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Agenda 06/19/2019 (Amended) Board of Supervisors Maureen McFarland,Chair/Treasurer Justin Faircloth,District Manager Mary Beth Schewitz,Vice Chair Greg Urbancic,Esq.,District Counsel Corrie Grado,Assistant Secretary • _._� _ Dawn Aitkenhead, Supervisor MAR Luanne Kerins,Supervisor Community Development District Meeting Agenda (Amended) Wednesday,June 19,2019 Note: Requests to address the Board on all subjects, which are not on today's agenda, will be accommodated under"Audience Comments". All public comments are limited to a maximum of three minutes per attendee in order to facilitate orderly and efficient District business. Any person who decides to appeal a decision of this Board will need a record of the proceedings pertaining thereto and may need to ensure that a verbatim record of these proceedings is made at their expense. Any person requiring special accommodations at this meeting because of a disability of physical impairment should contact the District Office at 954-603-0033,extension 40532 at least two days prior to the meeting. 1. Roll Call 2. Approval of Agenda 3. Public Comments on Agenda Items 4. Approval of the Minutes of the April 17, 2019 Meeting 5. Supervisors' Requests and Continents A. Key Marco CDD/Key Marco HOA Agreement Termination Discussion B. Key Marco CDD/Inframark Contract Discussion C. Key Marco CDD Dissolution Discussion 6. Inframark Introduction to the Board 7. Old Business A. Three Way Stop Sign at Blue Hill Drive and Whiskey Creek Drive 8. New Business A. Separation of CDD&HOA Expenses Discussion B. Crawford Landscaping Letter Dated April 25, 2019 C. Crawford Landscaping Chinch Bug Application Proposal D. Crawford Landscaping Hurricane Season/Storm Clean Up Proposal E. Gatehouse Status i. Koala-T Painting, Inc. Estimate ii. Status of Planters F. Annual Landscape Contract Discussion District Office Meeting Location 210 N.University Drive,Suite 702 Key Marco Community Center Coral Springs,Florida 33071 505 Whiskey Creek Drive Marco Island,FL.34145 Board of Supervisors Maureen McFarland,Chair/Treasurer Justin Faircloth,District Manager Mary Beth Schewitz,Vice Chair . Greg Urbancic,Esq.,District Counsel Corrie Grado,Assistant Secretary ''ata Dawn Aitkenhead, Supervisor KEY MARC_-_(_ Luanne Kerins,Supervisor Community Development District G. District Engineer Discussion 9. Attorney's Report A. Draft Rules of Procedure B. Consideration of Resolution 2019-06, Relating to Maintenance and Repair Expenditures 10. Manager's Report A. Approval of the Minutes of the March 20, 2019 Meeting B. Approval of the Minutes of the April 17,2019 Meeting C. Special Event Request YMCA of South Collier Letter Dated April 25,2019 D. Acceptance of the Financials E. FY 2020 Proposed Budget F. Consideration of Resolution 2019-08,Election of Officers G. Report on the Number of Registered Voters(58) H. Follow-Up Items i. Gatehouse LPR Cameras Installation ii. FEMA Update iii. Website Discussion 11. Audience Comments 12. Adjournment *Next regular meeting and budget public hearing scheduled for July 17, 2019 District Office Meeting Location 210 N.University Drive,Suite 702 Key Marco Community Center Coral Springs,Florida 33071 505 Whiskey Creek Drive Marco Island,FL.34145 KEY IVWCO Community Development District Key Marco Community Development District(CDD) Rationale for Dissolution Last Spring,the Key Marco CDD Board appointed Supervisor Maureen McFarland to work with Carl Midkiff from the HOA Board to research whether it was in the best interests of Key Marco to continue to maintain a CDD. A budget limit of$25,000 was approved by the Board for legal fees. The following is a summary of the research and findings from this analysis. Community Development Districts (CDDs) are local units of special-purpose governments used primarily by developers to fund infrastructure projects. In 1992, the developer of Key Marco created the Key Marco CDD, which then issued bonds to finance the roads,bridge and gate house of Key Marco. Thus,the developer was not responsible to pay for this infrastructure; it was financed via CDD issued-bonds,which were the responsibility of the 134 Key Marco landowners. In December 2013,these bonds matured;the roads,bridge and guard house were fully paid off by the landowners of Key Marco. Now that the Key Marco CDD bonds have matured and the CDD no longer has any financial liabilities,members of Key Marco believed it prudent to determine whether the Key Marco CDD should continue to be maintained. As a special-purpose government, a CDD is encumbered by numerous regulations,reporting requirements, fees and other governmental restrictions. It was estimated during a Key Marco CDD Board Meeting that the cost of maintaining the Key Marco CDD is conservatively $65,000 plus per year. Is the+$65,000 annual cost, along with the numerous governmental burdens,justified now that the Key Marco landowners have paid off all CDD liabilities? ANALYSIS OF PRIMARY BENEFITS OF A CDD—AND THE IMPACT ON KEY MARCO I. Ability to issue tax-exempt bonds. The Key Marco CDD currently has about$800,000 in cash. A recent survey of the bridge estimates that it should continue to be operable for 75 more years. There is sufficient cash and future cash flow from annual assessments(either CDD or HOA)to cover maintenance and repairs of CDD property via reserve management. If Key Marco needed to issue debt in the future,there are other cost-effective alternatives than via a CDD structure. Hence,it is unlikely that Key Marco would need to issue bonds;even if we did, there are other cost-effective options. 2. Sovereign Immunity Protection. Both the HOA and the CDD currently have separate insurance policies; the HOA insures to protect the community from liability. By consolidating assets into one entity,the new insurance costs would not be significantly different from the current costs of insurance for each separate entity. Wage it 3. The ability to levy and collect assessments on the tax roll. This collection mechanism is a distinct advantage of a CDD for Key Marco. With an annual assessment of$4,700, the breakeven of this advantage equates to about 14 lots annually not paying the assessment (65,000/4,700). Additionally,the Key Marco HOA has the ability to impose liens and foreclose such liens in order to collect delinquent dues. WHAT ARE THE NEGATIVES OF A CDD STRUCTURE FOR KEY MARCO? 1. Annual cost of+$65,000 to maintain the CDD(government fees, filing requirements,etc.) with limited benefits. The CDD structure imposes a significant burden on our small community to comply with all the governmental regulations,guidelines and compliance filings. 2. Transferring the Key Marco roads to the Key Marco HOA will allow for greater security and privacy,as well as decreased liability from people trespassing on private property(Marina,Plantation Ruins). 3. Demands two separate governing entities, each with its own annual assessments and distinct areas of interest, which is unnecessarily confusing to residents and potential buyers of Key Marco. Indeed, real estate agents in the area claim that having both a CDD and HOA are viewed as significant negatives by potential purchasers. 4. Forces a second Board alongside the HOA Board. Finding five volunteers for one Board is difficult for our small community; securing ten for two Boards is grueling. As a corollary, Key Marco has two different treasurers,two separate financial statements,two accountants,two websites,two D+0 insurance policies,etc. For a small community of only 134 lots(and less than 30 houses,with less than half of these residents full-time),this extra layer of governmental bureaucracy and expenses is unnecessarily excessive and costly. 5. Given that the CDD is a type of government, the five Supervisors are governed by the Sunshine Law; residents and neighbors are restricted in their conversations about relevant issues within Key Marco and social interaction is negatively impacted. This creates confusion among residents/landowners and exacerbates un-neighborly behavior. Real estate agents in the area claim that some landowners in Key Marco are"nasty"(particularly to each other),rendering our community"undesirable". This list of negatives can fall under the category of"Efficiency" — financial, managerial, structural (reduced governmental oversight)and neighborly. We believe that Key Marco would be well served to simplify its structure, enhance efficiency,increase security and reduce costs by transferring the Key Marco CDD property to the Key Marco HOA and then dissolving the CDD. Maintaining the Key Marco CDD, created in 1992 by the developer to transpose the expense of the Key Marco infrastructure from itself to Key Marco landowners, is no longer justified by the full spectrum of costs associated with the CDD structure. Maureen McFarland,CFA Carl Midkiff Chair and Treasurer Director Key Marco CDD Board of Supervisors Key Marco Community Association 2IPage The Florida Senate 2018 Florida Statutes Title XII( Chapter 190 SECTION 046 PLANNING AND DEVELOPMENT COMMUNITY DEVELOPMENT Termination,contraction,or DISTRICTS expansion of district. Entire Chapter ___________________ 190.046 Termination,contraction,or expansion of district.— (1) A landowner or the board may petition to contract or expand the boundaries of a community development district in the following manner: (a) The petition shall contain the same information required by s. 190.005(1)(a)1.and 8.In addition,if the petitioner seeks to expand the district,the petition shall describe the proposed timetable for construction of any district services to the area,the estimated cost of constructing the proposed services,and the designation of the future general distribution,location,and extent of public and private uses of land proposed for the area by the future land use plan element of the adopted local government local comprehensive plan.If the petitioner seeks to contract the district,the petition shall describe what services and facilities are currently provided by the district to the area being removed,and the designation of the future general distribution,location,and extent of public and private uses of land proposed for the area by the future land element of the adopted local government comprehensive plan. (b) For those districts initially established by county ordinance,the petition for ordinance amendment shall be filed with the county commission.If the land to be included or excluded is,in whole or in part,within the boundaries of a municipality,then the county commission shall not amend the ordinance without municipal approval.A public hearing shall be held in the same manner and with the same public notice as other ordinance amendments.The county commission shall consider the record of the public hearing and the factors set forth ins. 190.005(1)(e)in making its determination to grant or deny the petition for ordinance amendment. (c) For those districts initially established by municipal ordinance pursuant to s.190.005(2)(e),the municipality shall assume the duties of the county commission set forth in paragraph(b);however,if any of the land to be included or excluded,in whole or in part,is outside the boundaries of the municipality,then the municipality shall not amend its ordinance without county commission approval. (d)1. For those districts initially established by administrative rule pursuant to s.190.005(1),the petition shall be filed with the Florida Land and Water Adjudicatory Commission. 2. Prior to filing the petition,the petitioner shall pay a filing fee of$1,500,to the county if the district or the land to be added or deleted from the district is located within an unincorporated area or to the municipality if the district or the land to be added or deleted is located within an incorporated area,and to each municipality the boundaries of which are contiguous with or contain all or a portion of the land within or to be added to or deleted from the external boundaries of the district.The petitioner shall submit a copy of the petition to the same entities entitled to receive the filing fee.In addition,if the district is not the petitioner,the petitioner shall file the petition with the district board of supervisors. 3. Each county and each municipality shall have the option of holding a public hearing as provided by s. 190.005(1)(c).However,the public hearing shall be limited to consideration of the contents of the petition and whether the petition for amendment should be supported by the county or municipality. 4. The district board of supervisors shall,in lieu of a hearing officer,hold the local public hearing provided for by s.1.90.003(1)(d).This local public hearing shall be noticed in the same manner as provided in s.190.005(1)(d).Within 45 days of the conclusion of the hearing,the district board of supervisors shall transmit to the Florida Land and Water Adjudicatory Commission the full record of the local hearing,the transcript of the hearing,any resolutions adopted by the local general-purpose governments,and its recommendation whether to grant the petition for amendment.The commission shall then proceed in accordance with s. I90.00 (1)(e). 5. A rule amending a district boundary shall describe the land to be added or deleted. (e)1. During the existence of a district initially established by administrative rule,the process to amend the boundaries of the district pursuant to paragraphs(a)-(d)shall not permit a cumulative net total greater than 50 percent of the land in the initial district,and in no event greater than 1,000 acres on a cumulative net basis. 2. During the existence of a district initially established by county or municipal ordinance,the process to amend the boundaries of the district pursuant to paragraphs(a)-(d)shall not permit a cumulative net total greater than 50 percent of the land in the initial district,and in no event greater than 1,000 acres on a cumulative net basis. (f) Petitions to amend the boundaries of the district that exceed the amount of land specified in paragraph(e)shall he processed in accordance with s. 190.005 and the petition shall include only the elements set forth in s. 190.005(1) (a)1.and 5.-8.and the consent required by paragraph(g).However,the resulting administrative rule or ordinance may only amend the boundaries of the district and may not establish a new district or cause a new 6-year or 10-year period to begin pursuant to a.i i) QU(3)(a)2.The filing fee for such petitions shall be as set forth in s.190.005(1)(b)..as applicable. (g) In all cases of a petition to amend the boundaries of a district,the filing of the petition by the district board of supervisors constitutes consent of the landowners within the district.In all cases,written consent of those landowners whose land into be added to or deleted from the district as provided in s. [90.005(1)(a)2.is required. (2) The district shall remain in existence unless: (a) The district is merged with another district as provided in subsection(3)or subsection(4); (h) All of the specific community development systems,facilities,and services that it is authorized to perform have been transferred to a general-purpose unit of local government in the manner provided in subsections(5),(6), and(7);or (c) The district is dissolved as provided in subsection(8),subsection(9),or subsection(10). (3) The district may merge with other community development districts upon filing a petition for merger,which petition shall include the elements set forth in s. 190.005(1)and which shall be evaluated using the criteria set forth in s. 190 005(1)(e).The filing fee shall be as set forth in s.190.005(1)(b).In addition,the petition shall state whether a new district is to be established or whether one district shall be the surviving district.The district may merge with any other special districts upon filing a petition for establishment of a community development district pursuant to s. 190.005.The government formed by a merger involving a community development district pursuant to this section shall assume all indebtedness of,and receive title to,all property owned by the preexisting special districts,and the rights of creditors and liens upon property shall not be impaired by such merger.Any claim existing or action or proceeding pending by or against any district that is a party to the merger may be continued as if the merger had not occurred,or the surviving district may be substituted in the proceeding for the district that ceased to exist.Prior to filing the petition,the districts desiring to merge shall enter into a merger agreement and shall provide for the proper allocation of the indebtedness so assumed and the manner in which such debt shall be retired.The approval of the merger agreement and the petition by the board of supervisors of the district shall constitute consent of the landowners within the district. (4)(a) To achieve economies of scale,reduce costs to affected district residents and businesses in areas with multiple existing districts,and encourage the merger of multiple districts,up to five districts that were established by the same local general-purpose government and whose board memberships are composed entirely of qualified electors may merge into one surviving district through adoption of an ordinance by the local general-purpose government,notwithstanding the acreage limitations otherwise set forth for the establishment of a district in this chapter.The filing of a petition by the majority of the members of each district board of supervisors seeking to merge constitutes consent of the landowners within each applicable district. (b) In addition to meeting the requirements of subsection(3),a merger agreement entered into between the district boards subject to this subsection must also: I. Require the surviving merged district board to consist of five elected board members. 2. Require each at-large board seat to represent the entire geographic area of the surviving merged district. 3. Ensure that each district to be merged is entitled to elect at least one board member from its former boundary. 