that may make a difference. They are looking for a 30 year contract to operate, and as long as they're operating the golf course, both sides would be operated together as a joint facility. They couldn't stop operating the East side or the West side, unless it was part of a renovation or repair, which the residents would be given notice on. I don't think we have any issues with the terms of it, but we want to make sure we don't make it something that applies an obligation on one side or the other that we didn't anticipate. Sometimes insurance rates are also different when you are lessor or owner. It shouldn't take more than a day or two, but again, we want to make sure we don't step into something inadvertently that could've been avoided.
Mr. Robertson: We are all in this together. We just want to have a single community golf course and operate it together. We need to come to that conclusion because we are one community.
Ms. Carpenter: Exactly. We are a little behind the 8 ball on our side,  so we just need to make sure it is right for both parties. We will do that as soon as we can.
Mr. Mecsics: I would recommend having Bob and myself continue on.

Ms. Carpenter: I think it worked well last time where we had a call first with the lawyers, got through some of the initial issues, and then we had a call with both Board members. I think that works.  I would like to get this to our Boards  early so they can give us any input because we didn't have time with the interlocal to do that.

On MOTION by Mr. Robertson seconded by Mr. Zelazny with all in favor the interlocal agreement was approved by the Lake Ashton II COD Board in substantial form; subject to finalizing the lease; and Mr. Mecsics was delegated authority to work with District Counsel to finalize the lease documentation.

Ms. Sandy: I think we are looking at this time to approve the interlocal agreement in substantial form, subject to finalizing the lease over the next week, with authority to Mr. Mecsics for the Lake Ashton 11 COD Board to work with myself to finalize the lease.

Ms. Burns: And we would be looking for a similar motion from the  Lake Ashton  COD Board, with the caveat that instead of Jim, it is Bob Plummer to negotiate.

On MOTION by Mr. Deane seconded by Mr. Costello  with all in favor the interlocal agreement was approved by the Lake Ashton COD Board in substantial form; subject to finalizing the lease; and Mr. Plummer was delegated authority to work with District Counsel to finalize the lease.

Ms. Burns: Our next item is the inspection report, and apologies  to the  Lake Ashton COD Board since this was not originally on the agenda. I do have iPads for you where I brought this up so you can view the photos. The inspection report has lots of photos. All right. We will turn things over to Alan to kind of go through what he found and then you can ask him any questions.
Mr. Rayl: Thank you, Jill. As the email says, Supervisor Zelazny and I took a cursory golf cart tour around the golf courses and looked at the overall condition of the infrastructure. We looked at areas of erosion, we looked at the drainage areas that carry the runoff and fairways into the ponds, we looked at areas of cart paths, undermining areas where some of the cart paths were broken, there is a section of a cart path that was never completed, and then we also looked at bridges, mainly the bridge encroachments. There was a theme of similar issues we saw that can be covered through some regular maintenance. I didn't see anything that was in a fully failed condition that would permit

continued use where we would have to shut down the golf course holes to resolve anything, but there are issues that deserve some attention, and I would expect are some things that will continue as part of regular maintenance of the golf course infrastructure. We took some photos and I have attached them from specific locations that represented general examples of some of these things you are going to find throughout the golf course. What I stated in our previous meeting, I spoke with a resident since when I was under the impression that I didn't think some of these needed to be attended to, but now I think that they do. It isn't to any such degree that I feel we are buying that wasn't appropriate, these are just regular maintenance items. The first photo shows a poorly repaired area of erosion under a cart path. You can see at the very top of the photo the erosion on the other side of the cart path, and what they have tried to do to try to stabilize the downstream side, it doesn't appear that they addressed the source of the problem so that would be something that I would recommend be approached to resolve this and not just try to keep band aids on what is happening and really analyze what is going on that is causing this and affecting that repair. Other photos attached are pretty common around the golf course, the flumes that carry runoff, flow from the fairways into the ponds, many of them have failures of the downstream discharging in. None of these things would put them out of compliance with any of the S.F.W.M.D. permits, it is just maintenance issues. Honestly, many times when water levels are up and these broken areas of the flumes are below water, there is no additional opportunity for the erosion to continue undermining.
Mr. Robertson: In many cases you have discussed that you would like to slow the
water down rather than speed it up, and going forward,  we would  look at that differently  so that it would cascade down. As we address these things going forward, we will take a slightly different approach.
Mr. Rayl: Correct. The fifth photo  had minor erosion at Pond #15N, which is Hole #5, you can see there is a gravel landscaping area on the upstream side and erosion  going into the pond on the downstream side. Areas like that are very simple to fix and resolve, and they will occur on their own through just the natural course of maintaining things, but it is not an irreversible situation and it is not hard to fix, either. There are more photos of flumes and bridge approaches were another area where we saw consistent issues with erosion both outside of the structure of the bridges where the cart paths meet

the bridge approaches, and abutments the bridge sit on that are held with some landscaping timbers for the most part in a lot of areas. They are losing soil out from under those timbers. Again, it is a reparable  condition.  The last photo I have there is one of  them where the erosion has grown and is starting to take some concrete with it.  That repair would involve a little more than just the approach because it would involve the concrete, as well. Again, it is not anything that can't be resolved.
Mr. Robertson: We had a similar issue on the bridge on Hogan where those exact things were happening. It is a simple design project and addressed it as normal maintenance and solved it.
Mr. Plummer: These issues, as well as the ones you talked about  the  other meeting on the West, are all of those in totality being negotiated as part as getting those repairs prior to purchase?
Mr. Zelazny: We have brought it up to Sarah and the other lawyers to negotiate to see if we can get a reduction in the price of the golf course based on the necessary repairs, or have them repair it before we take over. They might not accept them as necessary to be repaired. As Alan was saying, nothing puts us in an unsafe or unusable manner, so we are trying to negotiate either to have them fix them, or to give us some kind of compensation on the purchase price, and as a result of those negotiations, we will know what happens.
Mr. Robertson: And our Board authorized Jim to continue with Sarah and your Board authorized you, so it is your call to continue to negotiate that.
Mr. Plummer: My question was because you are addressing issues you found on both the East and West courses. That is the main question.
Mr. Robertson: Yes. We have canvassed the entire 36 holes.
Ms. Carpenter: From a procedural standpoint, we can't negotiate directly with the developer. They have a contractual right.
Mr. Plummer: I am aware of that. I understand  that.  I just wanted  to make sure that they are all included within that negotiation, both East and West because we would  like to start with the slate as blank as possible as far as maintaining everything as well as you do on the other ·side. I think you have come to that with your inspections, and I have the upmost confidence that you are negotiating for both of them.

Mr. Williams: You may want to look at it yourself a little bit closer because in the negotiations there are no considerations for ponds or bridges.
Ms. Carpenter: What I would suggest for our Board, whether one Supervisor wants to walk through or our engineer wants to, just to see if there is anything else to add to the list. You may not need to do it since Alan has done it, but it is something to consider.  There is only a tiny period of time to discuss this.
Mr. Plummer: I am comfortable with the inspection done by Alan and Bob  and going through it. I don't know if we have much time to do what you are suggesting.
Ms. Carpenter: No. I think the only issue is just because it was said publicly that there are no health or safety issues, we just want to make sure that is something this  Board agrees with, that there is nothing hazardous on our side because again, if they are going to operate it on Lake Ashton CDD's behalf, you have to make sure we  are not turning over any unsafe conditions. There are some obligations on our side.
Mr. Zelazny: Bob, I would just suggest that you take Alan's  report  and take the drive around. We did it about two hours, something like that. Just make sure those areas you are concerned with are included in Alan's report to the seller. I know Stan does have some concerns. Just so you know, we looked at the fact that the golf course  in your case is around 17 years old. Ours is around 12 years old. This isn't a brand new golf course. There is fair wear and tear. Alan  and I didn't  address  those things.  We didn't address  the ponds because the ponds are one of the reasons we are in the situation we are in today. He is not going to spend the money to get it up to get rid of it. The bridges  we  found to be structurally sufficient, but there are boards that are dry rotting that need to be replaced, but it didn't appear to us to be critical. Stan believes that it is and should be
. looked at, though.
Mr. Rayl: And to be clear, where I stood on health and safety and existing hazardous conditions, I didn't see anything like that. There are areas that if not given some attention will turn into that, the undermining cart paths and things like that. As it sits today, I don't see that we are buying an area where we know we have a liability issue sitting there right now. We identified the areas that deserve some ongoing regular maintenance attention, and certainly an undermining cart path has the opportunity to become a hazardous condition if it is not addressed.

Mr. Ference: Having said all of that, is it appropriate for us to approve the interlocal agreement as-spoken?
Ms. Burns: We already did that.
Ms. Carpenter: This is just a walk-through from Alan and what his view of what is out there so they could approach the seller about. If the Lake Ashton COD Board chooses to go out and look at the places themselves to see if there is anything else they would like to add or address, you can.
Mr. Deane: If the settlement goes within the next week, I don't want to get a call from the operators of the golf course saying we have to replace 6 cart paths or something. That is what I am concerned about.
Ms. Carpenter: And that is probably something you are going to want to have a full inspection at some point in the future built into the budget for next year because there is some work that needs to be done. I think it has been a while since that has been done.
Mr. Deane: There is a lot of work that needs to be done. I understand, none of it may be health related at this present time, but I don't want them to say next year we need to replace 7 cart paths or something like that which is going to be a large  expense because we are responsible for the cart paths and expenses. If they are purchased today, they should last more than a few months or a year I think. That is my opinion at least.
Ms. Carpenter: And that is something Alan said, there is nothing right now that needs immediate work. There is some normal wear and tear, but from a total protection, you may want one of the Board members or the engineer go out and do a quick walkthrough to confirm that there is nothing else. Then, you can think about putting something in the next budget for repairs of cart paths and ponds in case it is needed, but you might still want to have somebody go out there on Monday just to quickly  see if there is anything else that was missed or that they feel is more dangerous. Is there somebody who would like to do that? Bob? You can also ask the engineer to accompany  you.  Just let Jill know and she can arrange that. I think that can fall under  Bob's  lease work.  We just have to have something that if any health or safety issues are found, they would have to be remedied. That is a standard under any kind of operating agreement. The actual repairs, we would have time to put that together to come up with a capital improvement plan for the paths and things so they can be budgeted for.

Mr. Costello: And I think we realize that there are going to be repairs that are going to have to be done, but it is not like we are going to have to replace everything all at once. We will have to take care of the areas that are as you said, are a hazard where somebody could get hurt, but as far as the rest of it goes, I think piece by piece you  can probably  take care of it in a reasonable amount of time.
Ms. Carpenter: That is what it appears from Alan's report. There is nothing that needs to be addressed immediately. Again, it will be helpful for Bob to go through that walkthrough, too, so our Board feels comfortable with everything.

