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12/30/2015 Agenda S OffOWT /I 2--4 Heritage Bay Community Development Di . ict_� 1 Board of Supervisors Edwin Hubbard,Chairman Calvin Teague,District Manager Ronald A.Grant,Vice Chairman Gregory Urbancic,District Counsel John May,Assistant Treasurer Dennis Gagne,Assistant Secretary Richard Brodeur,Assistant Secretary Special Meeting Agenda December 30,2015—9:00 a.m. 1. Roll Call 2. Public Comments on Agenda Items 3. Discussion on Lake Bank Modifications Requested by the HOA 4. Discussion on Engineering Contract 5. Supervisors' Requests and Audience Comments 6. Adjournment NOTES: The next meeting is scheduled for January 7,2016 at 9:00 a.m. District Office: Meeting Location: 210 N.University Drive,Suite 702 Heritage Bay Clubhouse Coral Springs,FL 33071 10154 Heritage Bay Boulevard 954-753-5841 Naples,FL > Ad Proof NaPieS EittitU Nevus Sales Rep:[vonne Gori(N9103) Phone:(239)262-3161 Email:ivonne.gori@naplesnews.com AocotlntInformation >Insertion Information Date: 12/16/15 This is a proof of your ad scheduled to run on the dates indicated below. Account Number:531394(N063481) Please confirm placement prior to deadline by contacting your account Company Name:HERITAGE BAY COMMUNITY rep at(239)262-3161. Ad Id:849669 P.O.No.: Total Cost:$280.96 Contact Name: Email:Janice.Swade @STServices.com Tag Line:Notice of Special Meeting Heritage B Address: 210 N UNIVERSITY DR# 702, CORAL SPRINGS, FL, Start Date:12/22/15 Stop Date:12/22/15 33071-7320 Number of Times:I Class:16180-Notice Phone:(954)753-0380 Fax:(954)755-6701 Publications:ND-Naples Daily News,ND-Intemet-naplesnews.com >Ad Proof I agree this ad is accurate and as ordered. Notice of Special Meeting Heritage Bay Community Development District A special meeting of the Board of Supervisors of the Heritage Bay Community Development District to discuss lake bank modifications requested by the HOA, the final District Engineering contract, any other matter that may be property presented before the Board is scheduled to be held Wednesday, December 30,2015 at 9:00 A.M.in the Heritage Bay Clubhouse, 10154 Heritage Bay Boulevard,Naples,Florida. The meeting is open to the public and will be conducted in accordance with the provisions of Florida Law for Community Development Districts.The meeting may be continued to a date, time and place to be specified on the record at the meeting. A copy of the agenda for this meeting may be obtained from Severn Trent Services,210 N.University Drive,Suite 702,Coral Springs,Florida 33071. There may be occasions when one or more Supervisors will participate by telephone. At the above location there will be present a speaker telephone so that any interested person can attend the meeting at the above location and be fully informed of the discussions taking place either in person or by telephone communications. Any person requiring special accommodations at this meeting because of a disability or physical impairment should contact the District Office at(954)753-5841 at least two calendar days prior to the meeting. Each erson who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that person will need a record of the proceedings and that accordingly,the person may need to ensure that a verbatim record of the proceedings is made,Including the testimony and evidence upon which such appeal is to be based. Calvin Teague District Manager December 22,2015 No.849669 Thank you for your business. Our commitment to a quality product includes the advertising in our publications. As such,Journal Media Group reserves the right to categorize,edit and refuse certain classified ads.Your satisfaction is important. If you notice errors in your ad.please notify the classified depart- ment immediately so that we can make corrections before the second print date.The number to call is 239-263-4700. Allowance may not be made for errors reported past the second print date.The Naples Daily News may not issue refunds for classified advertising purchased in a package rate;ads purchased on the open rate may be pro-rated for the remaining full days for which the ad did not run. II December 10, 2015 To: Ed Hubbard Chairman, Heritage Bay Community Development District On behalf of the Long Range Planning Committee and the Heritage Bay HOA, I am requesting that the CDD complete a preliminary investigation into the feasibility of expanding the current golf practice facility South, by building a bulkhead and displacing a small portion of the capacity in CDD Lake 19(aqua range). I understand that you have been provided a copy of the proposed golf practice area expansion plan, and the calculated amount of water that will be displaced by the project.We request that this preliminary investigation start immediately, since the HOA Board will shortly be debating upon the scope of the capital plan that we wish to put to a member vote in March. In order for the Board to include the expansion of the golf practice area in the capital program,we need to have a preliminary indication that the impact on Lake 19 would be acceptable to the CDD and other authorities having