4. Ensure a fair allocation of board membership to represent the districts being merged.To that end: a. If two districts merge,two board members shall be elected from each of the districts and one member shall be elected at-large. b. If three districts merge,one board member shall be elected from each of the three districts and two board members shall be elected at-large. c. If four districts merge,one board member shall be elected from each of the four districts and one board member shall be elected at-large. d. If five districts merge,one board member shall be elected from each of the five districts. 5. Require the election of board members for the surviving merged district to be held at the next general election following the merger,at which time all terms of preexisting board members shall end and the merger shall be legally in effect. (c) Before filing the merger petition with the local general-purpose government under this subsection,each district proposing to merge must hold a public hearing within its district to provide information about and take public comment on the proposed merger,merger agreement,and assignment of board seats.Notice of the hearing shall be published at least 14 days before the hearing.If,after the public hearing,a district board decides that it no longer wants to merge and cancels the proposed merger agreement,the remaining districts must each hold another public hearing on the revised merger agreement.A petition to merge may not be filed for at least 30 days after the last public hearing held by the districts proposing to merge. (5) The local general-purpose government within the geographical boundaries of which the district lies may adopt a nonemergency ordinance providing for a plan for the transfer of a specific community development service from a district to the local general-purpose government.The plan must provide for the assumption and guarantee of the district debt that is related to the service by the local general-purpose government and must demonstrate the ability of the local general-purpose government to provide such service: (a) As efficiently as the district. (b) At a level of quality equal to or higher than the level of quality actually delivered by the district to the users of the service. (c) At a charge equal to or lower than the actual charge by the district to the users of the service. (6) No later than 30 days following the adoption of a transfer plan ordinance,the board of supervisors may file,in the circuit court for the county in which the local general-purpose government that adopted the ordinance is located,a petition seeking review by certiorari of the factual and legal basis for the adoption of the transfer plan ordinance. (7) Upon the transfer of all of the community development services of the district to a general-purpose unit of local government,the district shall be terminated in accordance with a plan of termination which shall be adopted by the board of supervisors and filed with the clerk of the circuit court. (8) If,within 5 years after the effective date of the rule or ordinance establishing the district,a landowner has not received a development permit,as defined in chapter 380,on some part or all of the area covered by the district,then the district will be automatically dissolved and a judge of the circuit court shall cause a statement to that effect to be filed in the public records. (9) In the event the district has become inactive pursuant to s.189.062,the respective board of county commissioners or city commission shall be informed and it shall take appropriate action. (10) If a district has no outstanding financial obligations and no operating or maintenance responsibilities,upon the petition of the district,the district may be dissolved by a nonemergency ordinance of the general-purpose local governmental entity that established the district or,if the district was established by rule of the Florida Land and Water Adjudicatory Commission,the district may be dissolved by repeal of such rule of the commission. History.—s 2,ch.80-407;ss.13,19,ch.84-360;s.49,ch.89-169;s.11,ch.91-308;s.43,ch.99-378;s.34,ch.2004-345;s.31,ch.2004-353;s.10, ch.2009-142;s.22,ch.2013-15;s.70,ch.2014-22;s.3,ch.2016-94;s.4,ch.2017-3. Disclaimer:The information on this system is unverified.The journals or printed bills of the respective chambers should be consulted for official purposes. Copyright c 2000-2019 State of Florida. CYIK 4001 Tamiami Trail North, Suite 300 Naples, Florida 34103 T: 239.435.3535 I F: 239.435.1218 COLEMAN • YOVANO'!ICH j KOESTER Writer's email: gurbancic rccyklawfirm.com April 17,2019 VIA EMAIL ONLY(herbmaricakrutischna,gmail.com) Key Marco Community Association,Inc. c/o Herbert J. Krutisch,President 1187 Blue Hill Creek Dr. Marco Island,FL 34145 Re: HOA-CDD Agreement dated as of February 1,2017 Notice of Agreement Termination Dear Herb: As you know,my law firm serves as legal counsel to Key Marco Community Development District (the"District"). Key Marco Community Association,Inc.(the"HOA")and the District are parties to that certain HOA-CDD Agreement dated as of February 1,2017(the"Agreement"),which Agreement relates to the HOA's provision of district management services. This letter is being sent on behalf of the District and at the direction of the District's Board of Supervisors. Pursuant to Section 4 of the Agreement,either party is permitted to terminate the Agreement upon thirty(30)days' written notice to the other party. Accordingly, please accept this letter as written notice pursuant to Section 4 of the Agreement that the District elects to terminate the Agreement as of 5:00 p.m. on May 31,2019. The District appreciates the service that the HOA has provided under the Agreement. Prior to May 31, 2019, the newly appointed District Manager from the firm of Inframark, LLC will be in contact with the HOA to discuss the transfer of all books and records of the District. Your assistance in transferring these materials in an orderly and professional fashion would be appreciated. Please contact me with any questions with respect to this correspondence. Sincerely, Gregory L. Urbancic For the Firm cc: Board of Supervisors,Key Marco Community Development District cyklawfirm.com HOA—CDD AGREEMENT THIS HOA-CDD AGREEMENT (this "Agreement") is entered into as of this 1st day of February,2017,between KEY MARCO COMMUNITY ASSOCIATION,INC.,a Florida not-for-profit corporation (the "Association"), and KEY MARCO COMMUNITY DEVELOPMENT DISTRICT, a community development district established and existing pursuant to Chapter 190, Florida Statutes(the"COD"). WITNESSETH THAT: WHEREAS,the CDD is a local unit of special-purpose government established by ordinance adopted by Collier County pursuant to the Uniform Community Development District Act of 1980, Chapter 190,Florida Statutes,as amended;and WHEREAS, the Association is a private not-for-profit corporation formed pursuant to Chapter 720, Florida Statutes that owns and operates certain common facilities within the jurisdictional boundaries of the CDD. The membership of the Association is comprised solely of property owners within the CDD;and WHEREAS,the Association has hired a full-time manager to be responsible for the affairs of the Association;and WHEREAS, for ease of administration, potential cost savings to property owners and residents and the benefits of full time on-site management personnel, the CDD desires to contract with the Association such that the Association will provide management services to the CDD as described herein;and WHEREAS,the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the management services to be provided by the Association to the CDD. NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth below,it is hereby covenanted and agreed by the Association and the CDD as follows: 1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference. 2. Hiring and Managing a Key Marco Manager. The Association has engaged a full-time employee pursuant to an employment agreement (the "Employment Agreement") to be the Association's manager (the "Manager"). As the manager of the Association,the Manager will manage the Association's property and business affairs of the Association. The Association agrees to provide community development Page 1 of 8 management services through the Manager to the CDD pursuant to this Agreement. The duties of the Manager for both the Association and the CDD are set forth in Exhibit"A"attached hereto and made a part hereof("Duties"). The Duties of the Manager may be modified from time to time in writing upon the mutual agreement of the parties. All management services included within the Duties and provided to the CDD shall be carried out and performed by the Association in compliance with all applicable laws,statutes,ordinances,administrative rules and regulations, CDD rules,and applicable permit requirements. While the Manager will be an employee of the Association,the Manager shall have a dual reporting relationship to two boards(the"Boards"): (i)the Board of Directors of the Association for Association matters and responsibilities and (ii) the Board of Supervisors of the CDD for COD matters and responsibilities. The Association and the COD agree that,if in the process of discharging the Duties there is a dispute or disagreement between the HOA and the CDD on the focus or priorities of the Manager,the Boards will either(i)meet to settle the dispute or(ii)each Board will appoint one (1) representative to meet to settle the dispute. No one individual on either Board may change the Duties of the Manager or determine priority or focus of duties for the Manager(excepting the situation noted in the preceding sentence where each Board has appointed one representative to settle a dispute). 3. Manager Compensation Budget. The Association has established an overall compensation budget for the Manager in the first year of its Employment Agreement of$94,000,which amount is payable as an$89,000 base salary and$5,000 performance-related bonus. The Association has also established a one-time budget amount of $10,000 to set up the on-site office for the Manager. Pursuant to the Employment Contract,the Manager will be responsible for the Manager's own health care and health insurance costs. For reference,the Employment Contract between the Association and the Manager also includes the following terms: (a) A$5,000 bonus shall be paid after the 12th month of employment provided the Manager receives an average of 4 or more rating,on a scale of 1-5,on a performance evaluation which requires that each board member of the HOA and the CDD(10 in total)rate the Manager's performance in four major areas of the job description on a scale of 1-5 (five being highest performance). The average of 4 or more shall be calculated by adding up all the board members ratings and dividing it by the number of board members participating. This bonus amount of $5000 shall continue in succeeding years and be added to the base salary as along as the Employee receives a 4+evaluation rating,as described in this paragraph,for the year the bonus is awarded. (b) The Manager shall be entitled to vacations of not less than two weeks per year during the off season (May 1 to October 31) in Marco Island, Florida, rising to three weeks per year starting in the second year of employment provided that the Manager receives a Page 2 of 8 performance evaluation where the average rating is 4 or more for every major category of the job description as described above. An exception to the off-season requirement will be made during the first year of employment so that the Employee may attend a wedding in March,2017. (c) Exceptions may also be made,on a case-by-case basis,for approved absences not exceeding two business days. Annual vacations must be scheduled with the advance consent of the Association and may not be carried forward to another year nor will payment be received for unused days. Up to 5 sick and/or personal days may be taken as needed. (d) The following holidays shall be considered paid holidays for Manager:New Year's Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day and the day after,1:00 P.M. onward on Christmas Eve,Christmas Day,and 1:00 p.m.onward on New Year's Eve. (e) The Manager shall be entitled to use of personal car for business mileage reimbursement at the federally mandated mileage rate. Mileage reimbursement shall not include traveling to and from home to work. The Manager shall also be entitled to$50 a month reimbursement for business use of the Manager's private cell phone. The mileage reimbursement shall be paid monthly upon submission of expense reports detailing the mileage activity and purpose. The $50 monthly cell phone payment shall be set up as auto pay each month. 4. Term,Amendment and Termination of Manager. The effective date of this Agreement(the"Effective Date")shall be the date on which this Agreement has been fully executed by the parties and a fully executed copy delivered by the last party to sign to the other party. The initial term of this Agreement shall commence on February 1, 2017 and end on January 31, 2018 ("Initial Term"). This Agreement shall be automatically renewed for successive one (1) year periods(each, a "Renewal Term")at the end of the Initial Term commencing on February 1,2018 and thereafter on each anniversary thereof unless and until either party provides the other party at least thirty(30)days prior written notice of its intent not to renew. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the CDD and the Association. Either party may terminate this Agreement for any or no reason upon thirty (30) days' prior written notice to the other party. Either party shall have the right to terminate this Agreement upon written notice to other party that said other party has defaulted in the performance of any of the obligations imposed on it under this Agreement and said defaulting party does not,after being notified of the existence of default,cure said default within thirty(30)days after the defaulting party's receipt of notice. The parties acknowledge that pursuant to the Employment Agreement,the Manager may be terminated by the Association as the Association's employee for any reason or for"Cause". For purposes of the Employment Agreement, "Cause" means the Manager's gross misconduct Page 3 of 8 resulting in material damage to the Association or the COD or willful and material breach of the Employment Agreement. Notwithstanding the Association's rights under the Employment Agreement relating to termination of the Manager,the Association agrees that during the Initial Term and any Renewal Term the Manager shall not be terminated by the Association without prior notice to the CDD and the consent of the COD. 5. Payment of Management Fee. As consideration for the services that the Association agrees to provide hereunder,the CDD agrees to pay to the Association a flat yearly fee of$72,000(the"Management Fee")during the Initial Term for the services. The Management Fee shall be earned and paid in equal monthly installments of $6,000 at the beginning of each month during the Initial Term. Upon any termination of this Agreement,the Association shall be entitled to be paid the Management Fee prorated through the date of termination. The Management Fee for any Renewal Term shall be negotiated and agreed upon prior to the start of the applicable Renewal Term; provided, however,that in the event the parties do not agree on a Management Fee,the Management Fee in effect for the immediately preceding year shall apply. In addition to the Management Fee,the CDD shall pay to the Association a one-time fee of$5,000 for start-up costs in providing the management services hereunder. Said fee shall be paid to the Association within thirty(30) days after the Effective Date. The Association shall be responsible for any expense reimbursements (such as mileage and cell phone reimbursement costs) of the Manager arising pursuant to the Employment Agreement. The CDD shall not responsible to the Association for any other fees and costs unless approved by the Board of Supervisors of the CDD. 6. Public Records. In connection with its services to the CDD,the Association 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 Association taking appropriate and necessary steps to comply with the provisions of Section 119.0701(2)(b), Florida Statutes including, without limitation, the following: a. The Association shall keep and maintain public records required by the CDD to perform the services hereunder. b. Upon a request for public records received by the CDD, the Association shall provide the COD with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or otherwise provided by law. c. The Association shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized Page 4 of 8 by law for the duration of the agreement term and following completion of this Agreement if the Association does not transfer the records to the CDD. d. Upon completion of this Agreement,the Association shall transfer,at no cost,to the CDD all public records in possession of the Association consistent with Florida law. All records stored electronically by the Association must be provided to the CDD, upon request from the CDD's custodian of public records,in a format that is compatible with the information technology systems of the CDD. Failure of the Association to comply with Section 119.0701, Florida Statutes may subject the Association to penalties under Section 119.10, Florida Statutes. Further, in the event the Association fails to comply with this Section or Section 119.0701, Florida Statutes,the CDD shall be entitled to any and all remedies at law or in equity. The following statement is required to be included in this Agreement pursuant to Section 119.0701(2),Florida Statutes: IF THE ASSOCIATION HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO THE ASSOCIATION'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT NEIL DORRILL C/O DORRILL MANAGEMENT GROUP, INC., TELEPHONE: 239-592-9115, EMAIL: NEIL@DMGFLCOM AND MAIUNG ADDRESS: 5672 STRAND COURT, SUITE 701, NAPLES, FL 34110 (OR APPLICABLE SUCCESSOR), WITH A COPY TO COLEMAN, YOVANOVICH & KOESTER, P.A., ATTN: GREGORY L URBANCIC, ESQ., EMAIL: GURBANCIC@CYKLAWFIRM.COM, AND MAIUNG ADDRESS: 4001 TAMIAMI TRAIL N.,SUITE 300, NAPLES, FL 34103. 