SIXTH ORDER OF BUSINESS	Supervisor Requests and General
Public Comments
Ms. Burns: Next we are on to Supervisors requests and general public comments.
Is there anything from the Board to discuss before we turn it over to the audience?
Mr. Williams: Just something on our side, the due diligence, what about the ADA report? Was that on the list to be done?
Ms. Sandy: To be discussed with the seller?
Mr. Williams: Yes. Or are we going to be paying for that?
Ms. Sandy: Originally when we were discussing the budget, we were including the costs to fix it in our operating budget. Lake Ashton II COD,  when  they purchase  it, the golf course would pay to make those changes.
Mr. Williams: Is it going to come out of our reserves or the golf course operations? Ms. Burns: That is up to the District.
Mr. Williams: Okay.
Ms. Carpenter: We should have an approval for the District Manager and Bob to authorize a survey and environmental contracts to be signed and begun immediately.

On MOTION by Mr. Deane seconded by Mr. Krumrie with all  in favor Supervisor Plummer and the District Manager were authorized to enter into agreements for the survey and environmental work to be done for Lake Ashton COD.

Ms. Carpenter: In the event that either should need a little bit of extra work, would the Board be comfortable delegating authority to Bob up to $3,000 for doing additional due diligence if needed?

Mr. Costello: I would say it should be a $5,000 limit.

On MOTION by Mr. Costello seconded by Mr. Deane with all in favor Supervisor Plummer was authorized to spend a not­ to-exceed amount of $5,000 for Lake Ashton COD for any additional necessary survey or environmental due diligence.

Ms. Burns: Anyone else before we turn it over the audience? General comments?
A resident: A comment was made that there were no buildings on the Lake Wales side.  I believe  there is at least one, which  is the bathrooms,  and the reason I bring it up is because on the other side the water wasn't actually connected,  so those  are the kinds of things you might want to be aware of. Also, there was question about whether  to call this a lease agreement or something to that effect? Why not simply call it an operating agreement and let it be that?

SEVENTH  ORDER OF BUSINESS	Adjournment
Ms. Burns: I think we were thinking about continuing the meeting until 10:00 a.m. next Friday? Do we have a motion to continue the meeting from Lake Ashton COD?

On MOTION by Mr. Costello seconded by Mr. Deane with all in favor the meeting was recessed to reconvene on November 15, 2019 at 10:00 a.m. at the Lake Ashton II Health & Fitness Center, 6052 Pebble Beach Boulevard, Winter Haven, Florida 33884.

Ms. Burns: Do we have a motion to adjourn from Lake Ashton II COD?

On MOTION by Mr. Robertson seconded by Mr. Zelazny with all in favor the meeting was recessed to reconvene on November 15, 2019 at 10:00 a.m. at the Lake Ashton II Health & Fitness Center, 6052 Pebble Beach Boulevard, Winter Haven, Florida 33884.

Lake Ashton CDD	Lake Ashton II CDD

Assistant Secretary/Secretary	Assistant Secretary/Secretary

Chairman/ Vice Chairman	Chairman/ Vice Chairman

MINUTES OF MEETING
LAKE ASHTON COMMUNITY DEVELOPMENT DISTRICT
AND  LAKE ASHTON II
COMMUNITY DEVELOPMENT DISTRICT

The continued joint meeting of the Board of Supervisors of the Lake Ashton Community Development District and Lake Ashton II Community Development  District held on November 8, 2019 was reconvened on November 15, 2019 at 10:00 a.m. at the Lake Ashton II Health & Fitness Center, 6052 Pebble Beach Boulevard, Winter Haven, Florida 33884.

Present and constituting a quorum:

Mike Costello Borden Deane Bob Ference Bob Plummer Harry Krumrie

Doug Robertson James Mecsics Stanley Williams Carla Wright Bob Zelazny

Also present:

Jillian Burns Jan Carpenter Mike Eckert Christine Wells Mary Bosman
Numerous residents

Lake Ashton COD  Chairman Lake Ashton COD Vice Chairman
Lake Ashton COD Assistant Secretary Lake Ashton COD Assistant Secretary Lake Ashton COD Assistant Secretary

Lake Ashton II COD  Chairman Lake Ashton II COD Vice Chairman
Lake Ashton II COD Assistant Secretary Lake Ashton II COD Assistant Secretary Lake Ashton II COD Assistant Secretary

District Manager
Lake Ashton COD District Counsel Lake Ashton II COD District Counsel Lake Ashton COD Community Director
Lake Ashton II COD Community Director

Please note that due to a lot of background noise and conversations portions of
the meeting cannot be transcribed verbatim where the recording is inaudible.

FIRST ORDER OF BUSINESS	Roll Call and Pledge of Allegiance
Ms. Burns called the roll and the pledge of allegiance was recited.

SECOND ORDER OF BUSINESS	Approval of Meeting Agenda
Ms. Burns:  The first thing we have is Approval  of Meeting Agenda.  Any questions or comments? Any additions?
Mr. Eckert: Just one item in relation to the interlocal agreement in the form that you have already approved, there have been two developments in our negotiations, both with the seller, as well as with your counsel. One, we negotiated an extension of the due diligence period for another week because we have not gotten all of the due diligence that we expected and our deal in the interlocal agreement was to give Lake Ashton COD the same due diligence period that we had, so we would be asking that the agenda include an amendment to allow for that. The interlocal agreement requires the recording the lease; we have agreed with your counsel to record a memorandum of the lease rather than record the entire lease. So, I would ask for an agenda item to approve those two changes to the interlocal agreement before execution, and I would invite Jan Carpenter to provide any clarification.
Ms. Carpenter: The purpose of recording a memorandum lease is that is what is more customary and it is what from a legal perspective protects those who have been looking for a memorandum of lease, so we suggest that be added rather than put the whole lease in the recorded documents.

On MOTION by Mr. Robertson seconded by Mr. Mecsics with all in favor the meeting agenda was approved as-amended by the Lake Ashton 11 COD Board.

On MOTION by Mr. Deane seconded by Mr. Plummer with all in favor the meeting agenda was approved as-amended by the Lake Ashton COD Board.

Ms. Burns: And do we have a motion from Lake Ashton COD?

THIRD  ORDER OF BUSINESS	Public	Comments	on	Specific
Items on the Agenda (speakers will fill out a card and submit it to the District Manager prior to beginning of the meeting. Individuals providing speaker cards will also have an opportunity to speak prior to Board action)
Ms. Burns:  Up next is public comments.  I do not have  any speaker  cards today, so I will move on unless anyone has anything?

FOURTH ORDER OF BUSINESS	Consideration of Lease Agreement
(Documentation and Information will be Provided Under Separate Cover by Counsel for Each District)
Ms. Burns: Up next is Consideration of Lease Agreement. Who wants to go first? Ms. Carpenter:	I  will  go ahead and start.	I just want to let the Boards know because the Boards had asked to have a final agreement by Wednesday, I think we talked at the last meeting, and Mike wasn't here, but the timetable was that we would receive a draft of the lease from Lake Ashton II COD counsel Friday or over the weekend and we would talk with them on Monday, but it turned out it was Tuesday and we hoped to finalize it on Wednesday. We didn't get the document until Tuesday, probably with the holiday and all, but that put us back a little bit because we got it Tuesday morning and I pulled one of our commercial real estate guys in to look at it since the time was short. We got comments back that afternoon, we had a call on Wednesday to go through and we had our real estate guy there, they had theirs, and Sarah and Andrew coordinated since unfortunately I was up in Tallahassee at a closing. We thought we came to an agreement on most points, but when we got the agreement back yesterday, it did not include some of the points we thought were important for a commercial reasonable lease among the two parties. We sent comments back that afternoon, but we didn't get back a response until after midnight so I didn't see it until this morning and was reading it in the parking lot. You all have copies of it now. Just as some background, when lawyers draft a lease, you usually start with a tenant favored lease or a landowner favored lease and in this case we wanted one that works for everybody. When we got the lease, it felt like it was a tenant lease where everything was sort of geared to the tenant. I am sure Mike will object, but that was an argument we felt we had to put some provisions in to protect Lake Ashton COD because you own the land. This is a long-term lease for 30 years. We don't know the future Boards and future managers. We are trying to make this as reasonable as possible for 30 years, which is tough to do in 3 or 4 days. My commercial real estate guy thought we would have at least 3 months. We all jumped in and moved schedules around, but we ended up going back and forth with a couple terms because we felt we really needed to make it fair. The rent charge was something we went back and forth on. And again, it is not against Lake Ashton II COD, it is the fact that it is a lot of property and this is a 30 year term. We changed the term from 30 years to 3 separate 10 year terms for

legal reasons, but it is 3 terms for 10 years and the terms are only at the will of Lake Ashton II COD unless there is default. So, it is 30 years still, but it just avoids some of the legal ramifications of owning a 30 year term lease. And they agreed to that. So, we can take comments now, I don't know if the Boards want to go over it one-by-one, which  I  think you told us you wanted to avoid, but whether you want to make a decision on one version or another, I am not sure where you want to go from here. I am not sure what our Boards feel is the best way to get this resolved as quickly as possible. This is totally assignable with some minimal criteria you need to make sure you have some remedies if things don't go right with the potential company that is leasing.
Mr. Deane: In my opinion, you have to have default remedies for Lake Ashton COD. They still have to be put in the lease to protect the residents of Lake Ashton COD. To get something an hour ago and expect us to go through it, I think we should just adjourn the meeting, give us a chance to look at this over the weekend, and we can discuss it at our Board meeting Monday and extend this meeting until that Monday afternoon or Tuesday. To expect to go over this and approve it right now is absurd.
Ms. Carpenter: And just to clarify, there are remedies to terminate if needed.
Mr. Eckert: I think we have provided a proposal that is not exactly what you asked for. It is a monthly rent based on what you were seeking on an annual basis, plus you also have the right to get attorney's fees if we breach and you have to evict us you would get the attorney's fees against us. That provision is in there, as well.
Ms. Carpenter: And that is a provision we struck because it was covered by the Florida Statutes. I am sure there are ways to come up with solutions, but these are all items we have presented at least once if not more. I don't want it to appear that we are being unreasonable and I am sure we can work through it, but we have tried to come up with ways we have seen many commercial leases to make it as easy as we could, and we can probably get there. I don't know if it's best to go through each item? Again, it is up to the Boards what we want to do. I know folks would like to get this resolved as quickly as you can, but I want to make sure you are understanding the business decision.
Mr. Plummer: Why did the due diligence get extended by one week?
Mr. Eckert: We did not get the Phase I environmental study back, as well as other survey information that we are waiting for. We anticipate getting that within the next week.