jurisdiction(SFWMD etc.). Since we are not at the stage of having an approved project,we want to keep all expenses associated with the development of the capital program to a minimum. In the unlikely event that there are financial expenditures associated with this request, I am authorizing an expenditure of up to$1,000 at this time to be born by the Heritage Bay HOA. If it is identified that the costs associated with this preliminary investigation will exceed this amount, please advise me as soon as possible so the Board can consider how best to proceed. Should the project be approved, expenses associated with work related to the expanded practice facility, which will include installation of the bulkhead, placement of fill to match the current elevation of the practice facility, and grass planting and/or landscaping will be born by the Heritage Bay HOA. Finally,we ask that you, as Chairman of the Heritage Bay CDD,document.the position of the CDD and all authorities having jurisdiction on the acceptability of the proposed expansion to the LRPC and HOA. Further,we request that you clarify, in the form of a revised Memorandum of Understanding between the CDD and the HOA, the CDD position regarding which party will have responsibility for the expenditures associated with the bulkhead and/or modified lake bank maintenance. Thank you for your support, Bob Lukas Vice President, Heritage Bay HOA Board of Directors S� ``:cti� 4. r.4:':..r.,,,,' 4.7N ' -.a ‘‘.' 'n ,i1.,: —N .--- •A, ,,, ,,,..•,„'',v,*,.:: ,-:*v7,--,. -1,, ..6. -..,. N c �+k� . o "a,' ct r. 4 . , '§� ,- `,i-44"--may,r! 4 Y �' 9g OJ .� to) Ru H_o •,, T. v ` T z X 4 fi� -..--,,,,..-,,,,f,0„,,, ,,, O O O 0 o- a E'.. a I* , f . tittAp;',:-izi-.: 7 1 � 5 ty O L3 x its .:.:..4.,,�`may �+" � '''.:4,,?x A ? ,,i 1,,..„04� rN1Ns�it L 4,, ;. ,„i,.,4,,,,,,,,,„:„,,,,,I i � a s � �0,' 4 st;; a Er � .4.,‘714K r c acy n w v:SAN ta° K f :.' - . h WI 0 a ,4 1 > ;4 it s 1 BIZ 4 V ak.51 V a 0 4 UE1& o a. F r 4 o 1 VIffil „ f . 4 `P f Y §, y �r� 3.. ref �� a . • a1 '4444%1",, SPECIAL MEETING-CDD BOS 12/30/15 SUBJECT: HOA PROPOSED LAKE BANK MODIFICATIONS FOR GOLF PRACTICE FACILITY Discussion items and timeline of"how we got to where we are now": October 2015: Green Committee presented proposed golf practice facility to the LRPC -GC and LRPC had been consistently advised that before any proposals could move forward they must be reviewed with and approved by the CDD as we own this lake November 2015: LRPC made the formal golf practice facility proposal to homeowners December 8: EH sent a letter to Don Porter, Chairman of the LRPC, requesting a formal request from the HOA as I needed to present the plans to the CDD in a formal setting for approvals December 10: formal request received from Bob Lukas for the CDD to discuss the proposal and advance a position — IN (kVNOA rOVANG December 11: meeting held with SFWMD to discuss options and how best to proceed -attended by EH,Justin Faircloth and Josh Lockhart of CPH (our engineering firm) -SFWMD advised of 3 potential options, with option 1 being a simple 'letter modification" if no impact on the lake "water quality" was determined. Option 2 would be required if the proposed "water quality" i.e. water volume, is impacted and this would also require a "letter modification"with proof that the related water volume taken up by the construction would be replaced on a 1:1 basis with a 6:1 new lake bank slope. This option 2 usually takes up to 30 days for approvals once the request of SFWMD is made. Option 3 requires a "full permit modification". -Josh Lockhart advised us, after reviewing the actual "basin 3" make up, that the "wet retention volume required (actual feet)" and "wet retention volume provided" indicated that there is NO excess water volume available and we must proceed with option 2; i.e. make up the lost water volume somewhere in basin 3 (lakes 13-27) NOTE: actual water volume as measured by the actual lake bank circumference vs. actual water depth. Important distinction. December 14: (BOS received this communication as well) EH sent a letter to Bob Lukas advising him that we must proceed with option 2 as we need to make up the lost water volume, calculated at 0.19 acres or 8211 square feet. -EH also advised Bob of our planned special meeting of December 30 and encouraged Bob to convene a meeting with all parties present to determine IF the HOA wished to proceed with this requirement OR terminate this proposal December 23: A meeting was held at the request of Bob Lukas and the decision was made to proceed with this proposal. -Attending this meeting from the CDD was Justin Faircloth, Jeffrey Satfield of CPH Engineering, and myself. Other attendees represented the HOA board, the Long Range Planning Committee, T.K. Matthews, Kevin Schaal, Gordon Lewis, golf course designer, and the Green Committee. � 0f Conclusion of the meeting: �� � J t a o deo or -the Green Committee was charged with finding a suitable spot or spots to remediate the lost water volume and a decision is forthcoming. Gordon Lewis to look at all options with lake 19, aqua range lake, being the