7. Independent Contractor. This Agreement does not create an employee/employer relationship between the parties or between the CDD and the Manager. It is the intent of the parties that the Association is an independent contractor under this Agreement and not the CDD's employee for all purposes, including but not limited to,the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers' Compensation Act,and the State unemployment insurance law. The Association shall retain sole and absolute discretion in the judgment of the manner and means of carrying out the Association's activities and responsibilities hereunder provided, further that administrative procedures applicable to the services performed shall be those of the Association,which policies of the Association shall not conflict with the CDD, or other government policies, rules or regulations relating to the use of the CDD's funds provided by this Agreement. The Association agrees that it is a separate and independent enterprise from the CDD,that it has full opportunity Page 5 of 8 to find other business,that it has made its own investment in its business,and that it will utilize the skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Association and the CDD and the CDD will not be liable for any obligation incurred by the Association,including but not limited to unpaid minimum wages and/or overtime premiums. The Association shall not incur expenses on behalf of the CDD, enter into any contract on behalf of the CDD, either written or oral, or in any other way attempt to obligate or bind the CDD except upon the express prior written approval of the COD, which approval may be granted, conditioned, or withheld in the CDD's sole and absolute discretion. 8. Notices. Any notice required or permitted to be given under this Agreement shall be In writing. Notices shall be sent by(i)certified mail,return receipt requested with postage prepaid,(ii)hand- delivery, (iii)email,or(iv) commercial overnight courier(such as FedEx or UPS). Notices to the Association shall be sent to the President of the Association at the home address of the President within Key Marco(currently Herbert J.Krutisch, 1187 Blue Hill Creek Dr.,Marco Island, FL 34145 "herbmaricakrutisch@gmail.com") or at such other address as the Association shall specify hereinafter in written notice to the CDD. Notices to the CDD shall be sent to the Chairman of the CDD at the home address of the Chairman within Key Marco(currently Maureen McFarland,1230 Blue Hill Creek Dr.,Marco Island,FL 34145,mmmcfcdd@gmail.com),or at such other address as the CDD shall specify hereinafter in written notice to the Association. A copy of any notice to the CDD shall also be provided to the CDD's Counsel at Coleman,Yovanovich &Koester, P.A.,Attn: Gregory L. Urbancic, Esq., Northern Trust Bank Building, 4001 Tamiami Trail North, Suite 300, Naples, FL 34103, gurbancic@cyklawfirm.com. Any notice sent by certified mail be deemed received on the third(3rd)business day following the day the notice is provided to the U.S.Postal Service;when delivered to the party if hand-delivered;upon transmission if sent by email;or on the next business day following the day sent, if sent by commercial overnight courier with next business day delivery guaranteed. 9. Applicable Law;Venue. The provisions of this Agreement shall be construed in accordance with the laws of the State of Florida. Sole and exclusive venue for any litigation involving this Agreement shall lie in Collier County,Florida. 10.Counterparts. The Agreement may be executed in two or more counterparts,any one of which shall be deemed the original without reference to the others. Page 6 of 8 Exhibit"A" Duties Page 8 of 8 District Manager Functions and Duties District Administration,Management and Recording Services • Preparation of Legal Notices,Affidavits in an authorized news paper of general circulation • Administer web site compliance,uploads,document retrieval • Prepare tentative,Final Budget as more described below • Preparation of specifications,Requests for Proposals,Applications for services contracts, Public Officials liability,insurance renewals,auditing and property appraiser agreement • Record,transcribe,edit and retain minutes of meetings of the Board of Supervisors in accordance with Florida Law a Participate in all meetings to provide the Board with Administrative input on issues before the Board Compliance and Disclosure Information • Provide annual or required compliance/disclosure of information to local governments • Interlocal Agreement for irrigation water,Collier County • Land Owners Election certification,Supervisor of Elections FS 190.006 • Public Facilities Report,Collier County or Marco FS 189.08 • Designation of Registered Office and Agent,Secretary of State • Annual Public Meetings Schedule,Collier County • Issue Audited Financial Statement • Insure compliance with Florida statutes as noted: • Annual Financial Audit(189.016,218.32)Auditor General • District Annual Financial Report(189.016,Rule 10.550)Comptroller/Financial Services • Public Depositor Report(280.17,FL Admin.Code 2.032)Treasurer • Proposed Budget(189.05) • Levying of Non-Advolorem Assessments(189.050) • District New Board Member education(189.063) • District Map or Amendments(189.0418) • Regular Public Meeting Schedule(189.0417) • Coordinate compliance with operating permits • SFWMD e Consumptive water use permit,water quality and purpose 11-01876-W • Surface water management/ERP 11-00672-5 • Establish record retention/management/disposal systems District documents and record of proceedings FS.257.36 • Process,file agreements,contracts,resolutions • Prepare agendas of public meetings • Publish required public notes • Maintain custody of District Seal and executed documents as Secretary or Asst. Secretary Audit Preparation • Prepare required schedules for year end o Prepare schedule of bank reconciliations • Prepare cash confirmations to authorized public depositions and trustee if applicable o Prepare schedule/analysis of accounts receivable • Prepare schedule of payables • Prepare schedule of pre-paid expenses • Prepare schedule of changes in balance • Prepare schedule of interest income • Prepare schedule of transfers,cash receipts and disbursements • Prepare or coordinate depreciation schedules • Prepare schedules of fixed assets and long term debt Budget,Accounting Services • Submit a preliminary budget to the Board of Supervisors(FS 190) o Submit to the local County a copy of the"Approved Final"budget and notice of Public Hearing for adoption o Prepare budget and assessment resolutions • Coordinate budget preparation notices to landowners • Prepare budget adoption and transmittal resolution for the Board and Property Appraiser o Administer interlocal agreement with Property Appraisers for assessment services o Establish Fund Accounting System in accordance with Department of Banking and Finance e Establish Investment Policies if applicable pursuant to F5 218 e Maintain budget and amendment resolution as necessary a Maintain banking resolutions and signature card compliance e Cooperate with trustee on defense matters • Set up/maintain chart of accounts o Prepare and monitor financial statements • Administer accounts payable and receivables in accordance with Florida chart of accounts • Prepare payroll and required reports for employees or supervisors(W-4's,I-9's) • Coordinate bid specification,solicitation for goods and services FS 19.033 Other • Conduct surplus property sales and disposition of public assets(FS 217) 11.Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter herein and the terms of this Agreement shall control and supersede any and all other prior understandings. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written. ASSOCIATION: KEY M.RO COMMUNITY ASSO I AT1ON,INC., a Flo da ot-for-profit Trpora • n By: i , Herbert.).Krutisch,President CDD: KEY MARCO COMMUNITY DEVELOPMENT DISTRICT, a community development district Att- gy7 , i L /�/Z 4:4(7 Maureen McFarland,Chairman eil Do ill,Secretary Page 7 of 8 AGREEMENT BETWEEN KEY MARCO COMMUNITY DEVELOPMENT DISTRICT AND INFRAMARK,LLC FOR MANAGEMENT SERVICES THIS AGREEMENT is made and entered as of this 20th day of May,2019(the"Effective Date") by and between KEY MARCO COMMUNITY DEVELOPMENT DISTRICT ("DISTRICT"),a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Marco Island, Collier County, Florida and INFRAMARK,LLC, a Texas limited liability company ("CONSULTANT"), whose address is 210 North University Drive, Suite 702,Coral Springs, Florida 33071. WITNESSETH WHEREAS, the DISTRICT desires to employ the services of the CONSULTANT for providing the DISTRICT with certain district management services as more fully set forth in Exhibit A hereunder; and WHEREAS, the CONSULTANT desires to provide such services to the DISTRICT subject to the terms hereof NOW,THEREFORE,in consideration of the mutual covenants and agreements expressed herein the parties agree as follows: ARTICLE 1.SCOPE OF SERVICES AND CONSULTANT RESPONSIBILITIES 1.1 The DISTRICT hereby engages the CONSULTANT to be the exclusive provider of the services described and set forth in Exhibit A and for the compensation described in Exhibit B, attached hereto and incorporated by reference herein. As of the Effective Date. this Agreement shall supersede and replace that certain Agreement Between Key Marco Community Development District and Inframark, LLC for Management Services dated January 1.2018. 1.2 The CONSULTANT may offer and/or the DISTRICT may request that additional services be provided under this Agreement. If the CONSULTANT and the DISTRICT agree upon a change in the scope of services to be provided under this Agreement, the change in compensation, if any, shall be agreed between the DISTRICT and CONSULTANT in writing and will be invoiced in accordance with this Agreement. 1.3 The CONSULTANT shall devote such time as is necessary to complete the duties and responsibilities assigned to the CONSULTANT under this Agreement. 1.4 All services will be rendered by and under the supervision of qualified staff in accordance with applicable law, industry standards, and the terms and conditions set forth in this Agreement. Even though CONSULTANT'S staff may include licensed attorneys and 1 engineers, the DISTRICT acknowledges that CONSULTANT is not performing in the capacity of a law firm or an engineering firm when providing services under this Agreement. Other than the requirement to render the services as set forth in this Section 1.4 and Exhibit A, CONSULTANT makes no specific representation or warranty regarding the services or any deliverables to be provided hereunder and all warranties arising by custom or usage in the profession, or arising by operation of law are hereby expressly disclaimed. 1.5 If the scope of services hereunder requires the CONSULTANT to administer or supervise the DISTRICT'S employees, the CONSULTANT shall not be responsible for any damages, losses, settlement payments, deficiencies, liabilities, costs, and expenses resulting from the failure of the DISTRICT's employees to follow the instructions of the CONSULTANT. Similarly, if during providing the services required by this Agreement, the CONSULTANT follows the instructions of the DISTRICT, the CONSULTANT shall not be responsible for any damages, losses, settlement payments, deficiencies, liabilities,costs,and expenses resulting therefrom. 1.6 In performing the services hereunder, CONSULTANT may rely on information supplied by the DISTRICT,or others,and CONSULTANT shall not be required to independently verify the accuracy and completeness of such information, unless specifically directed to do so by the DISTRICT.CONSULTANT is not responsible for any inaccuracies or errors contained in information relied on by CONSULTANT and supplied by the DISTRICT, or others. In addition,although the CONSULTANT may participate in the accumulation of information developed by others necessary for use in documents required by the DISTRICT, CONSULTANT is not responsible for verifying the accuracy of such information, except with respect to all services being provided by CONSULTANT as to the finances and accounting of the DISTRICT and as otherwise provided herein. 1.7 The CONSULTANT acknowledges and agrees that it owes a duty of loyalty,fidelity and allegiance to act. during the term of this Agreement, in the known interests of the DISTRICT and to not knowingly take any action which would injure the DISTRICT's business,its interests,or its reputation. Further,the CONSULTANT shall not,during the term of this Agreement, engage in any activity which constitutes a Conflict of Interest(as defined below). For purposes of this Agreement, "Conflict of Interest"means any act or activity, or any interest about,or any benefit from any act or activity,which knowingly is averse to the interests of or would in any material way injure the DISTRICT. Notwithstanding any provision to the contrary contained herein,this Section 1.7 shall not prohibit the CONSULTANT from (a) performing water and wastewater utility management, customer services, utility billing,operation and maintenance services to the DISTRICT under a separate agreement; and (b) providing for the benefit of any other district services like the services provided to the DISTRICT hereunder. DISTRICT hereby waives all conflicts of interests or potential conflicts of interest in connection therewith,it being specifically agreed to and understood that CONSULTANT'S provision of any such services to the DISTRICT or to any other district shall not constitute a conflict of interest under this Agreement. The CONSULTANT warrants that it has not employed or retained any company or person,other than a bona fide employee or previously retained sales consultant, to solicit or secure this Agreement and that it has not paid or agreed to 2 pay any person,company,corporation, individual,or firm other than a bona fide employee working solely for the CONSULTANT or a previously retained sales consultant any fee, commission,percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 1.8 The CONSULTANT warrants and represents that it shall refrain from unlawful discrimination in performing its obligations under this Agreement. 1.9 The DISTRICT acknowledges and agrees that in the course of providing the Services, it may be necessary for CONSULTANT to use.DISTRICT computer systems,data systems, or networks, or to come into contact with DISTRICT residents' personal information. DISTRICT shall notify CONSULTANT of any protocols for said systems and information, and CONSULTANT shall follow all such protocols as provided, and shall not be liable for the loss or compromise of DISTRICT systems or information. If no protocols are provided, then CONSULTANT shall treat such systems and information with the same degree of care and confidentiality as it treats its own systems and information,but no less than a reasonable degree of care.Notwithstanding anything in this Agreement to the contrary, CONSULTANT is not liable for any liabilities, losses, damages, expenses. fines, or penalties incurred by the DISTRICT or any third party as a result of a data security breach or other cyber security breach to the DISTRICT's computer systems, operating systems, and all other technological or information systems related to the Services provided hereunder,except to the extent such liability,loss,damage,expense, fine, or penalty is the direct result of CONSULTANT's gross negligence or willful misconduct. ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE DISTRICT 2.1 DISTRICT represents and warrants that this Agreement, DISTRICT'S execution and delivery of this Agreement and DISTRICT'S performance of its obligations hereunder, have been duly and validly authorized by DISTRICT by all necessary action. This Agreement has been validly executed and delivered by DISTRICT and constitutes a legal, valid,and binding obligation of DISTRICT,enforceable in accordance with its terms. 2.2 DISTRICT shall perform all duties and discharge all responsibilities and obligations not expressly assumed by the CONSULTANT pursuant to the terms of this Agreement. ARTICLE 3. COMPENSATION 3.1 Commencing as of the Effective Date, DISTRICT shall pay CONSULTANT an annual fee of$29,077.00("Annual Management Fee")and all other applicable costs and charges as set out in Exhibit B. CONSULTANT shall issue a monthly invoice on the first of the month for the Annual Management Fee in equal monthly installments of$2.423.08 for the Services to be provided that month and for all other costs and charges permitted under this Agreement.Payment to the CONSULTANT for all services rendered shall be made within thirty (30) days after the CONSULTANT's issuance of an invoice, in accordance with Florida law. 3 3.2 Any disputes regarding invoices shall be raised, in writing setting forth sufficient detail regarding the nature of the dispute,within twenty(20)business days from the date of said invoice. If DISTRICT does not properly raise a dispute with an invoice within twenty (20)business days from the date of said invoice,any such disputes will be waived. 3.3 Any and all late payments due to CONSULTANT from DISTRICT shall accrue interest at a rate of one and one-half percent(1 Y2%)per month from the original due date and until payment is received,unless waived by agreement. Disputed payments shall not be deemed late payments and shall not accrue interest except and until thirty(30)days after a judicial determination or other mutual resolution between the parties. 3.4 For each fiscal year of the DISTRICT,the compensation payable to the CONSULTANT under the terms and conditions of this Agreement shall be in an amount approved by the DISTRICT in its final fiscal year budget. Each fiscal year the DISTRICT will consider price adjustments to compensate for market conditions and the anticipated type and amount of work to be performed by the CONSULTANT during the upcoming Fiscal year of the DISTRICT. In no event shall the compensation payable to the CONSULTANT be reduced, unless agreed to by the DISTRICT and CONSULTANT.in writing. 3.5 If the fiscal year budget is not approved prior to the first day of the fiscal year, the CONSULTANT'S compensation under this Agreement will continue at the rate currently in effect at the time of renewal. The subsequent approval of the budget will result in a retroactive fee adjustment, which will be invoiced in the first month following approval of the budget. 