I

November 15, 2019	Lake Ashton COD and Lake Ashton II COD

Mr. Plummer: I understand that, but does that mean we have another week to hammer this out, as well?
Mr. Eckert: No, I don't believe that. Again, I didn't make an opening statement because  Jan was talking to you all, and I respect that, but no, I think  our goal today,  and  I am happy to spend as much time with you on walking through paragraph by paragraph explaining what this lease means and what it provides to identify the decision points the Boards have, I want to walk the Boards through that. Our goal today is to get a lease hammered out that we all are comfortable with, and again, looking at the benefit of the long-term stability  of the golf course for this community.  That is the way my Board has  told me to approach  this for the entire  community  and that is how I have,  and that is why I think we can work  out these issues,  but we can't go down this road any more in terms   of the lease. We have to tell the seller what property we are actually acquiring on December 13th   .   So, my hope is that everybody will be thoughtful and we can walk through this document and try to agree on the terms.
Mr. Plummer: I understand what you are saying. So, walking  through  the document, do you simply mean the section that is redlined?
Mr. Eckert: No, I think we walk through the entire document and if any Board member has any questions, because we attorneys do our best to agree on what we can agree on, but there may be business points that we have agreed on that you don't agree with and you should bring those up if in fact you have questions on those. We are way  past the time where we should have told the seller  what property  we are taking because  if in fact we are not going down this road, we have to have an operating agreement with  the seller whereby they operate what land they are retaining and what land we are taking we would operate. That is kind of how it is from my Board's perspective and why it is important for us to walk through this document and be thoughtful today.
Ms. Carpenter: What is the deadline for telling the borrower? We have a Board meeting on Monday, so that is why we were asking.
Mr. Eckert: Yes. We have to get the operating agreement done, blessed, and approved by this Board during the due diligence period, which means I can't wait until you all say whether you agree or not to start drafting that document. I have an outline of that document, but when it looked like we were making progress, I stopped working on it. We

need to know today what issues we can work out, and if there are issues we can't work out, because my Board has to make a decision which direction to go because December 13t h   is going to be here before we know it.  We have to have an operating agreement, we have to have title insurance on the correct property, and we have to know where we are going. So, I would appreciate it if we could walk through the documents, see where we have areas of disagreement, see where we have areas of agreement, and for any disagreements, we would come back to those and see if we can't resolve them.
Ms. Carpenter: And to the Lake Ashton COD Board, it is really up to you. They  have a deadline of today, but we didn't get the document until this morning and we didn't have a whole lot of time to work on it. If you want to go through it, I am willing to go  through it and explain the rationale of why we have done these things, but if you would rather have time like until Monday or postpone the meeting until later, it is really up to you how want to handle it.
Mr. Costello: Jan, are you not comfortable that we have not gotten the chance to review this document and you are advising not to go forward?
Ms. Carpenter: I can give you my legal version or legal view of this. Most of the issues are ones we raised earlier, but I haven't had a chance to go over it with my commercial litigator. I can give you the best advice I can, I am happy to do it, I can explain everything fairly well, but I wasn't on the phone during the negotiations and didn't get to research most of it since my real estate guy did that.
Mr. Costello: Does your real estate person have a copy of this now?  Is  he reviewing it?
Ms. Carpenter: It came in at 12:10 a.m. last night. I couldn't read it on my phone, and it is possible he has reviewed it this morning, but I haven't talked to him today. I can explain it because I have done enough real estate throughout the years, but I do feel a little bit that we have been pushed and getting comments back saying this is make-it-or­ break-it or take-it-or-leave-it doesn't feel so good. The first provision from the first page under the rent and other charges, this is talking about taking care of the paths and the maintenance obligations of Lake Ashton COD. The interlocal says Lake Ashton COD will take care of the paths, and generally in a lease when the landlord is retaining some items, they leave those out and the lease covers what is being obligated. It says the interlocal

requires it, but it kind of mucks up the business deal if we are putting this in here and adding obligations of the landlord that generally aren't in the lease. Again, it may not be Lake Ashton II COD we are dealing with down the road. It seems like we don't want to have additional lease obligations when we have them under the interlocal.
Mr. Eckert: From our perspective, all we were doing was defining the landlord's obligations, and the landlord's obligations to maintain the ponds, pathways, and bridges, are both found in the interlocal agreement and this lease, so that was really all we were trying to do, define where those obligations are.
Ms. Carpenter: They were already taken out of the lease because the interlocal defined that for the Board's decision. Again, I don't want to impose other obligations that we don't need in this agreement and we are trying to keep this to a basic lease agreement. Mr. Deane:	That shouldn't be in the lease because if it is in the interlocal agreement it doesn't belong in the lease. The lease is for what the ground is being rented for, and what the terms of a lease is, our responsibility for maintenance doesn't have to be in the lease in the grounds we are leasing and it should not be in the lease in my
opinion, having signed several leases in the past.
Ms. Carpenter: Yes. The comment about the pathways  and bridges  being intrical to the course and there are assurances we can hold Lake Ashton COD to the obligation, you can't have what is in the lease be different from what is in the interlocal.
Mr. Eckert: We have obligations in here for you all to repair those, especially if they are interfering with people playing golf, so there are maintenance obligations that are in the lease. In the event we ever needed to assign this lease, then the interlocal agreement may not apply. So, there is going to need to be maintenance obligations that are in the lease, so I would disagree that it is somehow against the law to have maintenance obligations reflected in two documents.
Ms. Carpenter: We didn't say it was against the law, we just said there  are supposed to be additional obligations that my Board needs to know could be imposed by this. The obligation is in the interlocal and to an obligation to a management company separate from your obligation to the other.
Mr. Deane: Those things don't belong in a land lease. I am sorry. I have signed several leases over my life. I have been in business in several different states, and I have

never seen obligations like that. Besides that fact, I haven't had a chance to  go through the whole document since I just got it. I just don't think it is right. That is my opinion.
Ms. Carpenter: Well, why don't we continue because there is a maintenance obligation that we don't object to, as long as it includes tenant negligence, which it doesn't, so that is an open issue.
Ms. Wright: I have a question. This lease is for 30 years approximately, so it is enforceable for that long. How long is an interlocal agreement enforceable?
Mr. Eckert: Until it is terminated. Depending on how the interlocal agreement is written, it has the termination rights. You all approved that, and I believe that if for some reason we couldn't take down the golf course, the lease is terminated and the interlocal agreement would terminate. Both parties can agree to terminate.
Ms. Wright: So, two new Boards in two years could terminate the interlocal and  lose our safeguards on the maintenance?
Mr. Eck.ert:  They could.   And again, I am not trying to cut anyone off, so certainly  if anybody wants to provide their opinion they can, but I would like to see if we could work through this without a lot of explanation in terms of why people feel the certain ways they do. Let's see what we can agree on, and then we will come back to the other ones and have more robust discussion on that if that is possible.
Ms. Carpenter: I have not had a chance to talk with my Board  members  about  this, so if you have questions,  feel free to  ask.  If it gets too burdensome,  we will figure out another way to do it.
Mr. Costello: No matter what you bring up, someone more than likely is going to have a question, and I think that they have a right to an answer to that question as we are going along.
Mr. Robertson: The West is trying to buy the golf course for the benefit of the entire community, not for the benefit of the West. There is no win-lose in this concept. We want to operate the golf courses for the community as a whole. If down the road something happens with the golf courses that miraculously changes what every consultant says should be a reasonable golf course, we are all in this together. We don't want to close either course. The property values will go down if that happens. There is no win-lose in this conversation. We either win together, or we lose together. I hear back-and-forth

saying we want this and you want that, that is totally the opposite of what we are trying to accomplish here. We are trying to accomplish the merging of this. We are trying to merge the two Boards into one and work together rather separately. This is for the benefit of the community. Just imagine. The worst everybody is saying is that the golf courses aren't totally viable. If they are not totally  viable, that is our problem  as a whole.  We are trying to protect this community as a whole, and I don't like it when we try to make it adversarial. We want this to be mutually beneficial to all sides. All the sudden I feel like we are hiring divorce lawyers and I don't like it. I am emotional about it because I have invested a great deal of my time for the benefit of this community as a whole, not one side or another. I wish we would take that attitude and use our words carefully because we are friends. We are not adversaries.
Mr. Costello: I know we aren't. The only thing I was trying to say is if we have a question, we should be able to ask it. Like I said last week,  my prayer  is that you guys buy this golf course and succeed and make buckets of money.  It doesn't  bother me in  the least, but in the meantime, if we do have questions on something, I feel that we should be able to ask them.
Mr. Robertson: It is just this seems to be dividing  us.  The idea of making buckets of money is important, but it is more so to beautify the community. If we actually made money, it would be wonderful for the community. There is no win-lose in this game.
Mr. Costello: I agree with you.
Ms. Carpenter: If I may, Doug, I agree completely with you, and that is why it has been so difficult to be told these are deal breakers when we raise points we think are relevant. You do have to think, and hopefully at some point we will have a management company running things, but future Boards may have to deal with a totally  unrelated enemy for 30 years, so we have to make sure if that company does something wrong down the road, they have some rights to fix it. I am just trying to make this right. If it is  Lake Ashton II COD, I am sure it can work out, but Lake Ashton II COD wanted absolute rights to assign it without consent.  That is a very big issue that we really have.  Unless it  is a reasonable company that takes it over, we are stuck with only what is in this piece of paper for remedies. It is not anything  against Lake Ashton  II COD, it is just that 30 years is a very, very long time, and we need to make sure that Lake Ashton CDD's property is

covered and taken care of. It impacts Lake Ashton II CDD, too. We want to make sure that everything is taken care of long-term. Mike and I are frustrated because we have some differences of opinions on things, but those are business issues. So, I agree, let's go through this and get these things how they need to be. We put nothing in here that we haven't seen in a billion leases and that is why I brought our real estate guys into it because things like these are in every lease no matter who they are because it is not among two governments where it can be transferred at any time to somebody else. So, we have to make sure everybody is covered. The issues are not that many, but we will explain why we think they are important and the Boards can make a business decision that they don't care, or we will go with that, maybe the Boards will say yes, let's do that, or maybe let's move on, but I don't think we can just take the last version and approve it. I am trying. I am a little stressed, too. The next thing is really just a customary thing. All of these years with these Boards, I think of Lake Ashton as one of my longest clients and hate to see folks getting upset over things, though I am upset over some things, too, honestly. The Lake Ashton II CDD, or the tenant, is going to be paying for and be in charge of running the golf course. It is customary, reasonable expenses, taxes, and all of the other things, which is good. If for some reason the landlord incurs expenses, let's say taxes weren't paid, so Lake Ashton CDD pays them. And again, if Lake Ashton II CDD doesn't pay the taxes and the landlord pays it, we furnish the tenant with notice and if it is a reasonable request, we will give them reasonable documentation. They can't not pay us while they are waiting for it. That is something we put in most leases. The change they wanted is that the landowner will furnish written notice accompanied by documentation with no timing standards so that they put Lake Ashton CDD out a lot of money if it is somebody that doesn't perform. If they are performing, it is not a big deal, but it seems totally reasonable that if they ask for documentation, and that is just trying to cut off problems down the road. It is not overly material, just a somewhat customary term. Mike, if you have a reason why it is not good?
Mr. Eckert: Yes. I think if you are going to ask the District Manager to cut a check
because you incurred some expenses, it ought to be accompanied by documentation showing why that amount is necessary to be paid. It can be an invoice from a bridge repair person, or somebody who had to repair something else.  All we are asking  for is