preferred lake to work on. Plans to be back by w/o January 3. -the HOA was advised that the CDD has already spent about$1000, the upper limit of dollars to be covered by the HOA as identified in Bob Lukas letter dated December 10 and he indicated he would pay for this amount PLUS any dollars spent on behalf of this continuing study. CPH to bill the CDD and CDD to request payment from the HOA. -Green Committee and Gordon Lewis to define the scope of work to help CPH keep the overall costs to a minimum -CPH, when requested, to work with the HOA and ensure that ALL remediation work meets the SFWMD requirements and then work with the CDD when requesting the formal "letter of modification". CPH can utilize the expertise of Glase Construction as well when identifying likely areas for remediation and that the required volume of water can be achieved in the identified area(s). Overall comments from the Chairman: -work will be overseen by CPH to ensure all requirements are met and building a bulkhead will in fact alleviate any washout issues going forward. Furthermore, rebuilding a lake bank, with littorals, and at a 6:1 slope will only enhance the lake bank being reconstructed. itc-tu4a P12-14tO .ANtvM or uNovz -- TD 14-o A o kiv s i gtp ( u W-A-110.) vitvI L Nys,b ( -IJ 7 o N G e ff06 ti Lh w- 'z_ AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES WITH CPH, INC. THIS AGREEMENT made and entered into the_day of January, 2016 by and between the: Heritage Bay Community Development District 5911 County Lakes Road Fort Myers,FL 33905 , hereinafter referred to as the"CLIENT"and: CPH, Inc., a Corporation. whose principal address is: 500 W. Fulton Street, Sanford, FL 32771, and whose local address is 2216 Altamont Avenue, Fort Myers, FL 33901, hereinafter referred to as "ENGINEER". The CLIENT and ENGINEER are collectively referred to herein as the"parties". WITNESSETH WHEREAS, the CLIENT desires to retain the ENGINEER, in accordance with the applicable provisions of law, to furnish general consulting services that may including engineering, surveying, planning, architectural, environmental, and/or landscape architectural services and to perform those tasks outlined and described in Section 2, hereof, and as specifically set out in Work Orders to be issued under this Agreement;and WHEREAS, the CLIENT desires to employ the ENGINEER for the performance to support the activities, programs and projects of the CLIENT upon the terms and conditions hereinafter set forth, and the ENGINEER is desirous of performing such services upon said terms and conditions;and WHEREAS,the ENGINEER hereby warrants and represents to the CLIENT that it is competent and otherwise able to provide professional services to the CLIENT;and WHEREAS, all submissions submitted by the ENGINEER in its bid/RFP/RFQ are hereby incorporated herein to the extent not inconsistent with the CLIENT'S solicitation for the services described herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: 1 SECTION 1: GENERAL 1.1 The term "ENGINEER" as used in this Agreement is hereby defined herein to include all principals of ENGINEER including, but not limited to, full time employees, professional or otherwise, and all other, agents, employees and/or subcontractors retained by ENGINEER to perform its obligations hereunder. 1.2 This Agreement is for continuing professional engineering services for CLIENT projects. It is anticipated that separate projects will be required of ENGINEER during the term of this Agreement.All capabilities provided by the ENGINEER are available for service to the CLIENT. 1.3 The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. 1.4 Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. SECTION 2: SCOPE OF SERVICES The ENGINEER shall diligently and in a professional and timely manner perform the work included in each Work Order. 2.1 WORK ORDERS"SCOPE OF SERVICES" Projects to be performed by the ENGINEER, as defined in this Section shall be authorized in a written Work Order issued by the CLIENT in a form similar to Exhibit B. Work Orders by the CLIENT shall include a detailed project description with an anticipated completion schedule. Prior to the CLIENT issuing the Work Order, the CLIENT may direct the ENGINEER to submit to the CLIENT a"Proposal"for the Work Order. The ENGINEER's Proposal shall include a detailed scope of services for the Work Order, a proposed method of compensation,and the ENGINEER's proposed schedule of completion, and a listing of special reimbursable expenses. The ENGINEER shall review Work Orders and notify the CLIENT in writing of inadequacies for CLIENT's correction, if warranted. 2.2 CHANGE ORDERS Revisions to any Work Order shall be authorized in writing by the CLIENT as a Change Order. Each Change Order shall include a schedule of completion for the work authorized, compensation, and methods of compensation. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Agreement between the parties on and execution of any change order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged work, including all direct and indirect costs of whatever nature, and all adjustments to the ENGINEER's schedule. 