3.6 Payment of ancillary service costs such as copies, overnight express and other charges as set forth in Exhibit B will be added to the monthly billing statement. 3.7 In the event of a change in the services or applicable law or other factor which causes an increase in the CONSULTANT's cost of providing the services,the CONSULTANT may provide notice to the DISTRICT and the parties shall negotiate in good faith to adjust the Annual Management Fee to account for such change in CONSULTANT's costs. If the parties are unable to reach a negotiated agreement within thirty (30) days of the date of notice,then the contract may be terminated immediately by the CONSULTANT. ARTICLE 4.TERM 4.1 This Agreement shall be effective as of the Effective Date and the initial term shall continue through May 19,2020(the"Initial Term").unless terminated pursuant to the provisions of Section 4.2. Thereafter, this Agreement shall automatically be extended for additional one (1) year periods pursuant to the terms hereof(an "Annual Renewal Term") unless otherwise terminated pursuant to the provisions of Section 4.2 or either party provides written notice of non-renewal to the other party no later than sixty (60)days prior to the expiration of the Term or Renewal Term, as applicable. Each Renewal Term shall be on the same terms and conditions as the immediately preceding Term or Annual Renewal Term,as applicable,unless otherwise agreed to by the parties or otherwise specifically set forth herein. 4 4.2 This Agreement may be terminated as follows: (a) Either party may terminate this Agreement by immediate written notice if the other has failed to comply with a material term, provided that the non-defaulting party has first given the defaulting party written notice to cure its default within thirty (30) days ("Cure Period") and the defaulting party has not done so prior to the expiration of the Cure Period. If a default cannot be cured within the Cure Period, the parties may agree to an extension of the time to cure provided the defaulting party provides reasonable evidence within the Cure Period that it has identified a means to cure and is pursuing it diligently. (b) Either party may terminate this Agreement with or without cause during any Annual Renewal Term hereof by giving the other party at least sixty (60) days' prior written notice of termination. (c) This Agreement shall automatically terminate upon the dissolution or court declared invalidity of the DISTRICT. 4.3 In the event of the termination of this Agreement under Section 4.2 above, DISTRICT shall pay CONSULTANT the Annual Management Fee on a prorated basis for services rendered by CONSULTANT up to the effective date of termination. 4.4 Upon the termination of this Agreement, CONSULTANT will take all reasonable and necessary actions to transfer in an orderly fashion to the DISTRICT or its designee all the DIS'IRICT's books and records in CONSULTANT's possession. In addition, within thirty(30)days of termination of this Agreement,CONSULTANT shall be paid in full for all services rendered through the date of termination. ii ARTICLES.RISK MANAGEMENT 5.1 The CONSULTANT shall provide and maintain the following levels of insurance coverage always subsequent to the execution of this Agreement: (a) Professional Liability insurance with an aggregate limit of two million dollars ($2,000,000);and (b) Commercial Crime insurance with a per loss limit of one million dollars ($1,000,000). The DISTRICT shall be named as an additional insured on all policies required. The CONSULTANT shall furnish the DISTRICT with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the DISTRICT unless it provides that any change or termination within the policy periods of the insurance coverage, as certified,shall not be effective within thirty(30)days of prior written notice to the DISTRICT. Insurance coverage shall be from a reputable insurance carrier acceptable to the DISTRICT,who licensed to conduct business in the State of Florida and such carrier shall have a Best's Insurance Reports rating of at least A-VII. 5 5.2 To the maximum extent permitted by law, during the term of this Agreement, each party (the"Indemnifying Party") shall defend, indemnify and hold harmless the other party and their respective successors and assigns (each is referred to herein as an "Indemnified Party") against any and all liability for damages, costs, losses, and expenses, including reasonable attorney's fees, resulting from any claim asserted by a third party against the Indemnified Party for wrongful death, bodily injury, and/or property damage,but only to the extent caused by the willful or negligent acts or omissions of the Indemnifying Party. Nothing herein shall constitute or he construed as a waiver of the protections, immunities, and limitations of liability afforded the DISTRICT pursuant to Section 768.28, Florida Statutes. If the DISTRICT receives notice of or undertakes the defense or the prosecution of any action, claim, suit, administrative or arbitration proceeding or investigation consistent with DISTRICT's indemnity obligation hereunder, the DISTRICT shall give the CONSULTANT prompt notice of such proceedings and shall inform the CONSULTANT in advance of all hearings regarding such action,claim,suit,proceeding, or investigation. 5.3 Notwithstanding any provision to the contrary contained in this Agreement, in no event shall either party be liable,either directly or as an indemnitor,to the other,for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit even if the other party has been advised of the possibility of such damages. 5.4 If claim(s) raised against the CONSULTANT because this Agreement, or because the services performed hereunder, is/are covered under CONSULTANT's insurance policies required hereunder, the CONSULTANT shall not be responsible for any loss,damage or liability beyond any payments made pursuant to the policies contractually required hereunder and the limits and conditions of such insurance policies. With respect to any other cause of action and/or claim arising under this Agreement, or otherwise arising because of,or because,the services provided hereunder, CONSULTANT's liability shall not exceed an amount equal twice the amount of the annual compensation for such services during the Agreement year in which such cause of action and/or claim is raised against the CONSULTANT; provided, however, that such limitation shall not apply to the (i) indemnification obligation of Section 5.2 or (ii) liabilities arising from fraud, gross negligence or willful misconduct of CONSULTANT arising out of CONSULTANT's failure to carry out its duties under this Agreement consistent with the financial protocols set forth in Section 5.5. In cases in which CONSULTANT has followed the protocols established in Section 5.5 in carrying out its duties under this Agreement, liability for claims of fraud, gross negligence or willful misconduct against CONSULTANT will be subject to the limits of liability set forth in this Section. 5.5 CONSULTANT herein agrees to abide by and follow the financial protocols set forth below in carrying out its financial duties on behalf of the District as set forth in the Scope of Services on Exhibit A. • CONSULTANT agrees to provide access to the Chairperson and Treasurer for the District to the Avid Xchange(accounts payable system)system from which all District invoices are paid.In addition,CONSULTANT agrees that it will establish an approval 6 process for the Chairperson or Treasurer to approve invoice payments through the Avid Xchange process prior to the District invoices being paid by CONSULTANT. CONSULTANT will only pay invoices approved in accordance with these procedures. • CONSULTANT will also establish an approval system that will require the approval of the Chairperson for the District of all wire transfer payments of District funds. Due to the specific deadlines associated with wire transfer payments, the Chairperson will not unreasonably delay appropriate approvals of such transfer payments. CONSULTANT will only wire transfer funds approved in accordance with these procedures. ARTICLE 6.MISCELLANEOUS 6.1 Entire Agreement The foregoing terms and conditions constitute the entire Agreement between the parties hereto and any representation not contained herein shall be null and void and no force and effect. Further this Agreement may be amended only in writing upon mutual consent of the parties hereto. 6.2 Amendments No amendment and/or modification of this Agreement shall be valid unless in writing and signed by each of the parties. 6.3 Construction In construing this Agreement, the following principles shall be followed: (i) no consideration shall be given to the captions of the articles, sections, subsections or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in construction; (ii)no consideration shall be given to the fact or presumption that any of the Parties had a greater or lesser hand in drafting this Agreement; (iii) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (iv) the word "includes" and its syntactic variants mean "includes, but is not limited to" and corresponding syntactic variant expressions;(v)the plural shall he deemed to include the singular,and vice versa;(vi)each gender shall,be deemed to include the other genders;(vii)each exhibit,appendix,attachment and schedule to this Agreement is a part of this Agreement; and (viii) any reference herein or in any schedule hereto to any agreements entered into prior to the date hereof shall include any amendments or supplements made thereto. 6.4 Force Majeure A party's performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of"Force Majeure". In any such event,the party unable to perform shall be required to resume performance of its obligations under this Agreement as soon as reasonably practicable following the termination of the event or because that excused performance hereunder. Force Majeure is defined as any act, event, or condition to the extent that it adversely impacts the cost of performance of, or adversely affects 7 the ability, of either party to perform any obligation under this Agreement (except for payment obligations) if such act, event or condition, in light of any circumstances that should have been known or reasonably believed to have existed at the time,is beyond the reasonable control and is not a result of the willful or negligent act,error,omission or failure to exercise reasonable diligence on the part of the party relying thereon. 6.5 Notices All notices required in this Agreement shall be sent by (i) certified mail, return receipt requested with postage prepaid, (ii) hand-delivery, (iii) overnight express carrier with next business day delivery guaranteed, addressed to the following addresses,or such other address as either party shall specify hereinafter in written notice to the other party: If to CONSULTANT: Inframark,LLC 210 North University Drive, Suite 702 Coral Springs,Florida 33071 Attn:Chris Tarase,Vice President of Infrastructure Management Services Email: 'iir' i.dn •,-__r;, With copy to: Inframark, LLC Attn: Legal Department 220 Gibraltar Road,Suite 200 Horsham, PA 19044 Email 1 :Y If to DISTRICT: Key Marco Community Development District Attn: Maureen McFarland,Chair 505 Whiskey Creek Drive Marco Island, Florida 34145 Email: r,:. ft,,-A' T.l il,,. With a copy to: Gregory L. Urbancic,Esq. Coleman, Yovanovich&Koester, P.A. 4001 Tamiami Trail North, Suite 100 Naples,Florida 34103 Email: i 4:!_ iT: 1 ,,,r , ), x};r, Any notice sent by certified mail be deemed received on the third (r) business day following the day the notice is provided to the U.S.Postal Service; when delivered to the party if hand-delivered;upon transmission if sent by email;or on the next business day following the day sent,if sent by overnight express courier with next business day delivery guaranteed. 6.7 Governing Law This Agreement shall be governed by the laws of the State of Florida. Sole and exclusive venue for all legal action necessary to enforce the Agreement shall be in Collier County, 8 Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy and each such remedy shalt be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof 6.8 Dispute Resolution In the event of any disputes, the parties shall first attempt to resolve the situation by good faith discussions which shall take place in a timely manner. If the dispute cannot he resolved within thirty (30) days, the parties shall mediate their dispute before a mediator who is an attorney licensed in Florida,certified as a Circuit Court Mediator by the Supreme Court of Florida and otherwise acceptable to both parties. The parties shall have fifteen (15)days to agree upon a mediator. If the parties cannot agree upon a mediator within such fifteen (15) day period, they shall ask the 20th Judicial Circuit Mediation Program to nominate a mediator, which nomination shall be deemed acceptable to both parties. The parties shall bear their own costs of the mediation but the parties shall share equally the costs of the mediator and the mediation facilities. 6.9 Independent Contractor The relationship of CONSULTANT and DISTRICT is that of independent contractor for all purposes under this Agreement.This Agreement is not intended to create,and shall not be construed as creating, between CONSULTANT and DISTRICT, the relationship of principal and agent,joint venturers, co-partners or any similar relationship, the existence of which is hereby expressly denied. 6.10 Non-Solicitation Neither party may actively solicit,for hire,the employees of the other party during the term of this Agreement. In the event of termination, cancellation or failure to renew as set out in this Agreement, DISTRICT agrees, for a period of eighteen(18)months from the date of termination,not to engage or attempt to engage the services of anyone who is employed by CONSULTANT (or was employed by CONSULTANT at any time within one year prior to the date of termination)for the performance of services identical to or substantially like those described herein in this Agreement. In the event of a breach of the foregoing covenant, both parties agree that DISTRICT shall pay to CONSULTANT, as liquidated damages,an amount equal to the Annual Management Fee as set forth in Exhibit B. 6.11 Assignment Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. 9 6.12 Counterparts This Agreement may he executed in more than one counterpart, each of which shall be deemed an original. 6.13 Public Records In connection with its services to the DISTRICT, the CONSULTANT 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 CONSULTANT taking appropriate and necessary steps to comply with the provisions of Section 119.0701(2)(b), Florida Statutes including,without limitation,the following: (a) The CONSULTANT shall keep and maintain public records required by the DISTRICT to perform the services hereunder. (b) Upon a request for public records received by the DISTRICT, the CONSULTANT shall provide the DISTRICT with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or otherwise provided by law. (c) The CONSULTANT shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the agreement term and following completion of this Agreement if the CONSULTANT does not transfer the records to the DISTRICT. (d) Upon completion of this Agreement,the CONSULTANT shall transfer,at no cost, to the DISTRICT all public records in possession of the CONSULTANT consistent with Florida law. All records stored electronically by the CONSULTANT must be provided to the DISTRICT, upon request from the DISTRICT's custodian of public records, in a format that is compatible with the information technology systems of the DISTRICT. (e) Failure of the CONSULTANT to comply with Section 1 19.0701, Florida Statutes may subject the CONSULTANT to penalties under Section 119.10, Florida Statutes. Further, in the event the CONSULTANT fails to comply with this Section or Section 119.0701, Florida Statutes, the DISTRICT shall be entitled to all remedies at law or in equity. The following statement is required to be included in this Agreement pursuant to Section 119.0701(2), Florida Statutes: IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT 10 THE CUSTODIAN OF PUBLIC RECORDS AT SANDRA DEMARCO C/O KEY MARCO COMMUNITY DEVELOPMENT DISTRICT, TELEPHONE: (954) 603-0033, EMAIL: SANDRA.DEMARCO@INFRAMARK.COM; MAILING ADDRESS: 210 NORTH UNIVERSITY DRIVE, SUITE 702; WITH A COPY TO GREGORY L. URBANCIC C/O COLEMAN, YOVANOVICH & KOESTER, P.A., 4001 TAMIAMI TRAIL N., SUITE 300 NAPLES, FL 34105; EMAIL: G URBA NCI C@CYKLA W FIRM.COM. (0 The DISTRICT shall make all determinations as to what constitutes confidential or exempt public records. {Remainder of page intentionally left blank, Signatures begin on next page.; 11 IN WITNESS WHEREOF,the parties hereto have caused their respective agents to execute thus instrument on their behalf,at the times set forth below. • ICEY MARCO COMMUNITY DEVELOPMENT DISTRICT Attest: . - -. // ). ; ,.,•,,,-, 4. ,..''," ..,-;'-:',°,- t'.... „:.- 1/..,;17/et' ' --'•;.` .-: .• . ' i . '-//;"(-'/="7;:6-47/: "/• Secreta r Assistanit, ,-,,,,e.cretary Maureen McFarland.Chair INFRAMARK,LLC • .....e.fitet,„ By: Witness ChriscascePdent Of Management Services Wine I \ 3 3 r ,, F� ` ^ . r jft^ x ,g ' i .rSs��artl e ` F ,sii, F ¢ s ;h �i c cV, 3¢ 1a1 kmsionti � �sof ,; k g i-ii- r i � o-3s , e W4e Cry � � tE " _ s,� , ,--tz- t a7k -x X43,-�1E ''pk 6 �V-McdA.F itt 'y k � 0r ,rP �✓` _fh rf•i . .� 'y ;' 3 ' 4 u 1 '1.-:.,Li .w a ;4.; z- - - > +' . ' .'.- ?"'..***2. xt ' *� t ysti" . t .. ,_431,140, ,� x r aY*r - " $ ? of „ hixyyvn�" x fi7'''' �"',, ° • _ a • • • % '.:711•445.'4... - 6, .:e-,-,,i,‘,1.44,---- '� P ' ". '" '- � .fixt .1.17',:•1*. ,. 1 .5 �" ' .s44ft . �.� m lkr yh1, w � � � �" ;1,1)1..j 0� �� .� ci� � % � �', �` � � xi `��� �� Fi.� �rr �� r40:::-..4..„- tx w � t� te %w • S F ' � x' ., 4.� y y x S.ri9 ga��` `d� lir• '� tV•91--'...,... ,5"Z?iw «af Yy � ` k � �! . W:.-. '.,i. I1• L t L$ .1'� 'iv' ,�"� �ra • A k �;1 <w; PS z m•- r�,a �° � ' 4 ^a ifs f " " .- ,,,, ,,,. ' rP ' -e - s hfix4 ; � ^t, q` r a 1*. �g1 w ,k� a , x • i Y ,. . -. !, Y.1 kh *- ,tir1 # . 