that you provide that documentation. I am fine with reasonable supporting documentation if you want to provide that.
Ms. Carpenter: When you say reasonable  request,  because if it is something  like a tax bill, there is nothing that has to be provided. Okay, you didn't pay the taxes, here is the bill, pay it.
Mr. Eckert: If you have a tax bill you can provide that to us, then we can pay you back for the tax bill.
Ms. Carpenter: If you want to take out the reasonable request, then that is fine.
Mr. Eckert: And then not withhold a payment, again, if you want us to pay, we are happy to pay, but when you make the request for payment, there should be some documentation as to how that cost was incurred. That is all we are asking for.
Ms. Carpenter:  If you want  to take it, we can.  I just don't want to get  into a fight  on what is reasonable. The next  one  is capital repairs.  We can live with the language,  but the only thing we wanted to define was capital repairs, Section 3.2.  What  this provision relates to is if they close the golf course to do capital repairs.  In  any lease, capital repairs are defined either by accounting standards,  by a section  of the IRS code, or other similar standards which the Districts' financials are done under.  So, it is clear  what a capital repair is and we don't have to get into a discussion on terms for capital repairs. It is just a way of defining it if there is a problem  down the road.  Again,  right now it is not going to be a problem because we talk to our neighbors, but if we have a third party, it is always good to define the list or have in the records what a capital repair  is rather than just have an ambiguous term of capital repairs.  That is all we are trying to do  to make it clear because down the road we may have some things that may be considered capital repairs and some that may not.
Mr. Eckert: I think there are two issues that I just want to bring to the Boards' attention here. One is the GASB standard, that is an accounting standard, and here is  what the purpose of this paragraph is, and I drive by this every time I go to the airport, the Seminole Golf Course, which is the FSU golf course that has been closed for over a year because they are redoing  it.  They are redoing  the fairways,  the greens,  and everything. It has been closed for a year. In the event that we have to do that type of construction on the East course, we don't want that to trigger a termination of the lease. So, what we

have proposed is for 0 - 180 days, we can do that as a matter of right. For 180 days to 365 days, we would have to provide notice, but we would still be able to close the course. And then if we have to close the course for over 365 days, you would have the right to object to that, as long as your objection was reasonable. For example, we close it, but we don't enter into a contract for anybody to do anything, then you would be able to say that is not acceptable and you are going to terminate the lease. If we are actually doing construction, we would expect you to work with us to make sure that construction can be done. In terms of the standard, we were trying to come up with the ordinary meaning, which is if we have to do extraordinary work on that course and it has to be closed, then you need to work with us on that. We are not comfortable with an accounting standard because we asked the question if in fact the greens have to be redone and the course has to be closed, does that qualify under this accounting standard, and nobody could answer that question. Referring back to the accounting standard, to us is not as good as referring to the ordinary language. Ultimately, if you want to go with an accounting standard in terms of how we do business with each other, I don't care about that, but I do care about how long we have to be able to do the remediation that we may have to do.
Ms. Carpenter: What we had suggested, because they put in here that they can close for up to 180 days with no notice, we felt that was a very long time to have it closed without knowing what is going on. If you have a management company, you might want to know why they closed the course for a couple months, but again, that is a business decision you have to define. I would like to find a list or reference to a golf course with something to kind of say what extraordinary maintenance is, because extraordinary repairs, I don't know if that is putting a roof on the bathroom or closing the golf course for 6 months without notice, we are doing extraordinary repairs and I just don't know what it means without a definition.
Mr. Plummer: First of all, common sense tells me that if anybody is operating to make money, they are not going to close it any longer than necessary. If the West is operating it, they are not going to want to keep it closed very long either because they know that having it open is the only way to make it profitable. I don't have any problem with the time and length you are putting in here, but it is all about communication. It really has nothing to do with anything other than communication and how they notify us just so

we have that information. And again, I am not so much worried about it if it is Lake Ashton II COD that is operating it, but if we ever assign that lease to an outside party, then that to me is important.
Mr. Eckert: What about if we include  a requirement  that if it is going to be closed for more than 60 days, we provide you notice?  It is going to come through the grapevine  in terms of the Board meetings and things like that, but would that be better?
Mr. Plummer: If it is Lake Ashton II COD, we are going to talk to them on a daily basis and know what is going on.
Mr. Robertson: Then make it 30 days?
Mr. Eckert: That's fine. If it's going to be closed more than 30 days, we can provide notice, but what I don't want to have happen is if we provide notice on Day #31 because it falls on a holiday, that is a breach of a lease that you can terminate the lease for.
Ms. Carpenter: I think 60 days would probably be fine, but I think it is just notice on what is going to happen and it is really not for Lake Ashton II COD running it. It is really for down the road that this Board will have an understanding. You don't want a management company to say hey, we are going to close the East course for 6 months during slow periods. They are saying it is capital repairs because it is putting a roof on something. There are ways to get around it, so I am trying to come up with something. I am not being picky, though I know I sound like I am. I am just trying to come up with ways to avoid things we have seen in the past. We hope Lake Ashton II COD runs it forever and all of this is never needed, but we just have to be sure everything is covered.
Mr. Robertson: So, the question is 60 days, if we had something that would hurt both sides, the language in there would affect the West  as well if  a company  was  trying to close down the course to save money.
Ms. Carpenter: And that is where capital repairs are being defined, we need examples of capital repairs because it talks about extraordinary maintenance. Right now, under this language they could close the course for 180 days.  That is exactly  what  it says. We just need to clarify the language for both sides.
Mr. Costello: I don't think it is overbearing to ask somebody either.
Ms. Carpenter: Maybe we can get some examples of capital repairs  to at least  have that defined?

Mr. Eckert: Yes. Jan, I can commit to you that we will agree to whatever list of capital repairs, as long as they are capital repairs that would qualify under this. You and I are going to be fine on this. So, 60 days for notice, I want to be clear, if in fact that notice is late or for some reason isn't received, I don't want that to be a default under the lease. I want to make that clear. It is not that we are not going to do it, but I don't want it to kick in the ability to terminate the lease.
Mr. Costello: Once in, the thing here is we are looking at it if somebody else takes over this. You are going to be protected by it also due to the fact that we are not going to have a situation where it is just going to sit there idle.
Mr. Eckert:  Right.  It doesn't work for us for it to sit idle.  It doesn1  t work for anybody. So then on the timing, I know Jan had suggested different timing than we had suggested.
Ms. Carpenter: Notice for 60 days and for over 365 days, written consent is required. We can all agree to that?
Mr. Eckert: Yes. Then 3.3, we thought that language was already covered by the beginning, but if that is important to you, we can leave that in.
Ms. Carpenter: Yes, that is important. The next one under  3.6 is a typical lease term and says we can't do anything to interfere with them running the golf course and ownership of the golf course. We said subject to matters of record because there are easements or other agreements of record that we can't help. We also said any future easements or licenses that don't affect their permitted use, so if you wanted to give a license to somebody to expand the road or to do repairs, this prohibits you from doing it without getting consent of the tenant. It is reasonable for the landowner to be able to get easements, but if it an easement  or license agreement for somebody to do something  on a portion of the golf course, we should be able to do it without having to get consent.
Mr. Eckert: Our concern with this language is, first of all, when we take title to this property, we are going to take title subject to all of the easements and recorded documents that are out there. That is just the reality. They are already going to have to do that as a matter of law. When you throw in things like if it is a license we don't know about that isn't in the property records, I am not going to agree to be bound by that. I don't think anybody should if it is not in the property records in terms of future. If you want to say it doesn't interfere with our use, then maybe that is a little bit better, but

unreasonably interfere, I am fine with that if you are, but there should be no ability  for  Lake Ashton COD to interfere with our ability to operate the golf course.
Ms. Carpenter: If you want to take out the unreasonably that is fine, but it is implied in the contract. The next thing is insurance. I think we were waiting for GMS to get information. The $1 million insurance requirement for general liability, we increased to
$2 million and we used it as the amount we are using in our landscape contracts and everything else. Jill will need to tell us whether, and I think she has already contacted but not heard back yet from the insurance company what the actual limits are today.
Ms. Burns: They have been contacted. I am waiting on a response still.
Mr. Eckert: My comment  on the insurance  that I think the Board should  consider  is that we are both going to own property. We are going to own and lease the grass, t­ boxes, flags, the golf club, etc. Lake Ashton COD is going to be responsible for the pathways, bridges, and things like that. We have gone back and forth with different insurance requirements for the landlord  versus the tenant,  and the reality is each District is going to be responsible for maintaining certain portions within  the real property.  So, what I would suggest if Lake Ashton COD wants to pick the insurance  requirements,  that is fine, but they should be reciprocal. Let's have the same insurance requirements  for  each other because we are both responsible for maintaining certain things where people can get injured and may need to be replaced if there is property damage.
Ms. Carpenter: We had taken out the landlord insurance  because  that  is customary and you don't generally put the landlord's insurance  in the lease.  That is just not reasonable.   We obviously  have insurance  as a COD under the law, and I don't mind it being a reasonable amount, but I don't see why there should be specific amounts.
Mr. Eckert: So, if we are both going to agree that each person should get commercially reasonable insurance, that is an easy agreement, but if you are going to put specific requirements on us, and then you guys get whatever you think you want to get for insurance, that is not fair.
Ms. Carpenter: In the future it may be a totally independent company so we want to make sure that we have certain things. That is very normal. If someone gets sued, we are obligated to make sure the coverage will cover what we anticipate, not what the tenant thinks is appropriate.

Mr. Mecsics: As my mother and father used to say, what is good for the goose is good for the gander, and as Mike has said, we should be doing likewise.  As he said,  I don't think there should be differences. Let's do this together as a community.
Ms. Carpenter: I will disagree because this is a lease.
Mr. Plummer: Is it possible to write into this lease that if the lease is with Lake Ashton II COD, we are all on equal amounts, but if it is with an outside party, it can be different? Can that be written into the lease? It seems that is the argument here that we should be alike for the two of us, yet we are trying to protect ourselves if it goes with a third party. Can we do that?
Mr. Eckert: Yes. I think you would need language that says we shift whatever insurance we think is reasonable and in the event of an assignment, then that party will have specific insurance requirements that you all have. I see Jan shaking her head.
Ms. Carpenter: It is a business decision. I think as the landlord you have an obligation to set a reasonable insurance amount, but that is up to the Boards what you decide is reasonable.
Mr. Costello: Isn't it in there?
Ms. Carpenter:  No, that was a change  they put in.  We wanted $2 million  and that it would automatically increase to market for golf course management or permitted use.  We said the beginning of each agreeable  term.  So, every 10 years it could be increased. A million dollars today is certainly not a million dollars 25 years from now.
Mr. Deane: We require insurance in the restaurant so why shouldn't we require it for the golf course, as well?
Mr. Eckert: I would be happy to answer that question, and the reason why is because this is not a true landlord/ tenant lease. You are still going to be on that property. You are still going to have maintenance obligations for that property in terms of the ponds and pathways and the bridges. In a typical  lease,  the landlord  is giving the property  to the tenant, and the tenant is the one that is in control of all of the property.  That is not  what is happening here, so that is why I think reciprocal insurance requirements makes sense. I am fine with working with you all to protect for when it gets assigned to somebody else. All I am saying is when it is a deal between the 2 Districts, it ought to be reciprocal insurance requirements because we both have the same liabilities.

