The MEETING was called to order by CHAIRMAN Robert K. Rollins, Jr. at 5:15 p.m.

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2 GREATER BOCA RATON BEACH & PARK DISTRICT MINUTES OF A REGULAR MEETING OF THE BOARD OF COMMISSIONERS SUGAR SAND PARK SOUTH MILITARY TRAIL, BOCA RATON January 7, 2019 The MEETING was called to order by CHAIRMAN Robert K. Rollins, Jr. at 5:15 p.m. COMMISSIONERS PRESENT: Craig F. Ehrnst Steven M. Engel Robert K. Rollins, Jr. Susan Vogelgesang Erin A. Wright CHANGES TO AGENDA: It was the consensus of the Board to move item number 5 under Regular Business: Update Boca National Golf Club to item number 2. PUBLIC REQUESTS: Steve Finvar, President of Boca Jets/Lacrosse, thanked the Board for engaging a contractor for the installation of artificial turf at Patch Reef Park, commenting that It will be fabulous for all sports. Robert DuKate thanked the Board for moving the clubhouse from the northwest corner to the southeast corner of NW 2 nd Avenue & Jeffrey Street. As the design phase moves forward, he hopes that public commentary will be solicited. Christian Castro suggested the addition of a playground at one of the corners in the design of Boca National Golf Club. Harold Chaffee commented that he was pleased that the Board relocated the clubhouse to the southeast corner of NW 2 nd & Jeffrey Street. He suggested that the maintenance facility be relocated behind Condo 9, and that consideration be given to moving the putting course (cradle) near the restaurant to attract youths. APPROVAL OF MINUTES OF PREVIOUS BOARD MEETINGS: MOTION was made by Commissioner Vogelgesang and seconded by Commissioner Engel to approve the minutes of the regular meeting held on December 17, MOTION UNANIMOUSLY APPROVED REGULAR BUSINESS: 1. Election of Officers Commissioner Rollins expressed his appreciation for the opportunity to be the Chairman during 2018, commenting that It has been a very good experience. 1

3 Chairman Commissioner Rollins nominated Commissioner Vogelgesang for the position of Chairman; seconded by Commissioner Engel. Nominations were closed by Commissioner Engel. By acclamation, Commissioner Vogelgesang accepted the position as Chairman. Vice-Chairman Commissioner Vogelgesang nominated Commissioner Wright for the position of Vice-Chairman; seconded by Commissioner Engel. Nominations were closed by Commissioner Vogelgesang. By acclamation, Commissioner Wright accepted the position as Vice-Chairman. Secretary-Treasurer Commissioner Engel nominated Commissioner Ehrnst for the position of Secretary-Treasurer; seconded by Commissioner Vogelgesang. Nominations were closed by Commissioner Engel. By acclamation, Commissioner Ehrnst accepted the position as Secretary-Treasurer. 5. Update - Boca National Golf Club ChairmanVogelgesang introduced Mr. Wayne Branthwaite, Price/Fazio Golf Course Architect. He stated that the project consists of two phases: Phase I - Investigation & Conceptual Design of the golf course. Phase II Design Development & Permitting of all of the buildings and infrastructure [tunnel]. The RFP process to identify a golf course contractor should begin within the next 3 or 4 weeks. Construction of the golf course is anticipated to commence in August. He reviewed the status of the tasks to-date. 2. Patch Reef Park Tennis Programming Ms. Briann Harms, Interim Executive Director, addressed the investigation of two anonymous letters received by the District regarding an independent contractor operating a tennis program at the subject facility. She noted that the contract is on par with other tennis contracts, and that the City has a plan to make sure that current residents and members are not impacted by the new program. City staff members Ms. Leslie Martorano, Tennis Center Manager and Ms. Tiffany Lucia, Recreation Superintendent, were present to answer questions. Commissioner Rollins felt that the District should be informed when a new program element is incorporated into any District facility as it affects revenue and expenses. 3. Use of Ocean Strand for Gumbo Limbo s Annual Sea Turtle Day Event Ms. Harms advised that the Friends of Gumbo Limbo has requested the use of Ocean Strand for additional parking for its Annual Sea Turtle Day event on March 2 nd. MOTION was made by Commissioner Rollins and seconded by Commissioner Engel to allow the Friends of Gumbo Limbo to use the Ocean Strand property for additional parking for the Annual Sea Turtle Day event on March 2, MOTION UNANIMOUSLY APPROVED 4. Boca Championship Golf Tournament Sponsorship Mr. Eddie Carbone, Tournament Director for the Oasis Championship, sought District sponsorship in the amount of $60,000 to promote the Boca Raton National Golf Club. He 2