51 nta i #e ," s a�x SI IN WITNESS WHEREOF,the parties hereto have caused their respective agents to execute this instrument on their behalf,at the times set forth below. KEY MARCO COMMUNITY DEVELOPMENT DISTRICT Attest: By: Secretary/Assistant Secretary Maureen McFarland, Chair INFRAMARK,LLC By: Witness Chris Tarase—Vice President Of Management Services Witness EXHIBIT A—SCOPE OF SERVICES A. Financial Services • Attend up to six meetings of the DISTRICT's Board of Supervisors and provide meaningful dialogue concerning the financials for the DISTRICT. • Preparation of DISTRICT'S budget at the DISTRICT's direction. • Implementation of DISTRICT's budget directives. • Preparation of monthly financial reports for the regular DISTRICT meetings. • Ensure all required procedures for the DISTRICT are properly followed and executed, including provision of required compliance and disclosure information to local governments; CONSULTANT shall work with the DISTRICT as need be to ensure all required procedures are properly followed and executed. • Provide all required annual disclosure information to the local government in the County in which the DISTRICT resides: o Audited Financial Statement • Insure compliance with the following Florida Statutes: 12 o Annual Financial Audit o Annual Financial Report o Public Depositor Report o Proposed budget • Submit preliminary budget to the DISTRICT's Board of Supervisors in accordance with Chapter 190,Florida Statutes. • Modify preliminary budget for consideration by the Board of supervisors at the DISTRICT's advertised Public Hearing. • Coordinate budget preparation with DISTRICT's Board, Engineer,and Attorney. • Prepare budget resolution approving the DISTRICT's budget and authorization to set public hearing. • Prepare budget resolution adopting the DISTRICT's budget,as modified by the Board of Supervisors. • Prepare agendas for budget hearings. • Prepare required investment policies and procedures pursuant to Chapter 218, Florida Statutes at the DISTRICT's direction. • Preparation of annual financial report for units of local government and distribution to the State Comptroller. • Preparation of Public Depositor's Report and distribution to State Treasurer. • Coordination and distribution of Annual Public Facilities Report and distribute to appropriate agencies. • Preparation of all required schedules for year-end audit. • Oversee capital and general fund accounts. District Management Services and Recording Services: I. MEETINGS,HEARINGS,WORKSHOPS, ETC. The CONSULTANT will organize, conduct, and provide minutes for all meetings of the DISTRICT.This includes,but is not limited to,scheduling meetings,providing agenda packages and meeting materials in the form requested by the Board of Supervisors, and publishing Board meeting, public hearing notices, and landowner election notices as directed by the DISTRICT; for avoidance of doubt,the CONSULTANT does not provide any legal advice and does not make any recommendations as to how to apply with applicable laws. CONSULTANT will attend up to six meetings a year,additional meetings will be charged as the fee schedule in Appendix B. CONSULTANT will consult with the Board of Supervisors and its designated representatives, and when necessary, organize such meetings, discussions, project site visits, workshops, and hearings as may pertain to the administration and accomplishment of the various projects and 13 services provided by the DISTRICT. CONSULTANT should have open communications with the HOA Managers. II. RECORDS CONSULTANT will maintain "Record of Proceedings" for the DISTRICT within the boundaries of the local government in which the DISTRICT is located and include meeting minutes.agreements,resolutions and other records required by law or contract and provide access to such records as necessary for proper DISTRICT function or compliance with Florida's public records laws as directed by the DISTRICT; for avoidance of doubt, the CONSULTANT does not provide any legal advice and does not make any recommendations as to how to apply with Florida's public records law or any other applicable laws. An excessive number of public records requests (more than six a month) will require an additional fee. CONSULTANT will also provide a hard of copy the agenda and all back up material to each Board member seven days prior to the meeting. III. DISTRICT OPERATIONS CONSULTANT will act as the primary point of contact for DISTRICT -related matters; provided however,that CONSULTANT shall not act as the DISTRICT's registered agent. CONSULTANT will be onsite for four hours twice a month. which includes the Regular Board meeting, if applicable for said month. CONSULTANT will solicit bids for DISTRICT contract services for Board of Directors approval and serve as a liaison between the DISTRICT and contractors to observe the monthly performance of the work of companies supplying the services related to the operation and maintenance of the DISTRICT's public infrastructure CONSULTANT will make recommendations and assist in matters relating to solicitation. approval, rejection, amendment, renewal, and cancellation of contracts for services to the DISTRICT. In advance of expiration of contracts, CONSULTANT will advise the Board as to need for renewal or additional procurement activities and implement same. CONSULTANT will work with the DISTRICT Attorney and DISTRICT Engineer in fulfilling these requirements. Project management(the onsite management of specific large maintenance and/or capital projects) will require an additional project management fee. Any such project management fee must be approved in advance the Board; provided, however, that in the event of an emergency,the Chair shall have the authority to approve in writing a project management fee for any such emergency project to be effective until the next Board meeting. CONSULTANT will recommend and advise the Board,in consultation with the District Engineer of the appropriate amount and type of insurance and be responsible for procuring all necessary insurance. CONSULTANT will develop FEMA applications and provide follow up services related to the processing of said applications as set forth in Exhibit B on behalf of the DISTRICT; provided 14 however, that DISTRICT shall be responsible for submitting and filing all applications and any other necessary information or documentation to the extent CONSULTANT is unable to do so. CONSULTANT will develop recommendations for Board consideration on handling projects that require"project management."CONSULTANT will develop a scope of service for each required project and present to the Board the scope of service and pricing for the project management required for each project. Exhibit B—Fee Schedule Annual Management Fee $29,077(annually) (Note:For the initial term,the amount shall be prorated.) Schedule of Miscellaneous Charges: 15 • The DISTRICT will be responsible for reimbursing CONSULTANT for applicable costs per the following fee schedule. All additional fees will be recorded by CONSULTANT and reimbursed by the DISTRICT monthly. Special Meetings-Beyond those defined in the negotiated agreement $125.00 per hour Mail Distribution General Distribution-Includes label,folding,insertion of up totwo items and delivery tothe $0.35 per piece post office Genera!Distribution-Additional inserts over two $0.03per additional page Labels $0.07each Certified Mail Current rate charged by postmaster plus handling charge of$5.00 li Postage Curren!rate charged by postmaster(no add on) Copies Black and white,single sided $0.18percopy,upto100copies $0 10 per copy thereafter Color(single sided) $0.50 per copy Black and white,duplex(two-sided) $0.21 per duplex copy SpecialServices-incudescourtappearances,performanceoitasksotherthancontract $100.00 per hour schedule(s).requested attendance for special committee functions and research for special projects File Storage-Records preceding those included in base fee(current year records plus two $15.00 per box per month years previous)(Any boxes may be tra nsferred to the District upon the request of the District) Notary service Included Estoppel letters for Sellers of Property-the CONSULTANT will charge thesellerdirectly at Included market rates FEMA applications and follow up services. FEMA applications and follow up will be charged at a minimum of$2,500 and a maximum of 10%of the total revenue received from FEMA submissions. 16 Crawford Landscaping Bryan Stork, Account Manager April 25,2019 On April 5, 2019 the irrigation pump was not working in Key Marco. Hoover Pump company was called in to assess the problem. On April 8,2019, Hoover submitted a proposal to replace the non-functioning R2 controller(which is obsolete)with the new R3 controller.The irrigation system in all of Key Marco CDD/HOA could not be turned on because of this needed repair and has been off as of the writing of this memo on April 25, 2019. Fortunately, mother nature has been kind and supplied the area with much needed rain once a week. Crawford Landscaping has been monitoring the plant material and up until Monday 4/22 saw no signs of real stress to the turf and plants. During a site review on Wednesday 4/24,The turf was showing stress in many areas due to lack of rain and supplemental irrigation. Key Marco has very sandy soils and water leaches through the soil very quickly. If the rains stop there is no irrigation to take over which could cause loss of plant material. South west Florida is in its dry season currently and will be for the next 2 months. Irrigation is no substitute for rain but it does help limp through the dry season until we get into the rainy season. Crawford landscaping shall not be responsible for lost plant material moving forward. We have been working with the property manager on the issue to help in any way that we can and we hope there is a resolution soon to keep Key Marco the beautiful community that we all enjoy. Thank you CRAWFORD PROPOSAL LANDSCAPING Billing Address: Project Title: Key Marco HOA Date: 5/16/2019 Chinch bug treatment Client Information: Physical Address: Prepared for: Customer No. 1966 Key Marco Phone: Contract No. 2 91 9051 61 E-Mail: Prepared by: Cody Watt DESCRIPTION: Crawford Landscaping proposes to provide all material,labor and equipment necessary to perform the following: To apply Arena 50 WDG at high rate as a broadcast treatment for foliar and systemic control of chinch bugs in St.Augustine grass.This treatment has sufficient residual activity if application is timed appropriately and applied properly.Guaranteed to provide adequate control of chinch bugs for up to one year.We will"spot treat"any areas of turf at no additional charge if chinch bug activity is still present after treatment up to one year.Due to the nature of this pest and its chemical resistance ability Crawford Landscaping is not responsible for any turf damage or loss as a result of chinch bug activity. SIZE QUANTITY UNIT PRICE TOTAL AMOUNT Application of Arena 50 WDG to all turf grass for preventative control of 1 chinch bug $ 8,136.00 $ 8,138.00 LABOR- IRRIGATION MULCH 1 . { z TOTAL 8,138.00 TERMS&CONDITIONS: Work performance and billing rates as follows: Work to be performed on a time and material basis and will be billed at the prevailing hourly rate. Crawford Landscaping is not limited to the work on this proposal and should the Client request additional work,Crawford Landscaping will perform upon receipt of a signed proposal. Payment terms as follows:Payment for services is due upon receipt of the Invoice. After thirty(30)days past due,interest will accrue at 1.5%per month. Crawford Landscaping will be entitled to all court costs,attorney's fees and costs,etc.,if collection becomes necessary. This proposal expires in sixty(60)days. By signing the proposal,Client agrees to the terms and conditions and work described above. Company Signature:igona�at� Date: Authorization Date: Weis W 5/16/2019 Client ti/ CRAWFORD LANDSCAPING May 1, 2019 Re:2019 Hurricane Season/Storm Clean Up Dear Valued Customer, The 2019 hurricane/storm season is upon us,and Crawford Landscaping wishes to prepare you should a damaging storm or hurricane occur. This letter, and our process, is based on years of experience and best practices,and is aimed at providing you the following: • Our Storm Event Response Protocol • Detailed price list for each applicable storm clean-up and restoration service • Provide an opportunity for you to pre-authorize us to provide these vital services. Please read this letter carefully and respond accordingly. Storm Event Response Protocol: After fully assessing our pre-authorized sites,we will organize our response per the following protocols: PHASE 1—Life/Safety:Life/Safety involves removing all debris blocking roadways, driveways, vehicles and building entrances. PHASE 2—General Clean-up:General cleanup involves removing all other debris from the property that has fallen to the ground;dead tree limbs for instance will be addressed in Level 4 PHASE 3-Staking:Staking involves the re-planting or staking of downed or leaning plants,trees or palms. This is a very important process that often involves machinery. Prior to Crawford addressing these needs,it's important to keep the damaged plant/tree/palm adequately watered. PHASE 4--Removals:Removals involves the removal of damaged trees,damaged limbs and stumps. This service is often performed by our Arbor Care crews. (NOTE:removal of damaged trees/fallen trees will be determined on basis of Crawford Landscaping's professional opinion taking into account the hazardous risk each present) Initial: Page 1 of 3 PHASE 5—Final Restoration: Final restoration as part of our Storm Event Response Procedure outlined in this letter involves only addressing the holes left behind by removed tree stumps. Additional grading and replanting will require an additional proposal. NOTE:ALL REGULARLY SCHEDULED MAINTENANCE OPERATIONS WILL BE SUSPENDED DURING THE STORM EVENT RESPONSE PERIOD. THE DURATION OF THIS SUSPENSION IS AT THE SOLE DISCRETION OF CRAWFORD LANDSCAPING,AND PER THE"ACT OF GOD"CLAUSE IN OUR CONTRACT,ANY MISSED SERVICES WILL BE CAUGHT UP AS TIME PERMITS AND NOT BE REFUNDED. NOTE:ALL WORK WILL BE COMPLETE PER THIS PRIORITY SEQUENCE AND COULD RESULT IN MULTIPLE VISITS AS WE WILL SERVICE ALL LEVEL 1 PRIORITIES BEFORE MOVING TO LEVEL 2 PRIORITIES(AND SO ON). NOTE:SIGNING THIS DOCUMENT DOES NOT GUARANTEE SPECIAL PRIORITY, IT ONLY GIVES US AUTHORITY IN ADVANCE TO PERFORM CLEAN-UP SERVICE AT YOUR PROPERTY. Storm Event Pricing: Any clean-up as outlined above resulting from a storm event is outside the general scope of service per our Maintenance Agreement,and therefore additional charges apply. Below is a detailed list of our Storm Event prices: Labor Cost per Hour All labor personnel $75.00 Machinery&Equipment(does not include operator) Cost per Hour Loader(small) $125.00 Loader(large) $300.00 Loader Delivery(required with large loader) $850.00 Stump Grinder $125.00 Chipper $125.00 Other Equipment(small-medium) $125.00 Dump Fees(does not include operator) Cost per Load Small (bucket truck,turf truck,etc.) $250.00 Medium (chipper truck,etc.) $400.00 Large (landscape flat bed,grapple,etc.) $750.00 Staking Materials Cost per Kit Staking-4x4 $65.00 Staking-4x2 $25.00 Staking-lodge poles $15.00 Costs for any other materials required will be determined at the time of the Hurricane/Storm cleanup. Initial: Page 2 of 3 Beware of Price Gouging: During large storm events,it's common for"out of town"companies to descend on Southwest Florida and charge absorbent fees for subpar work,often leaving behind significant damage to the landscape and turf as well as vital mechanical systems like drain fields and irrigation systems. To avoid being over-charged for this kind of work,we urge you to sign our pre- authorization letter today to ensure fair pricing for exceptional work. Storm Event Pre-Authorization: Please fill this out completely and return to our offices per one of these two methods: • Mail:2360 Catawba St. Naples, FL 34120 • E-MAIL:customerservice@discovercrawford.com Failure to return this form acknowledging your selection will be deemed as NOT authorizing us to perform storm clean-up and restoration services. Due to the hectic nature of preparing for a pending storm,last minute authorizations may not be received in time to provide cleanup and restoration service. Authorization: I authorize Crawford Landscaping in advance to perform emergency storm cleanup. I do not authorize Crawford Landscaping in advance to perform emergency storm cleanup. Property Name: Property Address: Printed Contact Name: Contact Number: Signed: Dated: Should you have any questions regarding this matter,you may reach me directly on my mobile phone at(239)-872-1854. Respectfully, Keith Mahan President Crawford Landscaping Group, LLC Initial: Page 3 of 3 Estimate E334 5/6/2019 Key Marco I10A Key Marco HOA 505 Whiskey Creek Dr. 505 Whiskey Creek Dr. Marco Island,FL,34145 Marco Island,FL,34145 PG Numher I (-vet 50%deposIt/balance upon completion Gatehouse/wood restain Gatehouse- powerwash exterior stained wood work ceiling&fascia in preparation for stain fit holes as needed on fascia through out apply one coat Sikkens product matching existing color work to be performed in a professional manner including cover &protection of surrounding area price includes labor,material& scaffolding Labor&Material $5,750.00 AnxurU Pnu; $0.00 Amount Due $5,750.00 Sun?ntnl $5,750.00 a:.l $5,750.00 Katie Maline From: Rachel Turner <rachel@c3gardens.com> Sent: Thursday, May 9,2019 4:28 PM Subject: C3 Gardens 2019 Summer Newsletter C :. C3 GARDENS ALM tVL COLouri' Hello Friends of CS Gardens; As we shift from the busy Winter season in SW Florida to summer time,we wanted to take a moment to say THANK YOU,and update you on a few things with our company. We greatly appreciate%writing on all of your beautiful properties.Enhancing your favorite spaces and improving your own,your guests,or customer's experience on your property is what drives us. With the season ahiPong.many of you are,or have already departed for the season. while others enjoy SW Florida year-round.In order to best serve our array of clientele we will be simplifying our billing process for these seasonal changes as follows; $eaaonal change out;If your planters ere being cleaned,re-planted,and re-Installed al one time,then the usual change out(per planter)charge wit be applied. sasonal CLEAN ot&If your planters era being cleaned.stored,and then replanted at a later date,we charge a minimal rate per planter