2.3 MEETINGS At the request of the CLIENT or the CLIENT's designated representative, CPH shall attend routine meetings to represent, make presentation, or otherwise support a CLIENT request. All meeting shall be billed directly to the CLIENT on a "time and materials" basis following the fee scheduled attached as Exhibit"A". 2 SECTION 3: ENGINEER'S RESPONSIBILITIES 3.1 The ENGINEER shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by the ENGINEER under this Agreement as well as the conduct of its staff, personnel, employees and agents. The ENGINEER shall, without additional compensation, correct or revise any errors or deficiencies in its work product for each specific Work Order. The ENGINEER shall work closely with the CLIENT on all aspects of the work and services. 3.2 Neither the CLIENT's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and the ENGINEER shall be and remain liable to the CLIENT in accordance with applicable law for all damages to the CLIENT caused by the ENGINEER's negligent performance or failure to perform any of the services furnished under this Agreement. SECTION 4: CLIENT RIGHTS AND RESPONSIBILITIES The CLIENT shall provide the services described below in a timely fashion at no cost to the ENGINEER. 4.1 The CLIENT shall furnish a CLIENT official representative, as appointed by the designated representative, to administer, review and coordinate Work Orders and/or Meeting Requests. 4.2 The CLIENT shall make CLIENT's personnel available where, in the CLIENT's opinion, they are required and necessary to assist the ENGINEER. The availability and necessity of said personnel to assist the ENGINEER shall be determined solely at the discretion of the CLIENT. 4.3 The CLIENT shall examine all of the ENGINEER's work and indicate the CLIENT's approval or disapproval within a reasonable time so as not to materially delay the work of the ENGINEER. 4.4 The CLIENT shall transmit instructions, relevant information, and provide interpretation and definition of CLIENT policies and decisions with respect to any and all materials and other matters pertinent to the work covered by this Agreement. 4.5 The CLIENT shall give written notice to the ENGINEER whenever the CLIENT's designated representative knows of a development that affects the work and scope of services, timing of the ENGINEER's services, or a defect or change necessary in the work of the ENGINEER. SECTION 5: COMPENSATION 5.1 GENERAL Compensation to the ENGINEER for services performed on each Work Order shall be defined and indicated in the Work Order as"fixed fee/lump sum", or based on the fee schedule attached as Exhibit"A" either as "time and materials"; "cost-plus-a-fixed-fee"; or, "guaranteed maximum-not-to-exceed" basis. The type and amount of compensation for each Work Order shall be described on the Work Order. Compensation for general meetings as described within section 2.3 herein shall be billed on an hourly basis utilizing the attached fee schedule (Exhibit"A"). All meetings shall be billed directly to the CLIENT on a "time and materials" basis following the fee scheduled attached as Exhibit "A". Reimbursable expenses, if identified in a Work Order or required as part of a CLIENT requested meeting, shall be paid to the ENGINEER in addition to the compensation for services and shall include expenditures made by the ENGINEER, or its employees, in the interest of the work effort for the following expenses: (a) Expenses of transportation, when traveling in connection with a project, in accordance with Sections 112.061(7)and(8), Florida Statutes,or their successors. 3 (b) Expenses of long distance telephone calls,cell phone usage, and facsimile transmission (c) Expenses of reproductions, postage and handling of material associated with the work effort. (d) If authorized in writing in advance by the CLIENT, the cost of other expenditures made by the ENGINEER in the interest of the work effort. (e) The fee schedule attached as Exhibit'A" will be reviewed annually and may be modified at the request of the ENGINEER with the approval of the CLIENT. If modified, the new rates will be established as if reflected in Exhibit"A". 5.2 INVOICE PROCESS Invoices which are received by the CLIENT, will be processed for payment within thirty (30) days of receipt by the CLIENT. The ENGINEER will be notified of any disputable items contained in invoices submitted by the ENGINEER within fifteen (15) days of receipt by the CLIENT with an explanation of the deficiencies. The CLIENT and the ENGINEER will make every effort to resolve all disputable items contained in the ENGINEER's invoices. Approved revised invoices received by the CLIENT will be processed for payment within thirty(30)days of receipt by the CLIENT. Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, and billing period. A billing period represents the dates in which the ENGINEER completed work referenced in an invoice. Invoices are to be forwarded directly to: WI*: Heritage Bay CDD C/o Severn Trent Services VW: Assistant District Manager Address: 5911 Country Lakes Drive Ft. Myers,FL 33905 1:0004:00: 239-245-7118 239-245-7120 >liiiii: Justin.fairclothestservices.com SECTION 6:WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH OF AGREEMENT 6.1 WORK COMMENCEMENT ENGINEER shall commence work on each Work Order within ten (10)days after receipt by ENGINEER of a written notice-to-proceed from the CLIENT's Designated Representative, as set forth in the Work Order, or as otherwise agreed upon between the CLIENT and ENGINEER and set forth in the Work Order. 6.2 IMPLEMENTATION SCHEDULE ENGINEER and the CLIENT agree to make every effort to adhere to the schedules established for the various Work Orders as described in the Work Order. However, if ENGINEER is delayed at any time in the progress of the work by any act or omission of the CLIENT, or of any employee of the CLIENT, or by any other ENGINEER employed by the CLIENT, or by changes ordered in the work, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of ENGINEER and beyond ENGINEER's control which would not reasonably be expected to occur in connection with or during performance of the work, or by delay 4 authorized by the CLIENT pending a decision, or by any cause which the CLIENT shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the CLIENT approves. It is further expressly understood and agreed that ENGINEER shall not be entitled to any damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes. Additional or reduced compensation to ENGINEER may be negotiated to the mutual agreement of the parties in the event delays cause Work Order pricing to increase or decrease; provided, however, ENGINEER shall not receive additional compensation for delays that occur in any way as a result of ENGINEER's acts or omissions. 6.3 LENGTH OF AGREEMENT This Agreement shall be for a one (1) year period from its date of execution and shall be automatically renewed annually, unless terminated as provided herein. SECTION 7: DESIGNATED REPRESENTATIVES 7.1 GENERAL The CLIENT designates the CLIENT Manager or his designated representative, to represent the CLIENT in all matters pertaining to and arising from the work and performance of this Agreement. The designated representative, shall have the following responsibilities: 7.1.1 Examination of all work and rendering, in writing, decisions indicating the CLIENT's approval or disapproval within a reasonable time so as not to materially delay the work of the ENGINEER; 7.1.2 Transmission of instructions, receipt of information, and interpretation and definition of the CLIENT's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement; 7.1.3 Giving prompt written notice to the ENGINEER whenever the CLIENT's official representative knows of a defect or change necessary in the project; and 7.1.4 Coordinating and managing the ENGINEER's preparation of any necessary applications to governmental bodies,to arrange for submission of such applications. 7.2 DESIGNATED REPRESENTATIVES Until further notice from the CLIENT Manager,the designated representative for this Agreement is: Name: Calvin Teague-Severn Trent Management Services Title: District Manager Telephone: 239-245-7118 x.301 Pax: 239-245-7120 Email: cal.teasrueAstservices.com ENGINEER's designated representative is: Jeffrey M. Satfield, P.E. CPH,Inc. 5601 Mariner Street—Suite 105 Tampa,FL 33609 Telephone Number: 239-332-5499 E-mail address:jsatfield @cphcorp.com 5 SECTION 8:TERMINATION/SUSPENSION OF AGREEMENT 8.1 TERMINATION BY THE CLIENT FOR CAUSE The CLIENT may terminate this Agreement or any Work Order by written notice for convenience at any time for any one(1)or more of the reasons as follows: 8.1.1 If, in the CLIENT's opinion, adequate progress on any phase of the services to be provided under a Work Order is not being made by the ENGINEER due to the ENGINEER's failure to perform; or 8.1.2 If, in the CLIENT's opinion, the quality of the services performed by the ENGINEER is not in conformance with commonly accepted professional standards, standards of the CLIENT, and the requirements of Federal and/or State regulatory agencies, and the ENGINEER has not corrected such deficiencies in a timely manner as reasonably determined by the CLIENT;or 8.1.3 The ENGINEER or any employee or agent of the ENGINEER is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the ENGINEER;or 8.1.4 The ENGINEER'becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors;or 8.1.5 The ENGINEER violates the Standards of Conduct provisions herein. 8.1.6 In the event of any of the causes described in this Section, the CLIENT's Designated Representative may send a certified letter to the ENGINEER requesting that the ENGINEER show cause why the Agreement or any Work Order should not be terminated. If assurance satisfactory to the CLIENT of corrective measures to be made within a reasonable time is not given to the CLIENT within fifteen (15) calendar days of the date of the letter, the CLIENT may consider the ENGINEER to be in default, and may then immediately terminate this Agreement or any Work Order in progress under this Agreement. 