4 furnished an informational sheet describing tournament participation. A lengthy discussion ensued. MOTION was made by Commissioner Rollins and seconded by Commissioner Ehrnst to participate in the sponsorship of the Boca Championship Golf Tournament in the amount of $60,000. MOTION PASSES 3-2 Commissioner Engel and Commissioner Wright opposed the Motion 6. Sunshine Law Refresher District Legal Counsel, Jacob Horowitz gave a PowerPoint presentation on The Sunshine Law and The Public Records Law. APPROVAL OF PAYROLL AND INVOICES: A revised disbursement list was provided which included the addition of check number 2767 payable to FPL in the amount of $29, for the relocation of the main power line at the turf fields at Patch Reef Park. MOTION was made by Commissioner Ehrnst and seconded by Commissioner Rollins to approve the payroll and revised invoices totaling $144, MOTION UNANIMOUSLY APPROVED REPORTS AND DISCUSSION ITEMS: Interim Executive Director Gumbo Limbo Ms. Harms and Ms. Dawson attended the weekly Gumbo Limbo boardwalk construction walkthru meeting and provided some photos [Commissioner Wright was also in attendance]. A change order request for the replacement of some rotted wood guardrails at a cost below $10,000 will be forthcoming. Ms. Dawson, District Facilities Manager, gave an update on the following projects: Gumbo Limbo Tower All demolition of the tower has been completed. Gumbo Limbo Pump/Piping Project - Awaiting Army Corps of Engineers permitting updates. Red Reef Park - Central Restrooms: Notice to Proceed issued on 1/7/19; North Restroom Building Inspector reviewing two items. Completion of both projects anticipated the first week of May Patch Reef Park Artificial Turf Project Contract ready to be executed. A meeting will be scheduled with Calvin-Giordano and the contractor to discuss all of the FPL work. 3

5 Commissioner Ehrnst expressed concern about managing the contractor CSR to make sure they deliver the project to the specifications of the contract. Ms. Dawson informed that she is assigned to manage the project. Patch Reef Tennis Courts GeoSyntex will review the base and asphalt and make a recommendation. Swim & Racquet Center - Push door activations will be installed on 1/25 signs & blinds being manufactured. Issue with slippage due to installation of non-slip tile being addressed. District Counsel - Mr. Horowitz stated that he researched the situation of Alex Petrykowski who currently occupies one of the warehouse sheds at Boca National. He sought authorization to seek a lawsuit to remove him from the property which is owned by the City. MOTION was made by Commissioner Ehrnst and seconded by Commissioner Engel to proceed with the necessary lawsuit while additional discussions ensue with the City to close the matter. MOTION UNANIMOUSLY APPROVED Commissioners - Commissioner Engel stated that he will be unable to attend the March 4 th Board meeting; he asked that the meeting be changed to March 11th. The Board deferred the decision; this item will be placed on the January 22 nd agenda. Referencing the Swim & Racquet Project, he inquired about cost overruns. Ms. Harms responded that Mr. Timberlake added $1.8 million to cover overages and complete the project. Commissioner Engel offered his view of how future bids should be considered to limit project overages. In closing, he thanked District employee Madlane Bentivegna for her many years of service. Commissioner Rollins expressed optimism about better communication between City staff members and the District with regard to keeping the District informed about activities/elements/programming at District facilities. Commissioner Wright inquired about the status of the joint meeting with the City. She expressed concern that the District is not working towards an end concept at Boca National - the big picture. Ms. Harms responded that the District is awaiting a financial package for the golf course to present to the City. Mr. Koski offered that the numbers given by Price/Fazio for the golf course are still valid; they are currently working to establish the type of clubhouse and the value associated with the building. The golf course has to be coordinated with the clubhouse. Drawings for the golf course are 66% complete. Within a couple of weeks, Mr. Branthwaite will report on the golf course and discuss the items that are not included, such as golf carts. The abandonment of Jeffrey Street and the acquisition of the single-family home on Jeffrey Street are issues that need to be considered. 4