In order to cover our costs of multiple trips. These costs are as follows Small:20.00 Medium:40.00 Large:60.00 For Clients that elect to haves Seasonal CLEAN nn,the applicable change out charges per planter sties to plant them up,will be charged upon installation of the new seasonal planting. Please let us know if you have any questions at at,we'll be happy to answer them) While we have many Ideas on how to better serve our wonderful clientele and perfect our art,please contact us et your convenience to discuss any projects you have in mind for this season or the next) Again,we thank you for allowing us to work with you on enhancing your gorgeous properties,and we look forward to the many beautiful seasons ahead. ,Jack 8arnwe/-President/Lead Designer Karen Barnwell-Vice President Rachel Turner-Opera lions Manager (239)260-4355 P/{r Y )ACKi•?:C3GARDENS.COM PROVEN WINNERS WWW C3GARDFNS.COM 111111 Rachel Turner Operations Manager C3 Gardens LLC C: 859,512.5030 RULES OF PROCEDURE KEY MARCO COMMUNITY DEVELOPMENT DISTRICT TABLE OF CONTENTS 1.0 Organization 1 1.1 Board of Supervisors: Officers and Voting 1 1.2 Public Information and Inspection of Records 4 1.3 Public Meetings,Hearings,and Workshops 5 1.4 Conduct of Business 8 1.5 Board Policy Relating to Use of District Counsel for Legal Services and District Engineer for Engineering Services 9 2.0 Rulemaking Proceedings 9 3.0 Decisions Determining Substantial Interests 13 4.0 Purchasing,Contracts,Construction and Maintenance 14 4.1 Purchase of Goods,Supplies,and Materials 16 4.2 Contracts for Construction of Authorized Project 17 4.3 Contracts for Maintenance Service 20 4.4 Purchase of Insurance 22 4.5 Procedure for Purchasing Contractual Services 23 4.6 Procedure Under Consultant's Competitive Negotiations Act 25 5.0 Bid Protests Under Consultant's Competitive Negotiations Act 28 5.1 Protests With Respect to Contracts Awarded or Bid Documents 29 5.2 Bid Protests Relating to Any Other Award 30 6.0 Design-Build Contract Competitive Proposal Selection Process 31 7.0 District Auditor Selection Procedures 34 8.0 Effective Date 34 RULES OF PROCEDURE KEY MARCO COMMUNITY DEVELOPMENT DISTRICT 1.0 Organization (1) Key Marco Community Development District(the"District")was created pursuant to the provisions of Chapter 190, Florida Statutes and was established to provide for ownership, operation, maintenance, and provision of various public improvements,facilities and services within its jurisdiction. The purpose of these rules (individually, each a"Rule"and collectively,the"Rules")is to describe the general operations of the District. (2) Definitions located within any section of the Rules shall be applicable within all other sections,unless specifically stated to the contrary. (3) A Rule of the District shall be effective upon adoption by affirmative vote of the District's Board of Supervisors("Board"). After a Rule becomes effective,it may be repealed or amended only through the rulemaking procedures specified in these Rules. Notwithstanding, the District may immediately suspend the application of a rule if the District determines that the rule conflicts with Florida law. In the event that a Rule conflicts with Florida law and its application has not been suspended by the District,such Rule should be interpreted in the manner that best effectuates the intent of the Rule while also complying with Florida law. If the intent of the Rule absolutely cannot be effectuated while complying with Florida law, the Rule shall be automatically suspended. Specific Authority: s.s. 190.011(5),120.53(1)(a),Fla.Stat. Law Implemented: s.s. 190.011(5),120.53(1)(a),Fla.Stat. 1.1 Board of Supervisors: Officers and Voting. (1) Board of Supervisors. The Board shall consist of five(5)members. Members of the Board("Supervisors")must meet the qualifications set forth in Chapter 190, Florida Statutes. The Board shall exercise the powers granted to the District under Florida law. (a) Supervisors shall hold office for the term specified by Section 190.006, Florida Statutes. If, during the term of office, any Supervisor vacates his/her office, the remaining Supervisors shall fill the vacancies by appointment for the remainder of the term. If three or more vacancies exist at the same time, a quorum, as defined herein, shall not be required to appoint replacement Supervisors. 1 (b) Three (3) Supervisors shall constitute a quorum for the purposes of conducting business, exercising powers and all other purposes. A Supervisor shall be counted toward the quorum if physically present at the meeting, regardless of whether such Supervisor is prohibited from, or abstains from,participating in discussion or voting on a particular item. (c) Action taken by the Board shall be upon a majority vote of the Supervisors present,unless otherwise provided in the Rules or required by law. Subject to Rule 1.3(9), a Supervisor participating in the Board meeting by teleconference,videoconference or other electronic means shall be entitled to vote and take all other action as though physically present. (d) Unless otherwise provided for by an act of the Board,any one Supervisor may attend a mediation session on behalf of the Board. Any agreement resulting from such mediation session must be approved pursuant to subsection(1)(c)of this Rule. (2) Officers. At the first Board meeting held after each election or appointment where the newly elected members take office,the Board shall select a Chair,Vice-Chair, Secretary,Assistant Secretary,and Treasurer. (a) Chair. The Chair must be a Supervisor. If the Chair resigns from the office or ceases to be a Supervisor,the Board shall select a Chair,after filling the vacancy. The Chair serves at the pleasure of the Board. The Chair or Vice- Chair shall be authorized to execute resolutions and contracts on behalf of the Board. The Chair shall convene and conduct all meetings of the Board. In the event the Chair is unable to attend a meeting, the Vice-Chair shall convene and conduct the meeting. The Chair or Vice-Chair may request the District Manager or other district staff to convene and conduct any meeting of the Board. (b) Vice-Chair. The Vice-Chair shall be a Supervisor and shall have such duties and responsibilities as specifically designated by the Board from time to time. The Vice-Chair has the authority to execute resolutions and contracts on the District's behalf in the absence of the Chair. If the Vice-Chair resigns from the office or ceases to be a Supervisor,the Board shall select a Vice- Chair,after filling the Board vacancy. The Vice-Chair serves at the pleasure of the Board. (c) Secretary. The Secretary of the Board serves at the pleasure of the Board and need not he a Supervisor. The Secretary shall be responsible for maintaining the minutes of Board meetings and may have other duties assigned by the Board from time to time. The District Manager may serve as Secretary. 2 (d) Treasurer. The Treasurer need not be a Supervisor but must be a resident of the State of Florida. The Treasurer shall perform duties described in Section 190.007(2) and (3), Florida Statutes, as well as those assigned by the Board from time to time. The Treasurer shall serve at the pleasure of the Board. (e) Absence of Chair and Vice-Chair. In the event that both the Chair and Vice- Chair are absent from a Board meeting and a quorum is present,the Board may designate one of its members or a member of District staff to convene and conduct the meeting. In such circumstances,any of the Board members present are authorized to execute agreements, resolutions, and other documents approved by the Board at such meeting. In the event that the Chair and Vice-Chair arc both unavailable to execute a document previously approved by the Board,the Secretary or any Assistant Secretary may execute such document. (f) Assignment of Additional Duties. The Board may assign additional duties to District officers from time to time,which include,but are not limited to, executing documents on behalf of the District. (g) Check Signing. The Chair,Vice-Chair,and any other person authorized by District Resolution may sign checks and warrants for the District, countersigned by the Treasurer or other persons authorized by the Board. (3) Committees. The Board may establish committees of the Board, either on a permanent or temporary basis, to perform specifically designated functions. Committees may include individuals who are not Supervisors. Such functions may include,but are not limited to,contract negotiations,personnel matters,and budget preparation. (4) Record Book. The Board shall keep a permanent record book entitled"Record of Proceedings", in which shall be recorded minutes of all meetings, resolutions, proceedings, certificates and corporate acts. The Records of Proceedings shall be located at the District Office and shall be available for inspection by the public. (5) Meetings. The Board shall establish each fiscal year,an annual schedule of regular meetings, which shall be submitted to the county and the state of Florida. Said schedule shall be posted and/or published to the extent required by Chapter 189, Florida Statues. All meetings of the Board shall be open to the public in accord with the provisions of Chapter 286,Florida Statutes. (6) Voting Conflict of Interest. The Board shall comply with Section 112.3143,Florida Statutes, so as to ensure the proper disclosure of conflicts of interest on matters coming before the Board for a vote. For the purposes of this section, "voting conflict of interest" shall be governed by Chapters 112 and 190, Florida Statutes, as amended from time to time. 3 (a) When a Board member knows the member has a conflict of interest on a matter coming before the Board, the member should notify the Board's Secretary prior to participating in any discussion with the Board on the matter. The member shall publicly announce the conflict of interest at the meeting. This announcement shall appear in the minutes. The Board's Secretary shall prepare a memorandum of voting conflict(Form 8B)which shall then be signed by the Board member,filed with the Board's Secretary, and attached to the minutes of the meeting within fifteen (15) days of the meeting. (b) If a Board member inadvertently votes on a matter and later learns they have a conflict on the matter, the member shall immediately notify the Board's Secretary. Within fifteen(15)days of the notification,the member shall file the appropriate memorandum of voting conflict, which will be attached to the minutes of the Board meeting during which the vote on the matter occurred. The memorandum shall immediately be provided to other Board members and shall read publicly at the next meeting held subsequent to the filing of the written memorandum. Specific Authority: s.s.190.001,190.011(5),Fla.Stat. Law implemented: s.s.190.006,190.007,112.3143,Fla.Stat. 1.2 Public Information and Inspection of Records. (1) Public Records. All District public records within the meaning of Chapter 119, Florida Statutes, and not otherwise restricted by law, including the "Records of Proceedings", may be copied or inspected at the District Office during regular business hours. Unless otherwise designated by the Board, the official District office shall be the District Manager's office as identified by the District Manager. If the District Manager's office is not located within the county in which the District is located,the Board shall designate a local records office within such county which shall at a minimum contain those documents required by law. All written public records requests shall be directed to the Records Custodian who by these rules is appointed as the District's records custodian. Regardless of the form of the request, any Supervisor or staff member who receives a public records request shall immediately forward or communicate such request to the Records Custodian for coordination of a prompt response. The Records Custodian,after consulting with District Counsel as to the applicability of any exceptions under the public records laws,shall be responsible for responding to the public records request. (2) Copies. Copies of public records shall be made available to the requesting person at the current rate authorized under Section 119.07(4), Florida Statutes. The requesting person may be required to pay for any charges in advance. 4 Specific Authority: s.s.190.011(5),120.53,Fla.Stat. Law Implemented: s.s.190.006,119.07,120.53,Fla.Stat. 1.3 Public Meetings,Hearings,and Workshops. (1) Notice. Pursuant to Section 189.015(1), Florida Statutes, the Board shall file quarterly, semiannually, or annually a schedule of its regular meetings with the local governing authority. The schedule shall include the date, time, and location of each scheduled meeting. The schedule shall be published quarterly, semiannually,or annually in a newspaper of general paid circulation in the manner required by Section 189.015(1), Florida Statutes. Special meetings may be scheduled from time-to-time by the Board. Or, special meetings may be called by the Chair(or the Vice-Chair in the absence of the Chair)or upon the request of any three (3) Supervisors made to the District Manager. Except in emergencies or as otherwise required by law, for the purpose of any meeting other than a regular meeting or any recessed and reconvened meeting of the Board, the District shall provide at least seven(7)days public notice shall be given of any public meeting, hearing, or workshop of the Board. Except as otherwise permitted by law, public notice shall be given by publication in a newspaper of general circulation in the District and shall include: (a) The date,time and place of the meeting or workshop; (b) A brief description of the nature, subjects and purposes of the meeting, hearing or workshop; (c) The District Office address for the submission of requests for copies of the agenda; (d) A statement in substantially the following form:"Pursuant to the provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager. If you are hearing or speech impaired,please contact Florida Relay Service at 1-800- 955-8770,who can aid you in contacting the District Office." (e) A statement in substantially the following form:"A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop 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 the appeal is to be based." 5 (f) A statement in substantially the following form: "The meeting[or hearing or workshop] may be continued in progress without additional notice to a time,date,and location stated on the record." (2) Agenda. The District Manager, under the guidance of District Counsel and the Chair(or the Vice-Chair if the Chair is unavailable), shall prepare a notice and an agenda of the meeting. Except as to items approved for inclusion in the agenda by the Board pursuant to subsection(b)below,the Chair(or the Vice-Chair if the Chair is unavailable)shall make the final determination of items to include on the agenda. The agenda and agenda back-up materials for each meeting shall be available to the public prior to the meeting in the manner and at such time as required by Florida law. Except as otherwise provided by law, for good cause, the agenda may be changed after it is first made available for distribution. The requirement of good cause shall be liberally construed to allow the District to efficiently conduct business and to avoid the expenses associated with special meetings. By a majority vote of the Board at the start of the meeting, items may be added or deleted from the agenda. (a) The District may, but is not required, to use the following format in preparing its agenda for its regular meetings: Call to order Roll call Audience Questions and Comments on Agenda Items Review of minutes Specific items of old business Specific items of new business Staff reports (a) District Counsel (b) District Engineer (c) District Manager Supervisor's requests and comments Audience Questions and Comments Adjournment (b) The agenda of each meeting shall include a section for Supervisors'requests to allow the Supervisors the opportunity to request that certain items be placed on a future agenda of the Board. The Board may accept or reject the request of a Supervisor for the placement of a particular subject matter on a future agenda. If accepted, the requested matter will be placed on the applicable future agenda by the District Manager. (3) Minutes. The Secretary shall be responsible for keeping the minutes of each meeting of the Board. Minutes shall be corrected and approved by the Board at a subsequent meeting. 