Ms. Carpenter: We just had some differences because this is a true landlord/ tenant because for example, the restaurant, you have the pipes and things going into it that the landlord has responsibility. I think the options are take it with reciprocal and we are there, or modify it to include the lease and anybody else. I recommend that you at least have automatic increases and the amount increasing to $2 million because it seems like it should be required to have the same policies.
Mr. Plummer: I am in favor of the reciprocal insurance. If something happens we are both going to be named in a suit. I just want to make sure we are protected.
Mr. Eckert: You had asked for $2 million on a third party and adjusted every 10 years. I think it should be adjusted based on some sort of CPI or something. It shouldn't just be we want this third party to have $50 million of insurance. There ought to be something tied to that adjustment at 10 years so it is reasonable.
Ms. Carpenter: You said prevailing market. I did that because the insurance we have had problems over the years where the amounts aren't available and the coverage has changed or the amounts available changed.  That  is why  I would prefer prevailing  and embracing the insurance industry just so we don't say CPI and find out it is not available because then they are in breach and you can't fix it.
Mr. Eckert: Prevailing rates I think of is what I am paying in terms  of premium. would say prevailing insurance limits. I guess the only thing left to decide on is are we all agreeing that we are going to get whatever insurance we feel is appropriate given that we each have sovereign immunity, or are we going to put specific limits on each other?
Ms. Carpenter: That is up to the Boards. I have given you our view and you have heard theirs. It is a business decision.
Mr. Costello: Jan, what would be your recommendation?
Ms. Carpenter: We had asked for a higher amount. We are waiting to hear back from the insurance company.
Mr. Costello: How much are we talking about?

Ms. Carpenter:	Based on $1 million per incident, we asked for $2 million. Mr. Costello: What is the premium cost?
Ms. Burns: I sent an email to them. Do we want to keep going through and maybe let's come back to the insurance? Hopefully we will get a response by the time we have

kind of gone through the rest. Do we want to jump to the next item and hopefully they will respond soon with an answer? If not, we can jump back in, but we may have more information soon because I followed up again just a couple minutes ago to see if we could get an answer.
Ms. Carpenter: The terms are protecting both sides and if it is something that is available, it seems like it would make sense.
Mr. Eckert: We will come back to that just in case she gets an answer  on so we  can answer that question for you, but I think we have a good path forward on that item.
Ms. Carpenter: We talked about the rate for the insurance. Does the government insurance carriers have that rating?
Ms. Burns: I can pull the policy to look.
Mr. Eckert: I am happy to say shall obtain if available.
Ms. Carpenter: The next one is additional liability. One thing they took out that I think should be added, this is under 6.1.1, if the premises are destroyed, including the pathways and bridges,  then the tenant repairs.  We had said that also applies to damage to the pathways and bridges caused by the tenant. So, if someone playing golf drives the golf cart into the bridge, then that should be an obligation of the golf course because it is part of the operations of the golf course that should be covered by their insurance. The landlord should not be indebted of everything that occurs on the bridges  and  pathways that is caused by the management company or golfers. Again, that is a standard lease provision and I was surprised to see that crossed off.
Mr. Eckert: This is talking about what we repair with insurance proceeds. What we are most concerned about is the word invitee or licensee because we are going to have situations where people are golfers and people are walkers. If somebody is walking on the path and they are not golfing, who are they an invitee of? That is where we were concerned with. We are not concerned with the concept you are talking about.
Ms. Carpenter: Then can you come up with a definition for it because I think the insurance would not cover it if it was caused by the tenant, as opposed to invitee or licensee. You could say other than the general public, invitees or licensees related to the operation of the golf course. You do want to make sure that the  insurance  coverage covers the right party.

Mr. Eckert: Why don't we say tenant and successors arising from the operation of the golf course?
Ms. Carpenter: I want to make sure we are not carving something out that the insurance company will refuse to pay for either tenant or landlord because it requires something else that is covered by the policy.
Mr. Eckert: The next item really deals with how much does Lake Ashton II COD have to come out of pocket if there is an uninsured loss before we can say it is too much for us to come out of pocket, we are going to go ahead and terminate the lease. For example, like if a hurricane comes through and destroys the entire course, we had suggested $50,000 and you had suggested $150,000. I am fine meeting in the middle at
$100,000  but  to require the residents  of  Lake Ashton  II COD to come  out  of pocket
$150,000 before they can choose not to do that seems a little high to us.
Ms. Carpenter: We just went through something where it cost $50,000 to fix a pipe so we wouldn't want another management company to come up with a relatively small issue that was forced because of a road flood or something flooded out so we were doing something a little higher.
Mr. Eckert: I'm fine with $100,000. I think the Board can absorb it if they have to.
Ms. Carpenter: Now 6.1.2 is the same thing.  The reason we had put the language in again is because customary if things are not repaired, the landlord could do it for the tenant and have the tenant reimburse them.  Again, with the Boards,  I don't think anyone  is worried, but if we have a management company down the road, you don't want to get into a fight over things like that.
Mr. Robertson: I think having a management company wouldn't be in our best interest either. We are just one community and we'd have the same disapproval and we'd want to protect you as well as ourselves. I don't see how any of these things  can divide the two sides. If we have a lousy company, we need to find one that is more appropriate.
Mr. Eckert: Does anyone want to change the wording in 6.1.2? If not, then we can move on to the next one.
Mr. Mecsics: Mike, what would be the recommendation to change?
Mr. Eckert: Unless there are concerns in terms of changing the language we are hearing from some of you.

Ms. Carpenter: Then 7.3 is the termination of the lease. Because it is such a long­ term lease, there is a provision that is very standard that if there are any fixtures or furnishings they become the property of the tenant upon the lease or remainder of the lease. Again, that is pretty standard and is in most leases. If there is a breach of lease, you don't want your tenant to come in and take everything out.
Mr. Eckert: In the interest in cooperation and facilitating this, I am fine with that. We are talking about t-box markers, water fountains, some restrooms, trashcans, etc. If you want to go with that, it is fine. I'm fine with making the change that Jan is asking for. Ms. Carpenter: The next one was a change from 10 days to 3 days. We took the
3 days because that is what the statute provides. We came back with 10 days notice for default. Mike wants a longer period. Again, we are trying to come up with what the statutes say, but if we have something different we have a conflict.
Mr. Deane: I really think we should follow the statutes. We are not worried about this Board. We are worried about if somebody else takes over and that is what we are trying to protect, but I think we should go with what the statutes say.
Mr. Eckert: I am fine with going with 3 days, but you can't terminate the lease if for some reason there is anything that happens over a 3 day period or that doesn't happen that should. You shouldn't put the community in a position of terminating this lease and then having these two courses separate. That is the concern.
Ms. Carpenter: There is no desire to do that. It is for failure to pay rent, which is
$1.00 or charges for taxes. The unlikelihood of the failure of payment is very  slim. Everyone sends demand letters when that happens, but I think we should keep what is required. I prefer not to have something different than what's statutorily required.
Mr. Eckert: Then I would be fine with it if you take out of the default. It is not a default until you get to 30 days.
Ms. Carpenter: That is a change if you have to give 30 days notice of a default. would rather have 10 days and change the statutes then have to have 30 day notice on something else. I am just not sure if you are trying to take it out, how you take it out of default by making such changes.
Mr. Eckert: It is just a different remedy for that type of default versus this type of default. Your remedies include terminating the lease at some point.

Ms. Carpenter: It is only for failure to pay rent.
Mr. Robertson: I volunteer to pay the $30 for the next 30 years so this never comes up. I will pay it right now so this goes away.
Ms. Carpenter: If there is a default there is a protection because if there is a default
$1.00 rent isn't much. It is really only there if there is a default under the agreement.
Mr. Eckert: In terms of the holdover where we are breaching the lease by staying longer than we are supposed to, we propose  a monthly rent that is consistent with the
$10,000 over an annual period but based on a monthly basis. In terms of the default rent, we may have a default where we didn't provide you with a notice or we didn't do something we were supposed to and to have that automatically kicked up to $10,000 when we are still maintaining the course, we are still mowing the grass, it may be  only
$1.00 a year, but we're agreeing  to maintain all of that greenspace.  So, it's not just $1.00 a year. There is give and take back  and forth between  both Districts.  We don't believe that a default grant of an automatic $10,000 penalty, which is the way I view this, makes sense. You also have the right to terminate the lease if in fact we are not doing what you think we should be doing in the lease. So, a $10,000 penalty  to me to ask the Lake  Ashton II COD residents to pay that if there are no golf course revenues to do that is why we pushed back on that. Again,  Jan and I disagreed  on this and  I have  a lot of respect for Jan and her legal abilities, we just disagree on this issue and unfortunately it is a business decision for you to discuss.
Ms. Carpenter: That is what it would cost the District to file the lawsuit so that is where we came up with the number. If you want a lower number or higher number, it is your decision.
Mr. Robertson: If we wanted to delegate this to an outside party, could we put that $10,000 on an outside party? Would that be a reasonable thing? It always comes up if there is an unreasonable tenant involved. Can we put that language in to a contract? Is it an obligation we can put on the vendor?
Mr. Eckert: If that is what you wanted to do. It is the same as the insurance where you can agree that this is how we do things, but upon the assignment, and this is going to be a memorandum of lease that is recorded so people are going to be on notice, and when you assign it they are going to want to see the lease and see what provisions there

are so you could do that if you wanted to have that in there. Obviously, Jan made this with that approach, but I think legally you could.
Ms. Carpenter: The other alternative is to come up with something that would work that says the lease automatically starts on the day of default 60 days after default so there is a period to worry about payment or nonpayment. In reality nothing is going to happen from a 60 to 90 day timeframe. You  send a demand  letter  after the next meeting,  so it  will be over the next 60 to 90 days and that would give time before rent comes in again.
Mr. Mecsics: Putting that language in shouldn't affect the Boards. We are not going to sue each other.
Ms. Carpenter: I respect that, but you don't know what the Boards 20 years from now are going to do. It is not like we are not going to still be here 20 years from now. It is really hard to negotiate a long-term lease like this with those kinds of terms.
Mr. Eckert: I was going to make the suggestion to try to get us through this, part of our objection was an annual rent. If you want to talk about a monthly rent that is a default rent so people aren't thumbing their noses at other people under this agreement knowing the Districts aren't going to sue each other, you could agree on a default rate that is a monthly basis rather than an automatic $10,000. If it was going to be based on
$10,000 it would be $833, maybe you would be comfortable with $500, and then have a monthly rate.
Ms. Carpenter: I prefer to keep the annual, because again you don't know who is going to be running this in 20 years and $500 today is fine, but in 20 years $500 is nothing. That is kind of why I thought it was important and why our real estate  guy  said  it was. How about within 180 days, so as long as Lake Ashton II COD is managing? That gives you 6 months to cure something, which certainly should be able to be done. I don't anticipate a problem because I would think 6 months is plenty of time to fix any issues.
Mr. Eckert: Aside from eviction, which is what it would be, which would be removing us from the property, regardless of that, just to make sure I understand the proposal, the default rent would not kick in for 6 months until 6 months after the default. Is that what everybody is suggesting?
Ms. Carpenter: It would be payable from the day of default and every anniversary thereafter.