6 Commissioner Ehrnst stated the importance of lighting the short course and driving range to obtain economic benefits. Ms. Harms will attempt to schedule a February joint meeting with the City. FUTURE AGENDA ITEM January 22 - Change in Meeting Date Discussion Budget Revision Update Mr. Timberlake Change Order Gumbo Limbo Boardwalk Presentation by the Friends of Gumbo Limbo ADJOURNMENT: MOTION was made by Commissioner Engel and seconded by Commissioner Rollins to adjourn the meeting at 7:30 p.m. MOTION UNANIMOUSLY APPROVED Susan Vogelgesang Chairman Craig F. Ehrnst Secretary-Treasurer 5

7 Board of Trustees Michele Kurucz Peel President Andrew Winninger Vice President Ross Appel Treasurer Bronwen de Villiers Secretary Darlene Ward John Jarvis Kathy Cottrell Ken Imhoff Manjunath Pendakur Marie Parker Robyn Morigerato Honorary Trustee Gordon J. Gilbert Staff Diane Bilodeau Finance Director Brandon Canute Development Manager Paige Newberry Marketing & Communications January 16, 2019 Joanne Miller Greater Boca Raton Beach and Parks District Sugar Sand Park Community Center 300 South Military Trail Boca Raton, FL via Re: Presentation for January 22, 2019 District Meeting Dear Ms. Miller, Thank you for including a presentation by the Friends of Gumbo Limbo (Gumbo Limbo Nature Center, Inc.) on the January 22, 2019 Greater Boca Raton Beach and Park District Agenda. The presentation will cover the following items: Role of Friends of Gumbo Limbo Friends contributions to overall funding of Gumbo Limbo Friends preparations for the future of Gumbo Limbo I will be happy to provide copies of the presentation after the meeting if that would be useful to you. Please let me know if you have any questions. Regards, Michele Kurucz Peel c michele@gumbolimbo.org Our Mission is to support coastal and marine education, conservation and research endeavors of the Gumbo Limbo Nature Center. 6

8 Greater Boca Raton Beach and Park District Review of Budget revised 1/15/2019 Budget actual budget revised budget Taxes 2018 as amended Current Ad Valorem Taxes $ 23,155,700 $ 22,992,061 $ 24,500,300 $ 24,500,300 Delinquent Ad Valorem Taxes 20,000 (7,778) 20,000 20,000 Other Revenues Interest 60, , , ,000 Charges for Park Fees and Services 1,400,000 1,514,950 1,450,000 1,450,000 Special Interest Revenues 2,100,000 2,271,125 2,150,000 2,150,000 Other - 18,076 1,000 1,000 School District Cooperative Funding 20,000 20,000 20,000 20,000 Beach renourishment reimbursement 1,399,854 Golf Course reimbursement from Bonds 2,400,000 resources forward 803, , ,000 Total Revenues and Other Financing Sources $ 29,959,400 $ 28,398,394 $ 29,107,300 $ 29,107,300 Expenditures/Expenses: Park Operation and Maintenance By City of Boca Raton Park Operation & Maintenance $ 16,075,500 $ 20,179,210 $ 17,319,400 $ 17,319,400 Special Interest Activities 2,021,700 2,046,400 2,046,400 Recreation Technical & Supervisory 941, , ,800 General Fund Administration 558, , ,800 City Capital Expenses 1,100, see reserves Gumbo Limbo Pump renovations 2,950,000 2,950,000 R.Reef Gumbo Limbo tower&boardwalk 1,093,600 1,093,600 Other reimbursements golf course and dog pk 322, , ,700 By Florida Atlantic University 359, , , ,000 Total Park Operation & Maintenance 21,378,700 20,497,480 25,550,700 25,550,700 District Capital Expenses Golf Course Acquisition 2,742,000 2,775,008 Golf Course Construction no funding Golf Course Jeffery Street land acquisition - no funding Golf Course Design 258, ,000 1,000,000 Golf Course building demolition 300,000 13, ,000 Contract admin 72,000 72,000 72,000 72,000 Science Playground - - SARC Master Plan/Construction 4,100,000 3,087,873 2,160,000 revised Transfer to sinking fund beach renourish 300,000 49, , ,000 SSP lighting and AC projects 200, , , ,000 SSP Field house Design - FAU 650, ,199 Patch Reef Park new fields 3,100, ,445 3,750,000 4,000,000 Total Capital Expenses District 11,464,000 7,262,251 4,722,000 8,367,000 Debt Service Golf Course 574, ,085 1,613,900 1,613,900 Other Expenses General Government 1,904,300 1,756,669 1,881,400 1,881,400 Golf Course operations 55,454 25,000 Golf Tournament Sponsorship 502, ,800-60,000 total other expenses 2,407,100 2,314,924 1,881,400 1,966,400 Boca Raton Community Redevelopment Agency 1,250,200 1,248,437 1,342,500 1,342,500 Total Expenditures/Expenses 37,074,300 31,889,177 35,110,500 38,840,500 excess (deficiency) of revenues over expenditur $ (7,114,900) $ (3,490,783) $ (6,003,200) $ (9,733,200) Fund Balance -Beginning 19,971,466 19,971,466 12,877,300 16,480,717 Fund Balance - Ending $ 12,856,566 $ 16,480,717 $ 6,874,100 $ 6,747,517 reserves of fund balance Sinking fund Beach Renourishment 1,122,300 1,422,300 1,422,300 1,422,300 City Capital Reserve 1,600,500 1,600,500 Operating reserves 2,000,000 2,000,000 2,000,000 2,000,000 balance available $ 9,734,266 $ 13,058,417 $ 1,851,300 $ 1,724,717 7