6 (4) Receipt of Notice. Persons wishing to receive, by mail, notices or agendas of meetings, may so advise the District Manager or Secretary at the District Office. Such persons shall furnish a mailing address in writing and shall be required to pre- pay the cost of the copying and postage. (5) Emergency Meetings. The Chair, or Vice Chair if the Chair is unavailable, may convene an emergency meeting of the Board without first having complied with subsections (1) and (2) to act on emergency matters that may affect the public health, safety or welfare. Whenever possible, the Chair shall make reasonable efforts to notify all Board members of an emergency meeting twenty-four (24) hours in advance. Reasonable efforts may include telephone notification. After an emergency meeting,the Board shall publish in a newspaper of general circulation in the District,the time,date,and place of the emergency meeting,the reasons why an emergency meeting was necessary, and a description of the action taken. Whenever an emergency meeting is called, the District Manager shall be responsible for notifying at least one major newspaper of general circulation in the District. Actions taken at an emergency meeting may be ratified by the Board at a regularly noticed meeting subsequently held. (6) Public Comment. The public shall be provided the opportunity to be heard on any proposition that will come before the Board at a meeting pursuant to Section 286.011, Florida Statutes. The Board shall set aside a reasonable amount of time for public comment on agenda items, and the time for public comment shall be identified in the agenda. Policies and rules governing public comments may be adopted by the Board in accordance with Florida law. (7) Budget Hearing. Notice of hearing on the annual budget(s)shall be in accord with Section 190.008, Florida Statutes. Once adopted in accord with Section 190.008, Florida Statutes,the annual budget(s)may be amended from time to time by action of the Board. Approval of invoices by the Board in excess of the funds allocated to a particular budgeted line item shall serve to amend the budgeted line item. (8) Public Hearings. Notice of required public hearings shall contain the information required by applicable Florida law and by these Rules applicable to meeting notices and shall be mailed and published as required by Florida law. The District Manager shall ensure that all such notices, whether mailed or published, contain the information required by Florida law and these Rules and are mailed and published as required by Florida law. Public hearings may be held during Board meetings when the agenda includes such public hearing. (9) Participation by Teleconference/Videoconference. District staff may participate in Board meetings teleconference,videoconference or other electronic means. Except as otherwise provided in Florida law, Board members may also participate in Board meetings by teleconference, videoconference or other electronic means if in the good judgment of the Board extraordinary circumstances exist;provided however, at least three Board members must be physically present at the meeting location to 7 establish a quorum. Such extraordinary circumstances shall be presumed when a Board member participates by teleconference,videoconference or other electronic means, unless a majority of the Board members physically present determines that extraordinary circumstances do not exist. (10) Continuances. Any meeting of the Board or any item or matter included on the agenda for a meeting may be continued without re-notice or re-advertising provided that the continuance is to a specified date,time and location publicly announced at the meeting where the item or matter was included on the agenda. (11) Resident Committee Meetings. The Board may establish resident committees as needed. Such committee meetings shall be noticed to the public at least seven(7) days in advance. Specific Authority: s.s.190.005,190.011(5),Fla.Stat. Law Implemented: s.s. 190.007,190.008,120.53,286.0105,286.0114,120.54,Fla.Stat. 1.4 Conduct of Business. The following rules for conducting meetings shall be observed by the Board. Except as herein provided questions of order and the conduct of business shall be governed by Robert's Rules of Order. (1) Call to Order.The meetings of the Board shall be called to order by the Chair or,in his/her absence by the Vice-Chair. In the absence of both the Chair and the Vice- Chair,the meeting shall be called to order by the District Manager for the selection of a temporary Chair. (2) Preservation of Order. The Chair shall preserve order and decorum;prevent attacks on personalities or the impugning of Supervisors' motives; and confine members in debate to the question under discussion. (3) Points of Order. The Chairman shall determine all points of order, subject to the right of any Supervisor to appeal to the Board for a decision on the point of order by majority vote. If any appeal is taken,the question shall be, "Shall the decision of the Chair be sustained?"A majority of the Board may overrule the Chair on the point of order. (4) Motion under Consideration. When a motion is presented and seconded,it is under consideration and no other motion shall be received thereafter, except to adjourn, to lay on the table, to postpone, or to amend until the question is decided. These countermotions shall have preference in the order in which they are mentioned,and the first two shall be decided without debate. Final action upon a pending motion may be deferred until the next meeting by majority of the Supervisors present. 8 (5) Chair Participation. The presiding Chair may move, second and debate from the chair, and shall not be deprived of any of the rights and privileges of a Supervisor by reason of being the presiding Chair. (6) Form of Address. Each Supervisor shall address only the Chair (or applicable presiding officer in the Chair's absence) for recognition. Each Supervisor shall confine himself/herself to the question under debate, and shall avoid personalities and indecorous language. (7) Interruption. A Supervisor, once recognized, shall not be interrupted except by a call to order or as herein otherwise provided. If a Supervisor is called to order, he/she shall stop speaking until the question is determined by the Chair (or applicable presiding officer in the Chair's absence). Specific Authority: s.s.190.006,190.011(5),Fla.Stat. Law Implemented: s.s. 190.0011(5),Ha.Stat. 1.5 Board Policy Relating to Use of District Counsel for Legal Services and District Engineer for Engineering Services. The Board may,by resolution,adopt a policy relating to the use of District Counsel or the District Engineer. Specific Authority: s.s.190.006,190.011(5),Fla.Stat. Law Implemented: s.s.190.0011(5),Fla.Stat. 2.0 Rulemaking Proceedings. (1) Commencement of Proceedings. Proceedings held for adoption, amendment, or repeal of a District rule shall be conducted according to the applicable provisions of Chapter 120, Florida Statutes, and these Rules. Rulemaking proceedings shall be deemed to have been initiated upon publication of notice by the District. (2) Notice of Rule Development. (a) Except when the intended action is the repeal of a rule, the District shall provide notice of the development of proposed rules by publication of a notice of rule development in a newspaper of general circulation in the District before providing notice of a proposed rule as required by paragraph (3). The notice of rule development shall indicate the subject area to be addressed by rule development, provide short, plain explanation of the purpose and effect of the proposed rule,cite specific legal authority for the proposed rule,and a statement of how a person may promptly obtain a copy of any preliminary draft, if available. 9 (b) All rules shall be drafted in accord with Chapter 120,Florida Statutes. (3) Notice of Proceedings and Proposed Rules. (a) Prior to the adoption, amendment, or repeal of any rule other than an emergency rule,the District shall give notice of its intended action,setting forth a short, plain explanation of the purpose and effect of the proposed action; a reference to the specific rulemaking authority pursuant to which the rule is adopted;and a reference to the section or subsection of the Florida Statutes or the Laws of Florida being implemented, interpreted, or made specific. The notice shall include a summary of the District's statement of the estimated regulatory costs,if one has been prepared,based on the factors set forth in Section 120.541(2), Florida Statutes, and a statement that any person who wishes to provide the District with a lower cost regulatory alternative as provided by Section 120.541(1),must do so in writing within twenty-one(21) days after publication of the notice; and a statement as to whether, based on the statement of the estimated regulatory costs or other information expressly relied upon and described by the District if no statement of regulatory costs is required, the proposed rule is expected to require legislative ratification pursuant to Section 120.541(3). The notice must state the procedure for requesting a public hearing on the proposed rule unless one is otherwise scheduled or required under Florida Statutes. Except when the intended action is the repeal of a rule, the notice must include a reference both to the date on which and to the place where the notice of rule development that is required by subsection(2)appeared. (b) The notice shall be published in a newspaper of general circulation in the county in which the District is located not less than twenty-eight(28)days prior to the intended action. The proposed rule shall be available for inspection and copying by the public at the time of the publication of notice. (c) The notice shall be mailed to all persons named in the proposed rule and to all persons who,at least fourteen(14)days prior to such mailing,have made requests of the District for advance notice of its proceedings. Any person may file a written request with the District Manager to receive notice by mail of District proceedings to adopt,amend or repeal a rule. Such persons must furnish a mailing address and may be required to pay the cost of copying and mailing. Notice will then be mailed to all persons whom, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its proceedings. (4) Rule Development Workshops. Whenever requested in writing by any affected person, the District must either conduct a rule development workshop prior to proposing rules for adoption or the District Chair must explain in writing why a 10 workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so. (5) Petitions to Initiate Rulemaking. All petitions for the initiation of rulemaking proceedings pursuant to Section 120.54(7),Florida Statutes,must contain the name, address and telephone number of the Petitioner,specific action requested,specific reason for adoption,amendment,or repeal,the date submitted,and shall specify the text of the proposed rule and the facts showing that the Petitioner is regulated by the District, or has substantial interest in the rulemaking, shall be filed with the District. The Board shall then act on the petition in accordance with Section 120.54(7),Florida Statutes,except that copies of the petition shall not be sent to the Administrative Procedure Committee, and notice may be given in a newspaper of general circulation in the county in which the District is located. (6) Rulemaking Materials. After the publication of the notice to initiate rulemaking, the Board shall make available for public inspection and shall provide,upon request and payment of the cost of copies,the following materials: (a) The text of the proposed rule, or any amendment or repeal of any existing rules; (b) A detailed written statement of the facts and circumstances justifying the proposed rule; (c) A copy of the statement of estimated regulatory costs if required by Section 120.541,Florida Statutes;and (d) The published notice. (7) Rulemaking Proceedings—No Hearing. When no hearing is requested or required under Florida Statutes and the Board chooses not to initiate a hearing on its own, or if the rule relates exclusively to organization, practice or procedure, the Board may direct the proposed rule be filed with the District Office no less than twenty- eight(28)days following notice. Such direction may be given by the Board either before initiating the rule adoption process or after the expiration of the twenty-one (21)days during which affected persons may request a hearing. (8) Rulemaking Proceedings—Hearing. If the proposed rule does not relate exclusively to organization, practice or procedure, the District shall provide, upon request, a public hearing for the presentation of evidence, argument and oral statements, within the reasonable conditions and limitations imposed by the District to avoid duplication, irrelevant comments, unnecessary delay or disruption of the proceedings. Any affected person may request a hearing within twenty-one (21) days after the date of publication of the notice of intent to adopt,amend or repeal a rule. When a public hearing is held, the District must ensure that the Board members are available to explain the District's proposal and to respond to questions 11 or comments regarding the rule. If one or more requested public hearings is scheduled,the Board shall conduct at least one of the public hearings itself and may not delegate this responsibility without the consent of those persons requesting the public hearing. (9) Request for Public Hearing. (a) A request for a public hearing shall be in writing and shall specify how the person requesting the public hearing would be affected by the proposed rule. The request shall be submitted to the District within twenty-one (21) days after notice of intent to adopt, amend, or repeal the rule is published as required by law, in accordance with the procedure for submitting requests for public hearing stated in the notice of intent to adopt,amend or repeal the rule. (b) If the notice of intent to adopt,amend,or repeal a rule did not notice a public hearing and the District determines to hold a public hearing, the District shall publish notice of a public hearing in a newspaper of general circulation within the District at least seven (7) days before the scheduled public hearing. The notice shall specify the date, time, and location of the public hearing,and the name,address,and telephone number of the District contact person who can provide information about the public hearing. (c) Written statements may be submitted by any person within a specified period of time prior to or following the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record. (10) Emergency Rule Adoption. The Board may adopt an emergency rule if it finds that immediate danger to the public health, safety or welfare exists which requires immediate action. Prior to the adoption of an emergency rule,the District Manager shall make reasonable efforts to notify a newspaper of general circulation in the District. Notice of emergency rules shall he published as soon as possible in a newspaper of general circulation in the District. The District may use any procedure which is fair under the circumstances in the adoption of an emergency rule as long as it protects the public interest as determined by the District and otherwise complies with these provisions. (11) Negotiated Rulemaking. The District may use negotiated rulemaking in developing and adopting rules pursuant to Section 120.54,Florida Statutes. (12) Variances and Waivers. Variances and waivers from District rules may be granted pursuant to the provisions and limitations contained in Section 120.542, Florida Statutes. Specific Authority: s.s.190.011(5),190.011(15),120.54,190.035,Fla.Stat. 12 Law Implemented: s.s.120.54,190.035(2),Fla.Stat. 3.0 Decisions Determining Substantial Interests. (1) Conduct of Proceedings. Proceedings may be held by the District in response to a written request submitted by a substantially affected person within fourteen (14) days after written notice or published notice of District action or notice of District intent to render a decision. Notice of both action taken by the District and the District's intent to render a decision shall state the time limit for requesting a hearing and shall reference the District's procedural rules. If a hearing is held,the Chair shall designate any member of the Board (including the Chair), District Manager,District General Counsel,or other person to conduct the hearing. The person conducting the hearing may: 1. Administer oaths and affirmations; 2. Rule upon offers of proof and receive relevant evidence; 3. Regulate the course of the hearing, including any prehearing matters; 4. Enter orders; 5. Make or receive offers of settlement,stipulation,and adjustment. (a) The person conducting the hearing shall, within thirty (30) days after the hearing or receipt of the hearing transcript, whichever is later, file a recommended order which shall include a caption, time and place of hearing,appearances entered at the hearing,statement of the issues,findings of fact and conclusions of law,separately stated,and a recommendation for final District action. (b) The District shall issue a final order within forty-five(45)days: 1. After the hearing is concluded,if conducted by the Board; 2. After a recommended order is submitted to the Board and mailed to all parties, if the hearing is conducted by persons other than the Board;or 3. After the Board has received the written and oral material it has authorized to be submitted,if there has been no hearing. (2) Eminent Domain. After determining the need to exercise the power of eminent domain pursuant to Subsection 190.11(11), Florida Statutes, the District shall 13 follow those procedures prescribed in Chapters 73 and 74, Florida Statutes. Prior to exercising the power of eminent domain,the District shall: (a) Adopt a resolution identifying the property to be taken; (b) If the property is beyond the boundaries of the District,obtain approval by resolution of the governing body of the county if the taking will occur in an unincorporated area, or of the municipality if the taking will occur within the municipality. Specific Authority: s.s.190.011(5),190.011(15),Fla.Stat. Law Implemented: s.s.190.011(11),Fla.Stat. 4.0 Purchasing, Contracts,Construction and Maintenance. (1) Purpose and Scope. In order to comply with Sections 190.033(1) through (3), 287.055 and 287.017, Florida Statutes, the following procedures, definitions and rules are outlined for the purchase of professional, construction,maintenance, and contract services,and goods, supplies,materials,and insurance. (2) Definitions. (a) "Continuing contract" is a contract for professional services (of a type described above), entered into in accordance with this Rule, between the District and a firm whereby the firm provides professional services for the District for work of a specified nature with no time limitation, except that the contract shall provide a termination clause. (b) "Contractual services" means rendering time and effort rather than furnishing specific goods or commodities. Contractual services do not include legal (including attorneys, paralegals, court reporters and expert witnesses, including appraisers), artistic, auditing, health, or academic program services, or professional services (as defined in Section 287.055(2)(a), Florida Statutes and these Rules) and shall generally be considered the services referenced by Section 287.012(8),Florida Statutes. Contractual services do not include the extension of an existing contract for services if such extension is provided for in the contract terms. (c) "Emergency purchases" means a purchase necessitated by a sudden unexpected turn of events (e.g. acts of God, riot, fires, floods, hurricanes, accidents,or ant circumstances or cause beyond the control of the Board in the normal conduct of its business), where the Board finds that the delay incident to competitive solicitation would be detrimental to the interests of the District. 