Mr. Eckert: So, that gives you 6 months to cure whatever default you might have. Then you would begin to pay rent just for the period of time you are in default. Again, the defaults here are fairly limited. If you have the 6 months breathing room, I am more comfortable with the $10,000. I don't know why you want 6 months if we assign this to somebody else?
Mr. Deane: That is only for Lake Ashton II COD.
Mr. Eckert: So, then we are back to having a dual provision, which  again is fine,  but why are we going down this road?
Ms. Carpenter: How about we put a sentence after it, notwithstanding in accordance of Lake Ashton II COD operating the golf course default rent will not begin until 180 days after they default.
Mr. Eckert: If the Board is fine with that, I am as well because I am pretty confident we will cure any defaults within those 6 months.
Ms. Carpenter: Next, 8.3, this is costs. Generally in a contract, under a lawsuit the costs are borne by each parties themselves. We took that out because under general landlord/ tenant laws, the costs are payable. The one thing I feel strongly is substantially prevailing party. You either win or lose. I would prefer not to have that at all, but I would be okay with it if you feel it is necessary. I just hate putting something in that is already covered, but if you feel strongly about it, that is okay. It is a business decision for you all.
Mr. Eckert: The concern here is that you could have a lawsuit and both parties you have 6 counts on the lawsuit, 1 party prevails on 1 count, and the other party prevails on 5 counts. Then that means everybody pays their own attorneys fees. All you have to do is win on 1 count, and then this attorney fee provision doesn't apply at all. That is a business decision for the Boards and why we put "substantially prevailing" in there because there are some times where you prevail on an affirmative defense on one little issue, but you end up spending a boatload of money litigating over what the main issues really were. So, that is why we had that in there. It is a business decision for you whether you agree to that. That language is in all of your contracts that we prepare for you.
Ms. Carpenter: And we feel strongly otherwise. It should be prevailing party. It should not be substantial because then you are arguing over what is substantial and what isn't. Prevailing parties we see in most contracts. Prevailing party is general language.

Mr. Eckert: Whatever you all decide.
Mr. Williams: It could be the other way, too. The smallest item, if the one item that they prevail on is the smallest, but what if it is the largest item?
Ms. Carpenter: Exactly.
Mr. Mecsics: Then why didn't you just say substantial?
Ms. Carpenter:	That again is fodder for litigation, but it is up to the Boards. It doesn't address the issue, but that is not commercial and typical language.
Mr. Deane: I don't understand why it's not prevailing party, I'm sorry. That is all I have ever seen.
Mr. Eckert: Because you can have litigation where both parties prevail.
Ms. Carpenter: And I know exactly the case he is talking about, and I think that could go against either party in the litigation. It is not a typical commercial. Again, I would like to have it in here because they wanted it in here, but substantially prevailing doesn't mean anything. I can say I won substantially if I won 6 of my affirmative defenses but lost 1 case, then it wasn't substantial. It just adds another layer of litigation.

Mr. Eckert: If all we are arguing about is the word substantially and the rest of that language is in that we wanted to be in, then I think you can live with that. I am not sure you are going to like that if this gets assigned, but that is up to you. The next item that we had, this was in the event of a landlord default. So, we will take out substantially if the Boards are okay with that? We wanted 60 days for them to commence the appropriate curing to begin if they default, and then also if the default has caused the premises to be unusable for golf, keep in mind we have requirements on Lake Ashton II to actually play golf on those 18 holes and operate golf on those 18 holes, and if there is something you are not doing, like maintaining bridges and cart paths and things like that, that makes the course unplayable, we can't put people out there, we want you to commence that cure right away, not wait 60 days before you start looking at how you are going to fix the bridge. So, that is why the language is in there. That's why we suggested that because we have an affirmative obligation to actually run it, but we can't wait 120 days for you to start working on that.
Ms. Carpenter: And we had put 120 just because it takes that long to get meetings and proposals and it might take even longer to get something substantial. If the tenant

doesn't leave, and this would.obviously be with a management company, but if you had a problem, a general remedy is they pay 200% of rent and all rents and change it to a monthly rent. Again, it is nice to have a big amount because it pushes someone, like if you are a management company and you are trying to get rid of your tenant because you want somebody else to come in, but again, that is up to you. Hopefully it will never happen, but you need to have something in there just in case.
Mr. Eckert: Yes. The monthly amount that we suggested is based on $20,000 essentially. So, we just put monthly versus annual because most holdovers aren't going to be for years. You are going to get through the courts before that. So, that is why we changed it to monthly. I don't want the argument of you didn't remove something, so therefore you are still on the property.
Ms. Carpenter: I don't think we have an objection on it. We were just worried about the stipulated damages issue. I don't know off the top of my head if I put in an amount rather than the default rent for issues related to stipulated damages in the contract. I think Mike and I can probably work it out if the Boards direct us. There are certain case law issues that could come up.
Mr. Deane: Shouldn't it be the same as the other?
Mr. Eckert: So, 10 months, but then we get 6 months to holdover and there is no charge? I don't think that is really what you guys_ want. I think the next issue is 9.17, dealing with the assignment.
Ms. Carpenter: Yes. This was something we talked about in length at the last meeting. Lake Ashton II didn't want to have to come to a consent that they sign the contract. We wanted to do without some criteria. We had originally said we wanted 5 years of experience in the Central Florida area. They took out the Central Florida area. You also want someone who has a financial ability to conduct operations so you don't have somebody that has filed bankruptcy or is a startup and they can't do it or just broke off from somebody else and doesn't have the money to be able to operate properly. So, we gave very minimal things where we wouldn't have to consent in the event that the entity has the financial ability to conduct operations with a minimum of 5 years either golf course operations or management experience. That was as minimal as we could come up with. I think the Boards need to have consent of some constraint. Again, we certainly

don't anticipate there being somebody we don't know, but I know it did come up before with landowners forming a company at some point and historically there have been some proposals that may not be ones the Boards would want to look at.
Mr. Eckert: The two items there on that language is first the financial ability to conduct the obligations of tenant. If you want to agree that the tenant, the person who is assigning the lease's discretion to determine that, then that is fine, but that is a very subjective thing. If your Board says they don't think their financial statements are good or heard they had problems so they are not going to approve the assignment, then that is not going to work. Hereunder within the minimum of 5 years experience, again, I get into the question of people leave companies and start new companies, so the people may have the experience in the golf course industry, but the company doesn't. Does that mean that we are not allowed to assign it to a new company that has people who know what they are doing but hasn't been in business for 5 years? Those are the concerns I have on that language that was suggested.
Ms. Carpenter: We tried to address the concern with the operations manager so we can kind of include a broad selection of various people, and the financial ability seems like it has some criteria, but we did try to be as general as possible. We are not picking on Lake Ashton II. I know it sounds like we are, but it is for any tenant. We have to make sure we get a great company in there, but if the company goes belly up and one of the guys wants to run it still and has golf course experience, but we don't have the ability to stop that, it is an issue.
Mr. Eckert: You all need to keep in mind that if you agree to this language and they say they don't agree to the financial ability of who you are trying to assign it to, that will hold up your assignment. If you can add language in there saying the principals have 5 years experience or the employees or managers have 5 years experience with golf course operations, I can get comfortable with that kind of thing, but in terms of very subjective criteria preventing you from hiring an expert to come in, if for some reason you guys decide this isn't your cup of tea, that somebody with more expertise can run it better, again, you need to have rights under the lease to terminate the lease if the grounds aren't being maintained. It is at your discretion, fine, but if it is someone else's discretion, and there is other stuff going on, which happens in communities, they argue about one thing

and then it bleeds over into other things, I am just not comfortable recommending to you that you accept that language. Obviously it is a business decision for you, though.
Ms. Carpenter: And the remedy to terminate the lease is generally a fairly long layout of what the criteria would be, which could be included or not. That is the problem with trying to put a very long term business issue together. If you have criteria you want to present, that would be fine.
Mr. Robertson: I think there are two sides here trying to execute the proper golf course operations, so if we want to assign it to somebody, is there not a reasonableness that we can provide you notification and let you see what we are doing and we can listen to your comments and concerns? We will listen to your feedback and communicate.
Ms. Carpenter: That is exactly what it says. It says we can do it without telling the Board anything. It says you have to have consent.
Mr. Plummer: Financial ability is a subjective term. What you think is financially able to do that and what I think is financially able may be two different things. However, if Lake Ashton II is assigning the lease to somebody else, I would certainly hope they would do their due diligence to figure out what their financial situation is. The way it is written with financial ability is not a real qualification. It is a general statement. Financial ability is a subjective statement.
Ms. Carpenter: And the alternative would be to put in some numbers they think would be reasonable. It is somewhat subjective unless you put actual numbers in there, but to say you don't have to consent to anybody doesn't work.
Mr. Costello: The only problem I foresee is we don't know what things are going to be like as time goes on. We are talking about a long-term lease. What is a dollar today is a nickel tomorrow.
Ms. Carpenter: That is why you generally have consent rights. That  was  a  business term that they wanted there to be a provision that there would be consent rights. In this case, everybody would probably know, but they want to be able to assign it without the consent of the landowner, which is not typical, so we talked about it and said we need to have some criteria. If the landowner doesn't give consent to who runs it, so as long as the company knows they actually operate the lease, and I don't know how you do that without showing you have enough money to pay your bills. That is very tough to define

and not typical. If there are any suggestions to figure out a way to do it without giving up the obligation of the landowner.

Mr. Eckert: I can't come up with numbers in terms of what their financial worth is going to be at this point and time. Again, the minimum number of years, as long as we put the principals and people who are going to be in the day-to-day management of the course have that 5 years that works for me and gives you some assurances that people know what they are doing and it is not just somebody assigning it to somebody else's nephew who knows nothing about golf courses. Again, upper management has experience. You can have somebody who owns a golf company and they are an investor. They may not have the experience, but somebody else who is actually going to be the manager who is going to do it has it. I am fine with 5 years on that. The financial ability, first of all you have to assume that this Board is going to assign the golf course operations to somebody who is destined to fail or has already failed, which I think again is something that is probably not a likely result that they would do that because it will affect their course, as well. I just think it is too general when you say that. In whose discretion? In our discretion? Sure. In somebody else's? Jan and I both approached this the same way. No. We are looking for things that can cause a problem for either one of our clients down the road. This is the kind of thing that if you get Boards who have other issues, or personal issues, they may say they don't agree that they have the financial ability. This stymies the course and really sets up a situation where this District can say fine, we are going to terminate the lease and they are financially viable without this course, they are going to run their course and restaurant, and then you are going to have to figure out what to do with your course. That is not good for the community. We are trying to eliminate as many landmines as we can. This is just one we disagree on in terms of what is reasonable.
Ms. Carpenter: And I agree with Mike. The two Boards, I think is totally fine. If the management company starts having problems and they assign it to a new company, whose nephew operates golf courses and there is no financial ability, we can't stop it.
That is all we are trying to add something  for.  I agree,  it is probably  going to cause some
\
problems, but I think it may cause more problems if we don't have any requirements.
Mr. Robertson: So, if the lease was reassigned to somebody else, in the very unlikely event, why wouldn't we then have discussion between the two Boards? We are