9 Greater Boca Raton Beach and Park District Review of Funding Status of District Capital Projects amended $ budget projected Project District $ Needed Budget actual District Capital Projects Year Share by GBRB&PD Patch Reef Fields % $ 4,100,000 $ 3,100,000 $ 112,445 3,750,000 4,000,000 Swim & Racquet Construction % 4,900,000 4,100,000 3,087,873 2,160,000 FAU Athletic Field % 650, , ,199 - Sugar Sand Park Field House % 7,000,000 - Golf Course Acquisition % 2,742,000 2,742,000 2,775,008 Golf Course Jeffery Street land % 850,000 - Golf Course Demolition of Buildings % 750, ,000 13, ,000 Golf Course Design % 1,000, , ,000 1,000,000 Golf Course Construction % Contract Administration all 100% 216,000 72,000 72,000 72,000 72,000 Beach Renourishment transfers all 100% 1,800, ,000 49, , ,000 Sugar Sand Other all 100% 600, , , , ,000 total District Only $ 24,608,000 $ 11,464,000 $ 7,262,253 $ 4,722,000 8,367,000 8

10 Greater Boca Raton Beach Park District Review of the Swim Racquet Club Project 12/31/2018 actual projected projected total Swim and Racquet Club to 12/31/2018 additional total budget 2018 actual vendor 9/30/2018 9/30/2019 9/30/2019 9/30/ projected MDS Builders $ 2,733,272 $ 662,467 $ 1,260,890 $ 1,923,357 $ 4,656,629 Mummaw & Associates Inc 50,340 31,245 30,000 61, ,585 John A Grant, Jr. Inc 20,928 5,591 30,000 35,591 56,519 city of Boca Raton 83,268-83,268 FPL Empire Office 59,733 45, , ,733 Bolton Perez Associates 3,200 3,200 3,200 Precision Contracting Services 7,402 7,402 7,402 Shiff Construction & Dev. 11,391-11,391 United Site Services 188,465 24,039 24, , total $ 3,087,873 $ 793,752 $ 1,365,890 $ 2,159,642 $ 5,247,515 total contract change order MDS Builders award for golf course only SRC original contract $ 3,995,930 $ 3,995,930 - change orders to 12/31/2018 1,391, , ,699 total contract related SRC 5,387, ,735 4,656,629 Paid on contract to 9/30/2018 (2,733,272) (2,733,272) Paid current year to 12/31/2018 (662,467) (662,467) balance remaining $ 1,991,625 $ 730,735 $ 1,260,890 9