8.2 TERMINATION BY ENGINEER FOR CAUSE The ENGINEER may cancel this Agreement, subject to the provisions of Subsection 8.2.3, if: 8.2.1 The CLIENT materially fails to meet its obligations and responsibilities as contained in the CLIENT's Rights and Responsibilities;or 8.2.2 The CLIENT fails to pay the ENGINEER in accordance with this Agreement. 8.2.3 In the event of either of the causes described in Subsection 8.2, the ENGINEER shall send a certified letter requesting that the CLIENT show cause why the Agreement should not be terminated. If adequate assurances are not given to the ENGINEER within fifteen (15) days of the receipt by the CLIENT of said show cause notice, then the ENGINEER may consider the CLIENT to be in default, and may immediately terminate this Agreement. 8.3 TERMINATION BY THE CLIENT WITHOUT CAUSE Notwithstanding any other provision of this Agreement, the CLIENT shall have the right at any time to terminate this Agreement in its entirely without cause, or terminate any specific Work Order without cause, provided that thirty(30) days prior, written notice is given to the ENGINEER of the CLIENT's intent to terminate. In the event that this Agreement is terminated, the CLIENT shall identify any specific Work Order(s) being terminated and the specific Work Order(s)to be continued to completion pursuant to the provisions of this Agreement. This Agreement will remain in full force and effect as to all authorized Work Order(s)that are to be continued to completion. 6 8.4 PAYMENT IN THE EVENT OF TERMINATION In the event this Agreement or any Work Order is terminated or canceled prior to final completion without cause, payment for the unpaid portion of the services and reasonable costs of closures of the Agreement and any Work Order, provided by the ENGINEER to the date of termination and any additional services thereafter will be determined by negotiation between the CLIENT and ENGINEER. No amount shall be allowed for anticipated profit on unperformed services or other work. 8.5 ACTION FOLLOWING TERMINATION 8.5.1 Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue all services and other work, unless the notice provides otherwise. 8.5.2 In the case of the CLIENT terminating the ENGINEER, the ENGINEER shall within ten (10) calendar days, or any extensions as approved by the CLIENT's Designated Representative, deliver to the CLIENT all work product, data, documents, and other documents that have been obtained or prepared by the ENGINEER or at its direction in performing the services under this Agreement, regardless of whether the work on such documents,has been completed or is in progr1ess. 'C' u3E,)r s" ( reseo S.t,l� t A reaso�Q1'\� ACIA" cog4—t hra�s Sv-tM, w0 r`erJ�c k of �s (/M,SI2. 06k \ i r SECTION 9: INDEMNITY AND INSURANCE 13 6 9.1 GENERAL 9.1.1 ENGINEER agrees to indemnify and hold harmless the CLIENT/public agency and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the ENGINEER and other persons employed or utilized by the ENGINEER in the performance of the contract. The extent of the above-referenced indemnification provisions shall be limited to $2,000,000.00 per occurrence. Additionally, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton, or intentional misconduct of the CLIENT or its officers, directors, agents, or employees,or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the ENGINEER or any of the ENGINEER'S contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees. The parties further agree that this provision satisfies the requirements of Florida Statute Section 725.08 so that the indemnification provisions are valid and binding upon the parties to this Agreement. 9.1.2 The execution of this Agreement by the ENGINEER shall obligate the ENGINEER to comply with the indemnification provision in this Agreement; however, the ENGINEER must also comply with the provisions of this Agreement relating to insurance coverages. 9.2 INSURANCE The ENGINEER shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A-or better, authorized to do business in the State of Florida: Worker's Compensation: The ENGINEER shall provide Worker's Compensation for all of their employees. The limits will be statutory limits for Worker's Compensation and $1,000,000 for Employer's Liability. 7 Comprehensive General Liability:The ENGINEER shall provide coverage for all operations including, but not limited to, Contractual, Products and Complete Operations and Personal Injury. The limits will not be less than$1,000,000 CSL or its equivalent. Comprehensive Automobile Liability: The ENGINEER shall provide complete coverage for owned and non-owned vehicles for limits not less than$1,000,000 CSL or its equivalent. Professional Liability: The ENGINEER shall provide professional liability insurance as well as errors and omission insurance in a minimum amount of$2,000,000 CSL or its equivalent. All insurance other than Worker's Compensation and Professional Liability to be maintained by the ENGINEER shall specifically include the CLIENT as an additional insured, The ENGINEER shall provide Certificates of Insurance to the CLIENT, evidencing such insurance, prior to the issuance of the first Work Order under this Agreement from the CLIENT. These Certificates of Insurance shall become part of this Agreement. The CLIENT shall be named as an additional insured on the ENGINEER's liability insurance. The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the CLIENT by submission of a new Certificate of Insurance. • The ENGINEER shall furnish Certificate of Insurance directly to the CLIENT's Designated Representative. The certificates shall clearly indicate that the ENGINEER has obtained insurance of the type, amount and classification required by these provisions. 