getting ahead. At that point we should be talking to both Boards anyway to try to solve things in the best interest of the community rather than one Board deal with it and the other Board deal with it.
Mr. Eckert: Why don't we add in here if it's assigned by a third party so if that person was to assign it to somebody else, then they have to demonstrate the financial ability to operate the course. You know this District isn't going to say, oh, you are in bankruptcy, okay, take our golf course. I would be fine with adding that in for assignment by a third party, but I don't think between the two of you it is going to be good for the community for you to set yourselves up to have that argument later.
Ms. Carpenter: Or just look for the consent instead of automatic consent  if you  don't give it 60 days.
Ms. Wright: Take out the financial part between us and put it in for the third party.
Mr. Eckert: I think what she said was to take out the financial ability requirement if Lake Ashton II assigns it and for any future assignments beyond that, they would have to come to you and demonstrate the person they are assigning it to has the financial ability to operate the course.
Mr. Robertson: Yes. We are in this together and want to make sure of it.
Mr. Eckert: The last paragraph, Jan, Issue #20, I think that is language you put in. I don't understand the last sentence. It says it agrees to attorn to such landlord. I don't know what that means.
Ms. Carpenter: This is a subordination that if for some reason we still hold the course or did something else with the land that we can transfer it, and the lease would be subordinate to whatever we have to do.
Mr. Eckert: I don't think we are going to agree to be subordinate. I  think  any transfer you make, I don't think this Board cares if you end up selling the property  to a HOA or something like that as long as the lease rides on through.
Ms. Carpenter: And this is some of the other legal issues we talked about before.
It is a legal issue and we argued with the lawyers, so it is up to the Boards to discuss.
Mr. Eckert: Can I suggest that we say "nothing herein  shall prohibit  or limit the  right of landlord to transfer or assign its interest in the premises or this lease to its

successors in interest of the premises, so long as it does not interfere  with the lease." And then we can take out the rest because I don't even understand what the rest means.
Ms. Carpenter: We had that landlord and tenant agrees to execute promptly any instrument reasonably required, taking out the subordination.
Mr. Eckert: Let's stick with the first highlighted sentences in pink, but not strikethrough. It can't interfere with our lease rights. Then take out "upon notice of such transfer of tenant, hereby covenants and agrees to attorn to such landlord," because I  don't understand what that means. I don't think that makes sense. Then, I would change the next language, the strikethrough, to the language we agreed  to before,  dealing with the subordination so it is exactly the same language, then leave it saying  "tenant  agrees to execute promptly any documents needed" so if for some reason the buyer wa·nts to have us sign some sort of certificate, that is my suggestion.
Ms. Carpenter: I am not sure that is an issue.
Mr. Eckert: Just to be clear, "nothing herein shall prohibit or limit the right of  landlord to transfer or assign its interests  in the premises  of this  lease to its successor and interests in the premises so as long as it doesn't interfere  with tenants  rights under the lease" and we are taking out "upon notice of such transfer of tenant, hereby covenants and agrees to a term to such landlord."
Ms. Carpenter: We can come up with a sentence that works. In the unlikely event that the land ever got sold to somebody  else, and you  are still operating the golf course  as the manager, you would need to sign on with the new owner that this is a lease  and  you are abiding by the terms of the lease.
Mr. Eckert: If you want an acknowledgement that you guys are no longer the landlord, then yes, we can provide the acknowledgement that we recognize that you are no longer the landlord under the lease. Does that work?
Ms. Carpenter: No, because that is not the same legal principal. Mr. Zelazny: Jan, why would COD #1 ever sell their land?
Ms. Carpenter: I have no idea, but I can't say that won't happen years from now.
Mr. Zelazny: Let's talk in the real world here.  COD #1 has been  working  now to buy their land. Why would they sell it?

Ms. Carpenter: Sorry, I am losing my patience a little here because trying to negotiate a lease for 30 years for 8 or 9 Boards in the future  with all of the things  that could possibly happen in the world, and Mike and I are trying to come up with every possible problem that could come up. We certainly hope that none of these things happen and we are wasting  a lot of time, but I want to avoid one of the Boards  from being sued   or have legal costs if we can change some words somewhere. That is our job. We are trying to get to the best place and doing it in 3 to 4 days is somewhat ridiculous. I am annoyed and I usually don't show my annoyance, but I am very angry and the New Yorker in me is coming out. We have a handful of provisions that we could not come to an agreement with because we each are looking at different problems and have  seen different issues as a landlord or tenant. It is a standard lease provision.
Mr. Eckert: Can we agree on the same language in terms of subordination that we agreed on previously?
Ms. Carpenter: It is up to the Boards.
Mr. Eckert: We didn't disagree. We just want to make sure it's the language we talked about and we'll agree to put back in the subordination and "tenant agrees... "
Ms. Burns: I have some insurance answers if anyone wants to hear those.  The CDD is written in a trust mintage by FIA and reinsurance provided and the trust is written with all AM Best rated companies A- or better.
Ms. Carpenter: And that was a question we had. AM Best or in a trust.
Ms. Burns: For contract purposes, usually $1 million per occurrence, $3 million aggregate would be sufficient between Lake Ashton and Lake Ashton II because  they have sovereign immunity and you may want higher amounts should it be assigned to a third party. Those are the answers I got.
Mr. Eckert: So, $1 million, $3 million is what they are suggesting. Ms. Burns: For contract purposes.
Mr. Eckert: We have sovereign immunity with $300,000 limits.
Ms. Burns: We will confirm what the current limits are and include those.
Mr. Eckert: I have two items that I put a big "U" meaning undecided that I said we would come back to, so do we mind if we go there because the insurance is the second one of those two? Back to page 1, again we didn't agree on the terms of whether to

include the lease in the maintenance obligations. We agreed to the language as it is written in the redline, right? Then, the landlord's insurance, I think there was a disagreement there, too. Are we going to have the same insurance requirements with each other and they will be based on the insurance you already have once it is confirmed, and in the event you assign it to somebody else, they would have to have different insurance limits. I think there needs to be something that has to be commercially reasonable or something like that because when we go to assign the lease to somebody, if we were going to and we said it is $100 million insurance, that doesn't work.
Ms. Carpenter: I thought we had agreed to market requirements of the golf course. Mr. Eckert: Do you have any unresolved issues, Jan?
Ms. Carpenter: Lots of them, but I think we have covered pretty much everything. I appreciate the Boards going through all of this. It has been a painful week and I appreciate you listening to all of us.

Mr. Eckert: And I also appreciate both Boards. This is a heavy lift for  this community and these Board members. You have all worked really hard to get this far. I know Jan's office has worked really hard to get this far, and we have the government  in  the Sunshine here, so this is probably the most acute example of government in the Sunshine I have ever been involved in. I appreciate everybody's efforts in this regard and this is a good thing for the community and we will keep moving forward. I think what I will try to do, I would like to get the changes incorporated into the lease and we are going to talk about the changes to the interlocal that we mentioned at the beginning and get those approved today, and then I would like to go ahead  and get this thing ready for signature  on Monday so we can have that and be able to move forward and give the seller  notice that we are taking down the entire property now.
Ms. Carpenter: Yes. Probably to that we should have each of Board approve it.
Ms. Burns: I think we can approve it as-discussed, delegate the Board members who have been negotiating this, and then do we want to authorize the Chair  of each District to sign off, as well?
Mr. Eckert: I think we are just approving the form of the lease. Nobody is signing this until we get to the closing because you don't own the property  yet.  It has to be done at closing so you are approving the form subject to final review by the Board members

you have talked about consistent with our discussions today,  and it will get attached  to  the interlocal agreement and again, I am asking for it to be signed on Monday.

On MOTION by Mr. Plummer seconded by Mr. Deane with all in favor the lease agreement was approved by the Lake Ashton COD Board; subject to final review and the appropriate District officials were authorized to execute upon finalizing.

On MOTION by Mr. Robertson seconded by Mr. Zelazny with all in favor the lease agreement and interlocal  agreement were approved by the Lake Ashton II COD Board; subject to final review and the appropriate District officials were authorized to execute upon finalizing.

Ms. Burns: And Lake Ashton II COD?

Ms. Burns: I think our next item would be the discussion  of the extension  of the due diligence and the change to the interlocal as well to record the memorandum of lease as opposed to the entire lease.

On MOTION by Mr. Plummer seconded by Mr. Deane with all in favor the due diligence extension  and discussed  changes to the interlocal agreement were approved by the Lake Ashton COD Board.

Ms. Carpenter: Mike explained this at the beginning very well. They have an extra week on the due diligence. We have not gotten our environmental report so hopefully we will get that soon, and the second thing is to record the memorandum of lease rather than the whole lease agreement on the record.  So, we are looking for a motion for the Boards to approve those changes to the interlocal.

On MOTION by Mr. Mecsics seconded by Mr. Zelazny with all in favor the due diligence extension and  discussed  changes to the interlocal agreement were approved by the Lake Ashton II COD Board.

Ms. Burns: And Lake Ashton II COD?

Ms. Burns: Anything else?
Mr. Eckert: I don't have anything further. Ms. Carpenter: No.

FIFTH ORDER OF BUSINESS	Supervisors Requests and General
Public Comments
Ms. Burns: Next we have Supervisors Requests and General Public Comments. I actually have one thing that Doug and Mike and I discussed with Christine I think after the last meeting and while we have everybody here, I think we might want to discuss the request regarding the age requirement in the fitness facilities at both Districts. There was some discussion to change that age requirement to 14 or to 16 with an adult. We do that for other Districts, some are 14, while some are 16. This would still have to be with an adult. Which age do you prefer?
Mr. Ference: Why not make  it 14?  That  is the age  we use for driving  golf carts, so why would we not use 14 under supervision for that, too?
Mr. Costello: If somebody's grandson comes here quite often and is 16 years old, I don't see why they can't use the facilities, too. If you all think that 14 is appropriate I have no problem with that either. I will make a motion for 14 years old with supervision and signed waiver.

On MOTION by Mr. Costello seconded by Mr. Plummer with  all in favor the Lake Ashton COD Board authorized  revising the age requirement to allow 14 year olds to use the amenity center fitness facilities; subject to having an adult present and signing a waiver.

On MOTION by Mr. Robertson seconded by Mr. Williams with all in favor all in favor the Lake Ashton II COD Board authorized revising the age requirement to allow 14 year olds to use the amenity center fitness facilities; subject  to having an adult present and signing a waiver.

Ms. Burns: Do we have a motion from Lake Ashton II COD?

Ms. Burns: We will update the amenity rules and regulations to include this and also work with Christine and Mary on the form of the waiver. That is all that I have, but before we turn it over for Supervisors Requests and General Public Comments, are there any requests from any of the Supervisors?
Mr. Zelazny: Are we ever going to get the amenities policies sent out and posted?
It has been approved for at least 60 days and we are still waiting for it.