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19 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this day of, 2019 by and between the GREATER BOCA RATON BEACH AND PARK DISTRICT, an independent special taxing district (hereinafter referred to as the DISTRICT ), and BRIANN HARMS, an individual (hereinafter referred to as INTERIM EXECUTIVE DIRECTOR ), both of whom understand and agree as follows: WITNESSETH: WHEREAS, Briann Harms serves as the Greater Boca Raton Beach and Park District s Assistant Executive Director; and WHEREAS, the DISTRICT s Board of Commissioners desires to employ the services of Briann Harms in the capacity as the DISTRICT s Interim Executive Director; and WHEREAS, it is the desire of the DISTRICT to provide certain benefits, establish certain conditions of employment and to set working conditions for the INTERIM EXECUTIVE DIRECTOR; and WHEREAS, the INTERIM EXECUTIVE DIRECTOR desires to accept employment as INTERIM EXECUTIVE DIRECTOR of the DISTRICT. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1.0 DUTIES: 1.1.The DISTRICT hereby agrees to employ BRIANN HARMS, as INTERIM EXECUTIVE DIRECTOR to perform the functions and duties specified in Exhibit A, attached hereto and incorporated herein, and the DISTRICT Charter; and to perform other legally permissible and proper duties and functions as the DISTRICT s Board of Commissioners shall, from time to time, assign. 2.0 TERM: 2.1.The commencement date of employment of the INTERIM EXECUTIVE DIRECTOR shall be, 2019, ("Commencement Date") and shall continue as provided for in this Agreement until such time that the DISTRICT engages an individual to serve as Executive Director, and subject to all of the terms, conditions, and provisions hereof. 2.2.Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the DISTRICT to terminate the services of the INTERIM EXECUTIVE DIRECTOR at any time, subject only to the provisions set forth in Section 3.0 of this Agreement. 18

20 2.3.Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the INTERIM EXECUTIVE DIRECTOR to resign at any time from her position with the DISTRICT, subject only to the provisions set forth in Section 3.4 of this Agreement. 2.4.The position of the INTERIM EXECUTIVE DIRECTOR is not and cannot be an hourlytype employment. Hence, the INTERIM EXECUTIVE DIRECTOR shall do all things necessary and required to be available to the DISTRICT, its agents, servants and employees during the course of this Agreement on a twenty-four (24) hour basis, seven (7) days a week for emergency and other public purposes, consistent with good and respectable management requirements and as otherwise dictated and provided by the DISTRICT Charter and Florida and federal law. 3.0 SUSPENSION, TERMINATION, AND SEVERANCE PAY: 3.1 The INTERIM EXECUTIVE DIRECTOR shall serve at the will and pleasure of the DISTRICT s Board of Commissioners. In the event the DISTRICT wishes to terminate the services of the INTERIM EXECUTIVE DIRECTOR as set forth in this Agreement, the DISTRICT may terminate this Agreement, for any reason, by an affirmative vote of three (3) members of the DISTRICT Board of Commissioners. 3.2 In the event that INTERIM EXECUTIVE DIRECTOR is terminated by the DISTRICT prior to the expiration of the aforesaid term of this Agreement without cause, then, in that event, the DISTRICT covenants and agrees to pay to INTERIM EXECUTIVE DIRECTOR severance pay an amount not to exceed twenty (20) weeks of compensation for services rendered pursuant to this Agreement, as set forth in Section , F.S. 3.3 The DISTRICT shall have no obligation to pay the aggregate severance sum designated in Section 3.2, in the event that INTERIM EXECUTIVE DIRECTOR is terminated by the DISTRICT for cause, as determined by a majority of the DISTRICT s Board of Commissioners, or because of: her conviction of any illegal act involving personal gain to her; a plea of a no-contest to a felony; or conviction or a plea of no-contest to a misdemeanor relating to the position of Construction/Project Manager or involving an act of moral turpitude. 3.4 In the event that INTERIM EXECUTIVE DIRECTOR voluntarily resigns her position with the DISTRICT before expiration of the aforesaid term of the Agreement, then INTERIM EXECUTIVE DIRECTOR shall give the DISTRICT at least thirty (30) days written notice of her intent to resign, unless the parties otherwise agree. 3.5 In the event that INTERIM EXECUTIVE DIRECTOR is permanently disabled or is otherwise unable to perform her duties without reasonable accommodation because of 19