9.3 Nothing in this Agreement or any action relating to this Agreement shall be construed as the CLIENT's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. 9.4 The CLIENT shall not be obligated or liable under the terms of this Agreement to any party other than the ENGINEER. There are no third party beneficiaries to this Agreement. SECTION 10: STANDARDS OF CONDUCT 10.1 The ENGINEER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the ENGINEER, to solicit or secure this Agreement and that the ENGINEER has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the ENGINEER, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. 10.2 The ENGINEER hereby certifies that no undisclosed conflict of interest exists with respect to the present Agreement, including any conflicts that may be due to representation of other clients, other contractual relationships of the ENGINEER, or any interest in property that the ENGINEER may have. The ENGINEER further certifies that any conflict of interest that arises during the term of this Agreement will be immediately disclosed in writing to the CLIENT. 10.3 If the CLIENT determines that any employee or representative of the ENGINEER is not satisfactorily performing his assigned duties or is demonstrating improper conduct pursuant to any assignment under this Agreement, the CLIENT shall so notify the ENGINEER, in writing. ENGINEER shall immediately remove such employee or representative of the ENGINEER from such assignment. 10.4 The ENGINEER shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CLIENT. 8 SECTION 11:ACCESS TO RECORDS/AUDIT 11.1 The ENGINEER shall maintain books, records, documents, time and costs accounts and other evidence directly related to its performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. 11.2 The ENGINEER shall maintain and allow access to the records required under this Section for a period of five (5) years after the completion of the services provided under this Agreement and date of final payment for said services, or date of termination of this Agreement. In connection with its services to the CLIENT pursuant to this Agreement, the ENGINEER agrees to fully comply with the provisions of Section 119.0701, Florida Statutes pertaining to Florida's Public Records Law. Said compliance will include the ENGINEER taking appropriate and necessary steps to comply with the provisions of Section 119.0701 (2)(a)-(d), Florida Statues. SECTION 12: CODES AND DESIGN STANDARDS 12.1 All the services to be performed by the ENGINEER shall in the minimum be in conformance with commonly accepted professional codes and standards, standards of the CLIENT, and the regulations of any Federal and/or State and/or regulatory agencies. 12.2 The ENGINEER shall be responsible for keeping apprised of any changing codes or regulations, which regulations must be applied to the Work Order to be performed under this Agreement. SECTION 13: ASSIGNABILITY The ENGINEER shall not sublet, assign or transfer any interest in or work under this Agreement. Claims for the money due or to become due, may be assigned to a bank, trust company, or other financial institution without such CLIENT approval however notice of such assignment or transfer shall be furnished promptly to the CLIENT. SECTION 14: CONTROLLING LAWSNENUE/INTERPRETATION This Agreement is to be governed by the laws of the State of Florida. Venue for any legal proceeding related to this Agreement shall be in Collier County, Florida. This Agreement is the result of bona fide arms length negotiations between the CLIENT and ENGINEER and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 15: FORCE MAJEURE Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION 16: EXTENT OF AGREEMENT This Agreement, together with the Exhibits constitutes the entire Agreement between the CLIENT and the ENGINEER and supersedes all prior written or oral understandings in connection therewith. This Agreement may only be amended, supplemented or modified by a formal written amendment. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. 