Ms. Burns: Yes. Andrew sent a form of the rules to Sarah. There were some items missing that I believe she sent back, so I think that we are still waiting to see them. I think everybody has kind of turned their focus to the golf course, but I will follow up with both of them on that and we will add these changes we just discussed, as well. Anything else from the Board before we ask for any audience comments? No? Are there any general comments?
A resident: First of all, I would like to say congratulations on getting the sausage made. However, I was a little surprised about incorporating the idea that the lease can be assigned, especially a 30 year lease, only because it is such a long term. It is effectively what you think of as ownership of the land. The whole reason for both communities doing this was to take control of their destinies, and I realize there are requirements in the lease agreement, but effectively by assigning the lease to a third party, that is the situation I believe we all wanted to avoid and why we are spending the money to acquire the property, so perhaps you can do the residents of the community the courtesy of explaining why this is necessary or what the circumstances are in which this may be done because I think a lot of us might be curious about that. Secondly, I think a lot of us looked at the details in the interlocal agreement and read it with the assumption that they were one in the same and the leasee would always be the COD. I just wonder if the attorneys and Supervisors have gone through all of the stipulations and requirements in the interlocal agreement to be sure that they are essentially also in the lease because as I think you pointed out on numerous occasions, the lease could be transferred and then nothing that is in the interlocal agreement would apply to the new leasee, so I would hope that you covered everything like payments, joint lease fees, and things like that which you might want to be sure are covered in the lease and not just the interlocal. Thank you.
Mr. Zelazny: Can't we let Mike answer that?
Mr. Eckert: You are my client, so if my Board directs me to answer that, then yes, I can. I can also talk to him or anyone else after the meeting is done, rather than right now, as well.
Ms. Burns: Are there any other comments?

SIXTH ORDER OF BUSINESS	Adjournment
Ms. Burns: Do we have a motion to adjourn from Lake Ashton COD?

On MOTION by Mr. Ference seconded by Mr. Costello with all in favor the Lake Ashton COD Board adjourned the meeting.

Ms. Burns: Do we have a motion to adjourn from Lake Ashton II COD?

On MOTION by Mr. Mecsics seconded by Mr. Zelazny with all in favor the Lake Ashton II COD Board adjourned the meeting.

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Attorneys and Counselors

MEMORANDUM
Board of Supervisors ("Board")
Lake Ashton II Community Development District ("District") Sarah R. Sandy
Updates to Golf Course Policies March 6, 2020

At the Board's February 7, 2020, meeting, it adopted  preliminary  Lake  Ashton Golf Course Policies ("Golf Course Policies"). After their adoption, resident, supervisor, and staff feedback has been received, and incorporated into the updated Golf Course Policies in your agenda package. We believe further revisions and updates to the Golf Course Policies likely be warranted once the Board selects a manager for the  Golf Course.

Of the feedback received on the Golf Course Policies,  one  item that  remains  open for discussion is the activities permitted in the ponds within the Golf  Course.  Currently, the District and Lake Ashton CDD's Joint Amenity  Facilities  Policies  dated September  27, 2019 ("Joint Amenity Policies") provides the following with regards  to  lakes  and ponds in the Districts:

Patrons may fish from any District owned lake/retention pond within the Lake Ashton Community Development District and Lake Ashton II Community Development District. Please check with the Amenity Manager for rules and regulations pertaining to fishing and for proper access points to these bodies of water.
No water crafts of any kind are allowed in these bodies of water except for small remote-controlled boats intended for recreational purposes.
Swimming is not allowed in any lake or retention pond.

The Board can defer to the Joint Amenity Policies as the sole policy  governing  the  use of the ponds on the Golf Course; however, the use of the ponds on the Golf  Course by non-golfers when golf is being played creates a potential safety hazard. Further, the Golf Course is routinely treated with herbicides and fertilizers, which may drain into the ponds. With these items in mind, the following are the  questions  for  the  Board  to answer in regards to the ponds within the Golf Course:
Should fishing be permitted?
Should operation of small remote-controlled boats intended for recreational purposes be permitted?
If yes to (1) or (2), should the hours be restricted to those times when golfers are not likely to be present?

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

Page 2

If yes to (1) or (2), should non-golfers using the ponds on the Golf Course be permitted to park their golf carts next to the ponds?

I hope this memorandum has proven to be helpful and informative. Please do not hesitate to contact me if you have any questions or would like to discuss some aspect of this memorandum further. Thank you.

Hopping Green & Sams
Atlorneys and Counselors

The Lake Ashton Golf Course Policies apply to any person using the Lake Ashton Golf Club properties and facilities ("Golf Course") within the Lake Ashton Community Development District ("LACDD") and the Lake Ashton II Community Development District ("LAIICDD," together with LACDD, the "Lake Ashton Community" or "Community").

Cart Paths and Bridges

All golf cart pathways, walking paths and ancillary bridges ("Pathways/Bridges") within the Golf Course are shared equally between golfers, golf carts, pedestrians and bicyclists. Use of the Pathways/Bridges by any person not playing golf (''Non.:.Golfers") during hours when golf is being played creates potential safety hazards; therefore, all users of the Golf Course must exercise extreme caution when golf is being played.

To reduce danger and likelihood of being struck by a golf ball, Non-Golfers should walk or ride in the opposite direction of play (starting on Hole 18 and ending on Hole 1), pause as golfers ("Golfers," and together with Non-Golfers, "Individuals") are about to hit, and only continue once the golfers have struck their balls. Golfers should wave Non-Golfers through if the approaching Non-Golfers are fast moving or can pass by quickly.

Non-Golfers must stay on the Pathways/Bridges or Pond banks. Non-Golfers are encouraged to monitor the daily email circulated by Pro Shop staff members announcing course conditions, closures, and starting times for the groups on each course. In doing so, Non-Golfers can identify periods when no golfers are on the course. One course is normally closed on Monday and League play (Tuesday, Wednesday, and Thursday) does not start until 9:00 a.m.; however, Non-Golfers should check the conditions of each course before use. Additionally, it is generally safer to walk before 8:00 a.m. or after 4:00 p.m., when golfers are less likely to be present.

Pathways adjacent to ponds and bridges can be dangerous. Carts should operate at a safe speed and always use headlights after dusk. Extreme caution should be taken when traveling through standing water on paths.

All Non-Golfers who enter the Golf Course and/or utilize Pathways/Bridges and/or Ponds, shall do so at his or her own risk, assume all risks associated with entering property used for playing golf, including but not limited to errant golf balls and golf clubs, and shall indemnify, defend, release, hold harmless, and forever discharge the LACDD, LAIICDD, their present, former, and future supervisors, staff, officers, employees, representatives, agents, contractors, and any other owners of property on which Golf Course facilities may be located from any and all liability, claims, lawsuits, actions, suits or demands, whether known or unlmown, in law or equity, for any and all loss, injury, damage, death, theft, real or personal property damage, expenses (including attorney's fees, costs and other expenses for investigation and defense and in connection with, among other proceedings, alternative dispute resolution, trial court, and appellate proceedings), and hann of any kind or nature arising out of, or in connection with, the use of the Lake Ashton Golf Course, including any and all Pathways/Bridges, Ponds, and parking lots, by the Individual, his or her guest(s), and/or his or her family member(s), including but not limited to any errant golf balls or golf clubs.

Ponds

There are over sixty (60) lakes and ponds ("Ponds") located within the Lake Ashton Community. Ponds are governed by the Joint Amenity Facilities Policies dated September 27, 2019 ("Joint Amenity Policies"). Pursuant to the Joint Amenity Policies, the following activities are prohibited and/or permitted:

Patrons may fish from any Pond within the Golf Course. Please check with the Amenity Manager for rules and regulations pertaining to fishing and for proper access points to these bodies of water. The Community encourages a "catch and release" policy for any fish caught in the ponds because of the frequency with which the Golf Course is treated with herbicides and fertilizers which may produce run-off into the Ponds within the Golf Course.
No water crafts of any kind are allowed in the Ponds, except for small remote-controlled boats intended for recreational purposes.
Swimming, wading, and/or pets are not allowed in any Pond within the Golf Course.

Non-Golfers using the Ponds along the Golf Course must exercise extreme caution when Golfers are present and playing golf because of the risk of being hit by an errant golf ball or golf club. Non-Golfers using the Ponds should position themselves away from the flight of any Golfer's shot and be aware of Golfers hitting. Golf Carts being used by Non-Golfers using the Ponds should be parked way from play and off the Pathways/Bridges.
The Ponds may be occupied with Alligators and other wildlife that can present a danger to Individuals along the Pond banks. All Individuals should exercise extreme caution, but Individuals must be especially mindful of the risk if small children or pets are present. They should not be left unattended.
Golf

Golf may be played at the Golf Course for a fee. Any unauthorized individual found using the Golf Course facilities or playing the course will be asked to make restitution. If payment is not received, the individual will be removed and receive a warning.

Tee times are available upon request through the Pro Shop. Prior to play, Golfers must report to the Pro Shop. Golfers are asked to abide by local rules regarding dress, behavior, and play. Golfers should comply with announcements on course playing conditions.

Golfers are reminded that they share the Pathways/Bridges and Ponds with Non-Golfers. Golfers do not have any higher priority for use than any Non-Golfer and need to be considerate in allowing use by all Community members.

Pets are permitted to be walked and exercised on the Pathways/Bridges. At no time should they be in the fairways or within thirty feet of a green. Pets must be on leash or in a Golf Cart at all times. Pet owners are responsible to pick up after their pet.

Lake Ashton Golf Course Policies
Lake Ashton IT Community Development District Adopted February 7, 2020
Revised March 13, 2020

Golf Carts

Per Fla. Stat. s. 316.003(27), a golf cart is a motor vehicle designed and manufactured for operation on a golf course for sporting or recreational ("Golf Cart").

Golf Cart within the District shall comply with all applicable provisions of Chapter 316, Florida Statutes, including, but not limited to, compliance with all traffic control devices.

All Golf Carts used on the Golf Course, including the Pathways/Bridges, must be registered at LAIICDD's Health and Fitness Center. Registration includes signing a liability waiver and displaying the appropriate Golf Cart decal when using the Golf Course, including the Pathways/Bridges. If the decal is not properly displayed, the Golf Cart operator will be asked to leave the Golf Course.
Golf Carts operators shall abide by all applicable provisions of Chapter 316, Florida Statutes, including, but not limited to, Fla. Stat. s. 316.2125(1), local traffic laws, and the Joint Amenity Policy.

Safety Recommendations: the District recommends all owners and/or operators of Golf Carts used on the Golf Course abide by the following safety recommendations:
Use extreme caution when traveling on Pathways/Bridges, especially when golf is being played;

The District recommends Golf Cart owners obtain liability insurance insuring against personal injury and damage to property with limits of at least $300,000;
Equip Golf Cart with efficient brakes, reliable steering apparatus, safe tires, a rearview mirror, and red reflectorized warning devices in both the front and rear.
•	Regularly check Golf Cart for safe operation of brakes, lights, steering, turn signals, and tires. Make sure batteries are charged to good operating levels.
Passengers and drivers should keep all body parts inside the Golf Cart while it is in motion;
Passengers should have both feet planted firmly on the floor while the Golf Cart is moving;
Passengers should sit with their right hip against the right arm of the seat;
Passengers should be aware of traffic conditions. A sharp, unexpected turn can throw a rider from the Golf Cart. On turns and fast straightaways, passenger should use right hand to grasp the right arm of the seat.