21 sickness, accident, injury, mental incapacity or health for a period of four (4) consecutive weeks, DISTRICT shall have the option to terminate this Agreement subject to the terms and conditions contained herein. 3.6 Upon execution of this Agreement, the INTERIM EXECUTIVE DIRECTOR was employed by the DISTRICT as the Assistant Executive Director. Unless the INTERIM EXECUTIVE DIRECTOR is terminated pursuant to Section 3.3 of this Agreement, nothing set forth herein shall preclude the INTERIM EXECUTIVE DIRECTOR from applying for and being considered for the DISTRICT s Executive Director position. In the event that the INTERIM EXECUTIVE DIRECTOR is not selected to serve as the DISTRICT s Executive Director, the INTERIM EXECUTIVE DIRECTOR shall be entitled to return to her Assistant Executive Director position upon the DISTRICT s engagement of an Executive Director under the same terms and conditions of employment at the time of execution of this Agreement. 4.0 INSURANCE The INTERIM EXECUTIVE DIRECTOR shall receive all health insurance and related benefits consistent with the benefits received by all DISTRICT employees. 5.0 SALARY 5.1. The DISTRICT agrees to pay the INTERIM EXECUTIVE DIRECTOR for her services rendered pursuant hereto an annual base salary of $93, payable in installments at the same time as other the employees of the DISTRICT are paid The DISTRICT and the INTERIM EXECUTIVE DIRECTOR agree that the INTERIM EXECUTIVE DIRECTOR shall not be entitled to any compensation or payment except for the compensation set forth in this Agreement. 6.0 GENERAL EXPENSES AND OTHER BENFITS: 6.1. The INTERIM EXECUTIVE DIRECTOR shall receive a monthly automobile allowance in the amount of Five Hundred Dollars and 00/100 ($500.00).The DISTRICT recognizes that certain expenses of a non-personal and generally job-affiliated nature may be incurred the INTERIM EXECUTIVE DIRECTOR in her performance of the duties set forth herein. The DISTRICT hereby agrees to reimburse or to pay said general expenses, and the DISTRICT is hereby authorized to disburse such monies upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits, subject to approval by the DISTRICT s Board of Commissioners. 7.0 INDEMNIFICATION: 7.1. In accordance with Section , F.S., the DISTRICT shall provide a legal defense, and indemnification against any tort, professional liability claim or demand or other legal action, arising out of an alleged act or omission occurring within the scope of the 20

22 INTERIM EXECUTIVE DIRECTOR s employment and performance of the INTERIM EXECUTIVE DIRECTOR s duties and functions, under the same terms and conditions as provided to the other governmental employees under the laws of the State of Florida. The DISTRCT shall have the right to compromise and settle any such claim or suit and pay the amount of any such settlement or judgment rendered thereon, in its sole discretion. This indemnification provision shall survive the termination of this Agreement. 8.0 OTHER TERMS AND CONDITIONS OF EMPLOYMENT: 8.1. The DISTRICT s Board of Commissioners, in consultation with the INTERIM EXECUTIVE DIRECTOR, shall fix any such other terms and conditions of engagement, as it may determine from time to time, relating to the performance of the INTERIM EXECUTIVE DIRECTOR, provided such terms and conditions are not inconsistent with, or in conflict with, the provisions of this Agreement, the DISTRICT s Charter, or any other law All provisions of the DISTRICT Charter and regulations and rules of the DISTRICT relating to salary, cost of living adjustments, longevity, vacation and sick leave, holidays and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to the INTERIM EXECUTIVE DIRECTOR as they would to other employees of the DISTRICT, in addition to the benefits enumerated specifically for the benefit of the INTERIM EXECUTIVE DIRECTOR except as herein provided. 9.0 MISCELLANEOUS: 9.1. Final Agreement: It is understood and agreed that this document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and that the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written Modification of Agreement: It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith Counterparts: This document shall be executed in at least two (2) counterparts each of whom shall be deemed to be a duplicate original. 21

23 9.4. Florida Law: This Agreement is executed and is to, be performed in the State of Florida, and shall be governed by and construed with the laws of the State of Florida. Venue for any legal action shall be set in Palm Beach County, Florida Litigation: In connection with any litigation arising out of this Agreement, including any administrative, trial level or appellate proceedings, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorneys fee Counsel The Parties acknowledge that they have reviewed this Agreement with independent counsel or have had sufficient opportunity to do so, and that neither party has been otherwise coerced into agreeing to any provisions of this Agreement Severability/Integration If any clause, section or other part or application of this Agreement shall be held by any court of competent jurisdiction to be unconstitutional or invalid, such unconstitutional or invalid part or application shall be considered as eliminated and so not affecting the validity of the remaining portions or applications remaining in full force and effect. IN WITNESS WHEREOF, the parties hereto have made and executed this Employment Agreement on the respective dates under each signature: INTERIM EXECUTIVE DIRECTOR BRIANN HARMS GREATER BOCA RATON BEACH AND PARK DISTRICT ROBERT ROLLINS, CHAIR APPROVED AS TO LEGAL FORM: DISTRICT COUNSEL 22