9 SECTION 17: NOTICES Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, email, hand delivered, commercial overnight courier (i.e. FedEx or UPS), addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the representative places for giving of notice,to-wit: (A) For the CLIENT: Name: Heritage Bay CDD C/o Severn Trent Services Title: Assistant District Manager Address: 5911 Country Lakes Drive Ft. Myers, FL 33905 Telephone: 239-245-7118 Fax: 239-245-7120 Email: Justin.fairclothc stservices.com (B) For the ENGINEER: David A. Gierach, P.E. CPH, Inc. 500 West Fulton Street Sanford,FL 32771 Telephone Number: 407-322-6841 Fax: 407-330-0639 E-mail address: dgierach @cphcorp.com Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The ENGINEER agrees not to claim any waiver by CLIENT of such notice requirements based upon CLIENT having actual knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of the ENGINEER to comply with the express written notice requirements herein. ****Signatures on following page**** 10 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature:the CLIENT through its Board of Supervisors taking action on the day of January 2018,and the Board of Supervisors'signing by and through Its duly authorized corporate officer having the full and complete authority to execute same, ATTEST: CPH,INC. 71k I Secretary Patricia Hunt Ddvid A.Olerach,P.E. President Date: 12/17/15 ATTEST: Heritage Bay Community Development District By: Chairperson Secretary Date: 4364.5.- II EX"A" -r, Rates & Reisnbiirsables _ CPH STANDARD RATES ____ _ CPH STANDARD RATES • Category Rate Category Rata Principal $180 Principal Landscape Architect $180 Sr.Project Manngor $160 Sr.Landscape Architect $125 Project Manager $140 Landscape Architect $105 Professional engineer _ ___ $130 Sr.Landscape Oseigndr $100 8r.Project Engineer $125 Landscape Designer $85 Project Engineer $115 Project Designer 8110 Project Coordinator 890 Principal Traffic Engineer $180 Sr.Design Technician $105 Sr.Traffic Engineer $135 Design Technician $95 Traffic Engineer $115 Sr CADD Technician $85 Traffic Analyst $105 CADD Technician $74 Senior Graphic Designer $125 Principal Environmental Scientist 3160 Graphic Designer $75 Senior Environmental Scientist 8123 Lead Environmental Scientist $105 Administrative Clerical II $90 Environmental Scientist $93 Clerical I $40 OM Analyst $105 'Network Admin.(I) —Mr Arborlst $125 Sr.Construction Manager 5120 Construction Manager " S105 Principal Planner $180_ Construction Field Representative ii $100 Sr.Planner $130 Construction Field Personnel t $80 Planner $100 Principal Surveyor $180 Principal Architect $180 Sr.ProtesalOnal Surveyor - $130 Professional Surveyor and Mapper $125 Sr.Architect • $140 Field Technician/Designer $105 Senior Architectural Manager $130 Surveyor In Training —5105- Architect $125 sureey Project Manager/CAUD 5100 Senior Architectural Designer $120 Plaid Crew Coordinator S95 Designer $105 Survey Party Chia WS Architectural Desi 9 Survey instrument Man —5$3" Architectural Coordinator $85 Surveying Sr CADD Tech 580 Surveying CADD Tech $15 Principal Structural Engineer 3180 Survey Crew(2 Man) $135 Senior Structure(Engineer $140 Survey Crew(Construction Staking•2 Man) $15 Survey Crow(3 Man) $1585 Structural Engineer $115 OPS(1 Man)1 Robotics $130 _ GPS(2 Men) 5185 Principal MEP Engineer $180 1 Man ScennerlLaser Survey Crew $268 MEP Project Engineer $115 2 Man Scanner/Laser Survey Crew $290 MEP Project Designer $110 MEP Design Technician $95 Schedule of Reimbursable Charges Copies($SW) Plots(BSW) Mileage At Current IRS 8.3 x 11 $0.05 Each 11 X 17 $0.21 Each Rates 6.8 x 14 $0.10 Each 12 X18 $0.24 Each Phone At Coat Postage At Cost 11 x 17 $0.20 Each 15 X 21 $0.35 Eeeh Outside Relmbursebies At Cost 34 X 22 $0.83 Each Copies(Color) 24 X 38 5 0.96 Each 8.5 x 11 $0.28 Each 30 X42 $1.42 Each 8.5 x 14 $0.30 Each 36 X 48 $1.93 Each 111 x 17 $0.35 Each Billing and Reimbursable Rates Are Subject To Periodic Review and Adjustment Mytars Plots(Color/Bond) Updated:December 142015 24 x 36 59.00 Each 24 x 38 $24.00 Each 32 x 42 $13.00 Each 30 x 42 $35.00 Each 38 x 48 348.00 Each EXHIBIT B WORK ORDER FORM Work Order Number Heritage Bay Community Development District Master Agreement/Contract Number: 'Dated: Contract/ProJect Title Purchase Order No. Consultant: CPH,Inc. Consultant/Contractor's Business Address,Phone Number,Fax Number and E-mail Address 500 West Fulton Street,Sanford,FL 32771 Email Address:jsatfield @cphcorp.com ATTACHMENTS TO THIS WORK ORDER METHOD OF COMPENSATION DRAWINGS/PLANS/SPECIFICATIONS FIXED FEE BASIS SCOPE OF SERVICES TIME BASIS-NOT TO EXCEED AMOUNT SPECIAL CONDITIONS TIME BASIS-LIMITATION OF FUNDS PRICING(INFORMATION UNIT PRICE BASIS-NOT TO EXCEED AMOUNT WO TERMS AND CONDITIONS TIME FOR COMPLETION: Days of the effective date to this Work Order Effective date-this Work Order: Date of Execution by Client Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet the stated completion requirement may be grounds for termination for default. Work Order Amount: Dollars Expressed In Numbers: $ Dollar Amount Written Out: In Witness Whereof,the parties hereto have made and executed this Work Order on the respective dales under each signature:The Client by and through Its duly authorized corporate officer and the Consultant/Contractor by and through its duty authorized corporate officer having the full and complete authority to execute same. CPH,Inc. Signature, Printed Name;Title,&Dote Heritage Bay Community Development District Signature Printed Name,Title,and Date C:\Usersljsatfieid\Desktop\HB\Copy of Exhibit B--WORK ORDER--Generic