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26 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this day of, 2019 by and between the GREATER BOCA RATON BEACH AND PARK DISTRICT, an independent special taxing district (hereinafter referred to as the DISTRICT ), and ARTHUR C. KOSKI, P.A., a professional association (hereinafter referred to as KOSKI ), both of whom understand as follows: WITNESSETH: and WHEREAS, since, KOSKI has served as the DISTRICT s Executive Director; WHEREAS, on or about July 24, 2018, the DISTRICT entered into an agreement with Southern Hills, Inc. for the design of a golf course currently referred to as the Boca National Golf Course (the Golf Course ), generally located at 5801 Northwest Second Avenue in Boca Raton; and WHEREAS, KOSKI and the DISTRICT have agreed to a transition in KOSKI s relationship with the DISTRICT from the Executive Director position to a Construction/Project Manager position responsible for overseeing the design and future construction of the Golf Course, subject to the terms and conditions set forth herein; and WHEREAS, it is the desire of the DISTRICT to secure and retain KOSKI s services as a Construction/Project Manager for the Golf Course, and that the retention of KOSKI to perform such services is in the DISTRICT s best interests. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1.0 DUTIES: 1.1.The DISTRICT hereby agrees to retain KOSKI, through its designee Arthur C. Koski, as Construction/Project Manager, to oversee the design, development and construction of the golf course to be generally located at 5801 Northwest Second Avenue in Boca Raton, formerly known as the Ocean Breese Golf Club and currently referred to as the Boca National Golf Course. 1.2.KOSKI shall perform any and all duties and responsibilities reasonably necessary to oversee the design, development and construction of the Golf Course. Such responsibilities shall include, but not be limited to, administering the agreement between the DISTICT and Southern Hills, Inc., dated July 24, 2018, for the design of the Golf Course, and administering the anticipated agreement between the DISTRICT and a future vendor for the construction of the Golf Course. 25

27 1.3.KOSKI shall make periodic reports to the DISTRICT s Board of Commissioners, which shall occur no less than monthly, on the status of the design, development and construction of the Golf Course. 2.0 TERM: 2.1.The commencement date of this agreement shall be, 2019, ("Commencement Date") and shall continue as provided for in this Agreement until,, ("Expiration Date") or until the completion of the Golf Course, unless terminated sooner pursuant to the terms and conditions hereon. For purposes of this section, Golf Course completion shall mean the issuance of a certificate of occupancy for the club house and the opening of the Golf Course to the general public. 2.2.Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the DISTRICT to terminate the services of KOSKI at any time, subject only to the provisions set forth in Section 3.0 of this Agreement. 2.3.Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of KOSKI to resign at any time from his position as the DISTRICT s Construction/Project Manager, subject only to the provisions set forth in Section 3.4 of this Agreement. 2.4.The position of the Construction/Project Manager is not and cannot be an hourly-type employment. Hence, the KOSKI shall do all things necessary and required to be available to the DISTRICT, its agents, servants and employees during the course of this Agreement on a twenty-four (24) hour basis, seven (7) days a week for emergency, public utility, and other public purposes, consistent with good and respectable management requirements. 3.0 SUSPENSION, TERMINATION, AND SEVERANCE PAY: 3.1 KOSKI shall serve at the will and pleasure of the DISTRICT s Board of Commissioners. In the event the DISTRICT wishes to terminate the services of KOSKI as set forth in this Agreement, the DISTRICT may terminate this Agreement, for any reason, by an affirmative vote of three (3) members of the DISTRICT Board of Commissioners. 3.2 In the event that KOSKI is terminated by the DISTRICT prior to the expiration of the aforesaid term of this Agreement without cause, then, in that event, the DISTRICT covenants and agrees to pay to KOSKI severance pay in an amount not to exceed twenty (20) weeks of compensation for services rendered pursuant to this Agreement, as set forth in Section , F.S. 3.3 The DISTRICT shall have no obligation to pay the aggregate severance sum designated in Section 3.2, in the event that KOSKI is terminated by the DISTRICT for cause, as determined by a majority of the DISTRICT s Board of Commissioners, or because of: his conviction of any illegal act involving personal gain to his; 26

28 3.3.2 a plea of a no-contest to a felony; or conviction or a plea of no-contest to a misdemeanor relating to the position of Construction/Project Manager or involving an act of moral turpitude. 3.4 In the event that KOSKI voluntarily resigns his position with the DISTRICT before expiration of the aforesaid term of the Agreement, then KOSKI shall give the DISTRICT at least ninety (90) days written notice of his intent to resign, unless the parties otherwise agree. 3.5 In the event that KOSKI is permanently disabled or is otherwise unable to perform his duties without reasonable accommodation because of sickness, accident, injury, mental incapacity or health for a period of four (4) consecutive weeks, DISTRICT shall have the option to terminate this Agreement subject to the terms and conditions contained herein. 4 INSURANCE: 5.0 SALARY 5.1. The DISTRICT agrees to pay KOSKI for his services rendered pursuant hereto an annual base salary of payable in installments at the same time as other the employees of the DISTRICT are paid The DISTRICT and KOSKI agree that KOSKI shall not be entitled to any compensation or payment except for the compensation set forth in Section GENERAL EXPENSES: 6.1. The DISTRICT recognizes that certain expenses of a non-personal and generally jobaffiliated nature may be incurred by KOSKI in his performance of the duties set forth herein. The DISTRICT hereby agrees to reimburse or to pay said general expenses, and the DISTRICT S Executive Director is hereby authorized to disburse such monies upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits, subject to approval by the DISTRICT s Board of Commissioners. 7.0 INDEMNIFICATION: 7.1. In accordance with Sec , F.S., the DISTRICT shall provide a legal defense, and indemnification against any tort, professional liability claim or demand or other legal action, arising out of an alleged act or omission occurring within the scope of KOSKI s employment and performance of KOSKI s duties and functions, under the same terms and conditions as provided to the other governmental employees under the laws of the State of Florida. The DISTRCT shall have the right to compromise and settle any such claim or suit and pay the amount of any such settlement or judgment rendered thereon, in its sole discretion. This indemnification provision shall survive the termination of this Agreement. 27

29 . 8.0 OTHER TERMS AND CONDITIONS OF EMPLOYMENT: 8.1. The DISTRICT s Board of Commissioners, in consultation with KOSKI, shall fix any such other terms and conditions of engagement, as it may determine from time to time, relating to the performance of KOSKI, provided such terms and conditions are not inconsistent with, or in conflict with, the provisions of this Agreement, the DISTRICT s Charter, or any other law All provisions of the DISTRICT Charter and regulations and rules of the DISTRICT relating to salary, cost of living adjustments, longevity, vacation and sick leave, holidays and other fringe benefits and working conditions as they now exist or hereafter may be amended, shall apply to KOSKI as they would to other employees of the DISTRICT, in addition to the benefits enumerated specifically for the benefit of KOSKI except as herein provided. 9.0 ETHICS AND CONFLICTS OF INTERESTS KOSKI shall avoid all conflicts of interests, as well as appearances of conflicts of interests, throughout the term of this Agreement. KOSKI shall be subject to Part III, Chapter 112, F.S, as well all applicable DISTRICT policies and procedures related to ethics and conflicts of interest. Nothing set forth in this Agreement shall preclude or limit KOSKI s ability to engage in outside work or employment which is not in conflict with the duties and responsibilities set forth herein MISCELLANEOUS: Final Agreement: It is understood and agreed that this document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and that the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written Modification of Agreement: It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith Counterparts: This document shall be executed in at least two (2) counterparts each of whom shall be deemed to be a duplicate original. 28

30 10.4. Florida Law: This Agreement is executed and is to, be performed in the State of Florida, and shall be governed by and construed with the laws of the State of Florida. Venue for any legal action shall be set in Palm Beach County, Florida Litigation: In connection with any litigation arising out of this Agreement, including any administrative, trial level or appellate proceedings, the prevailing party shall be entitled to recover all costs incurred, including all reasonable attorney s fee Counsel The Parties acknowledge that they have reviewed this Agreement with independent counsel or have had sufficient opportunity to do so, and that neither party has been otherwise coerced into agreeing to any provisions of this Agreement Severability/Integration If any clause, section or other part or application of this Agreement shall be held by any court of competent jurisdiction to be unconstitutional or invalid, such unconstitutional or invalid part or application shall be considered as eliminated and so not affecting the validity of the remaining portions or applications remaining in full force and effect. IN WITNESS WHEREOF, the parties hereto have made and executed this Employment Agreement on the respective dates under each signature: ARTHUR C. KOSKI ARTHUR C. KOSKI GREATER BOCA RATON BEACH AND PARK DISTRICT ROBERT ROLLINS, CHAIR APPROVED AS TO LEGAL FORM: DISTRICT COUNSEL 29

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