14 (d) "Goods, supplies and materials" do not include printing, insurance, advertising,or legal notices. (e) "Invitation to Bid"is a written solicitation for sealed bids with the title,date and hour of the public bid opening designated specifically and defining the commodity involved. It includes printed instructions prescribing conditions for bidding, evaluation criteria, and provides for a manual signature of an authorized representative. (f) "Lowest Responsible Bid/Proposal" means, in the sole discretion of the Board, the bid or proposal (i)is submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements and with the integrity and reliability to assure good faith performance, (ii) is responsive to the invitation to bid or request for proposal as determined by the Board,and(iii)is the lowest cost to the District. Minor variations in the bid may be waived by the Board. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids may not be modified after opening. (g) "Most Advantageous Bid/Proposal" means, in the sole discretion of the Board,the bid or proposal (i) is submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements and with the integrity and reliability to assure good faith performance, (ii) is responsive to the invitation to bid or request for proposal as determined by the Board,and(iii)is the most advantageous bid or proposal to the District. Minor variations in the bid may be waived by the Board. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids may not be modified after opening. (h) "Professional services" means those services within the scope of the practice of architecture,professional engineering,landscape architecture or registered surveying and mapping, as defined by the laws of Florida, or those performed by an architect,professional engineer,landscape architect or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice. (i) "Project" means that fixed capital outlay study or planning activity when basic construction cost is estimated by the District to exceed the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FIVE,or for a planning study activity when the fee for professional services is estimated by the District to exceed the threshold amount provided in Section 287.017, for CATEGORY TWO, as such categories may be amended from time to time by the State of Florida Department of Management Services to reflect inflation or other measures. 15 (j) "Purchase" means acquisition by sale, rent lease, lease/purchase or installment sale. It does not include transfer, sale or exchange of goods, supplies or materials between the District and any federal,state,regional or local government entity or political subdivision of the state. (k) "Request for Proposal"is a written solicitation for sealed proposals with the title, date and hour of the public opening designated and requiring the manual signature of an authorized representative. It may provide general information, applicable laws and rules, statement of work, functional or general specifications, proposal instructions, work detail analysis and evaluation criteria as necessary. (1) "Responsive bid/proposal"means a bid or proposal which conforms in all material respects to the specifications and conditions in the invitation to bid or request for proposal and these Rules,and the cost components of which are appropriately balanced. A bid/proposal is not responsive if the person or firm submitting the bid fails to meet any requirement relating to the qualifications,financial stability,or licensing of the bidder. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.033,Fla.Stat. 4.1 Purchase of Goods,Supplies,and Materials. (1) Purpose and Scope. All purchases of goods, supplies, or materials exceeding the amount provided in Section 287.017,Florida Statutes,for CATEGORY FOUR,as such category may be amended from time to time, shall be purchased under the terms of these Rules. Contracts for purchases of"goods, supplies, and materials" do not include printing,insurance,advertising or legal notices. (2) Procedure. When a purchase of goods, supplies or materials is within the scope of this Rule,the following is appropriate: (a) The Board shall cause to prepare an Invitation to Bid or Request for Proposal,as appropriate. (b) The Notice of Invitation to Bid or Request for Proposal shall be advertised at least once in a newspaper of general circulation within the District. The notice shall allow at least seven (7) days for submittal of bids, unless the Board,for good cause,determines a shorter period of time is appropriate. (c) The District may maintain lists of persons interested in receiving notices of invitations to bid or requests for proposals. Persons who provide their name and address to the District Manager for inclusion on the list shall receive notices by mail. 16 (d) Bids or proposals shall be opened at the time and place noted on the Invitation to Bide or Request for Proposal. Bids and proposals shall be evaluated in accordance with the invitation or request and these Rules. (e) The Most Advantageous Bid or Proposal shall be accepted; however, the Board shall have the right to reject all bids,either because they are too high or because the Board determines that it is in the best interests of the District. In the event the bids exceed the amount of funds available to be allocated by the District for this purchase,the bids may be rejected. The board may require bidders to furnish performance and/or other bonds with a responsible surety to be approved by the Board. (f) Notice of award or intent to award, including rejection of some or all bids, shall be provided in writing to all bidders by United States Mail, by hand delivery, or by overnight delivery service, and by posting same in the District Office for seven(7)days. (g) If only one response to an Invitation to Bid or Request for Proposal is received,the District may proceed with the procurement of goods,supplies or materials. If no response to an Invitation to Bid or Request for Proposal is received, the District may take whatever steps reasonably necessary in order to proceed with the procurement of goods,supplies,and materials. (h) If the District does not receive a response to its competitive solicitation,the District may proceed to purchase such goods, supplies, materials, or construction services in the manner it deems in the best interests of the District. (i) The District may make an emergency purchase without complying with these rules. The fact that an emergency purchase has occurred or is necessary shall be noted in the minutes of the next Board Meeting. Specific Authority: s.s. 190.011(5),Fla.Stat. Law Implemented: s.s.190.033,Fla.Stat. 4.2 Contracts for Construction of Authorized Project. (1) Scope. All contracts for the construction or improvement of any building,structure or other public construction works authorized by Chapter 190,Florida Statutes,the costs of which are estimated by the District in accordance with generally accepted cost accounting principles to be in excess of the threshold amount for applicability of Section 255.20, Florida Statutes, as that amount may be indexed or amended from time to time,shall be let under the terms of these Rules and comply with the bidding procedures of Section 255.20, Florida Statutes, as the same may be amended from time to time. In the event of conflict between these Rules and 17 Section 255.20, Florida Statutes, the latter shall control. A project shall not be divided solely to avoid the threshold bidding requirements. (2) Procedure. (a) Notice of Invitation to Bid or Request for Proposal shall be advertised at least once in a newspaper of general circulation in the District. The notice shall allow at least twenty-one(21)days for submittal of sealed bids,unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than $500,000 must be noticed at least thirty(30)days prior to the date of submittal for bids. (b) The District may maintain lists of persons interested in receiving notices of Invitation to Bid or Requests for Proposals. Persons who provide their name and address to the District Office for inclusion on the list shall receive notices by mail. (c) To be eligible to submit a bid or proposal, a firm or individual must,at the time of receipt of its bid proposal: 1. Hold all required applicable state professional licenses in good standing. 2. Hold all required applicable federal licenses in good standing, if applicable. 3. If the bidder is a corporation, hold a current and active Florida Corporate Charter or be authorized to do business in Florida in accordance with Chapter 607,Florida Statutes. 4. Meet any special pre-qualification requirement set forth in the bid/proposal specifications. Evidence of compliance with these Rules may be submitted with the bid or proposal,if required by the District. (d) Bids or proposals shall be opened at the time, date and place noted on the Invitation to Bid or Request for Proposals. Bids or proposals shall be evaluated in accordance with the Invitation to Bid or Request for Proposal and these Rules. (e) To assist in the determination of the most advantageous bidder,the District Representative may invite public presentation by firms regarding their qualifications,approach to the project,and ability to perform the contract in all respects. 18 (f) In determining the most advantageous bidder, the District Representative may consider, in addition to the factors described in the invitation or request,the following: 1. The ability and adequacy of the professional personnel employed by each bidder or proposer. 2. The past performance of each bidder or proposer for the District and in other professional employment settings. 3. The willingness of each bidder or proposer to meet time and budget requirements. 4. The geographic location of each bidder or proposer's headquarters or office in relation to the project. 5. The recent,current,and project workloads of the bidder or proposer. 6. The volume of work previously awarded to each bidder or proposer. 7. Whether the cost components of each bid or proposal are appropriately balanced. 8. Whether the bidder or proposer is a certified minority business enterprise. (g) The Most Advantageous Bid/Proposal shall be accepted; however, the Board shall have the right to reject all bids,either because they are too high or because the Board determines it is in the best interests of the District. The Board may require bidders or proposers to furnish performance bonds and/or other bonds with a responsive surety to be approved by the Board. If the Board receives fewer than three (3) responses to an Invitation to Proposal,the Board, may, in its discretion, re-advertise for additional bids without rejecting any submitted bid or proposal. In the event the bids exceed the amount of funds available to or allocated by the District for this purchase, the bids may be rejected. Bidders or proposers not receiving a contract award shall not be entitled to recover costs of bid or proposal preparation or submittal from the District. (h) Notice of the award or intent to award, including rejection of some or all bids,shall be provided in writing to all bidders or proposers by United States Mail, or by hand deliver, or by overnight delivery service, and by posting the same in the District Office for seven(7)days. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.033,255.0525,Fla.Stat. 19 4.3 Contracts for Maintenance Service. (1) Scope. All contracts for maintenance of any District facility or project shall be let under the terms of these Rules if the cost exceeds the amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, as such category may be amended from time to time by the State of Florida Department of Management Services. The maintenance of these facilities or projects may involve the purchase of contract services and/or goods, supplies or materials as defined herein. Where a contract for maintenance of such facility or project includes goods, supplies or materials and/or contract services,the District may in its sole discretion,award the contract according to the Rules in this subsection in lieu of separately bidding for maintenance, goods, supplies and materials, and contract services. However, a project shall not be divided solely in order to avoid the threshold bidding requirements. (2) Procedure. (a) Notice of Invitation to Bid or Request for Proposal shall be advertised at least once in a newspaper of general circulation in the District. The notice shall allow at least seven (7) days for submittal of bids, unless the Board, for good cause,determines a shorter period of time is appropriate. (b) The District may maintain lists of persons interested in receiving notices of Invitations to Bid or Requests for Proposals. Persons who provide their name and address to the District Office for inclusion on the list shall receive notices by mail. (c) In order to be eligible to submit a bid or proposal,a firm or individual must, at the time of receipt of the bids or proposals: 1. Hold the required applicable state and professional licenses in good standing. 2. Hold all required applicable federal licenses in good standing,if any. 3. Hold a current and active Florida Corporate Charter or be authorized to do business in Florida in accordance with Chapter 607, Florida Statutes, if the bidder is a corporation. 4. Meet any special pre-qualification requirements set forth in the bid proposal specifications. Evidence of compliance with these Rules may be submitted with the bid,if required by the District. 20 (d) Bids or Proposals shall be opened at the time, date and place noted on the Invitation to Bid or Request for Proposal. Bids and Proposals shall be evaluated in accordance with the Invitation or Request and these Rules. (e) To assist in the determination of the Most Advantageous Bid or Proposal, the District Representative may invite public presentation by firms regarding their qualifications,approach to the project,and ability to perform the contract in all respects. (f) In determining the Most Advantageous Bid or Proposal, the District Representative may consider, in addition to the factors described in the Invitation or request,the following: 1. The ability and adequacy of the professional personnel employed by each bidder or proposer. 2. The past performance of each bidder or proposer for the District and in other professional employment settings. 3. The willingness of each bidder or proposer to meet time and budget requirements. 4. The geographic location of each bidder or proposer's headquarters or office in relation to the project. 5. The recent,current,and project workloads of the bidder or proposer. 6. The volume of work previously awarded to each bidder or proposer. 7. Whether the cost components of each bid or proposal are appropriately balanced. 8. Whether the bidder or proposer is a certified minority business enterprise. (g) The Most Advantageous Bid or Proposal may be accepted; however, the Board shall have the right to reject all bids or proposals,either because they are too high or because the Board determines it is in the best interests of the District. The Board may require bidders to furnish performance bonds and/or other bonds with a responsive surety to be approved by the Board. If the Board receives fewer than three (3) responses to an Invitation to Proposal, the Board, may, in its discretion, re-advertise for additional bids without rejecting any submitted bid or proposal. In the event the bids or proposals exceed the amount of funds available to or allocated by the District for this purchase,the bids or proposals may be rejected. Bidders or 21 proposers not receiving a contract award shall not be entitled to recover costs of bid or proposal preparation or submittal from the District. (h) Notice of the award or intent to award, including rejection of some or all bids or proposals,shall be provided in writing to all bidders or proposers by United States Mail,or by hand deliver,or by overnight delivery service,and by posting the same in the District Office for seven(7)days. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.033,Fla.Stat. 4.4 Purchase of Insurance. (1) Scope. The purchase of life, health, accident, hospitalization, legal expense, or annuity insurance, or all or any kind of such insurance for the officers and employees of the District, and for health, accident, hospitalization, and legal expenses upon a group insurance plan by the District, shall be governed by these Rules. Nothing in this Rule shall require the District to purchase insurance. (2) Procedure. For a purchase of insurance within the scope of these Rules, the following procedure shall be followed: (a) The Board shall cause to be prepared a Notice of Invitation to Bid. (b) Notice of Invitation to Bid may be advertised at least once in a newspaper of general circulation in the District. The notice shall allow at least seven (7)days for submittal of bids,unless the Board,for good cause,determines a shorter period of time is appropriate. (c) The District may maintain a list of persons interested in receiving notices of Invitations to Bid. Persons who provide their name and address to the District Office for inclusion on the list shall receive notices by mail. (d) Bids shall be opened at the time and place noted in the Invitation to Bid. (e) If only one(1)response to an Invitation to Bid is received,the District may proceed with the purchase. If no response to an Invitation to Bid is received, the District may take whatever steps are reasonably necessary in order to proceed with the purchase. (I) The Board has the right to reject any and all bids and such reservations shall be included in all solicitations and advertisements. (g) Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies which have submitted 22 reasonable and timely bids and, in the opinion of the District, are fully qualified and capable of meeting all services and requirements. Bid responses shall be evaluated in accordance with the specifications and criteria contained in the Invitation to Bid; in addition, the total cost to the District,if any,to the District Officers,employees,or their dependents,the geographic location of the company's headquarters and offices in relation to the District,and the ability of the company to guarantee premium stability may be considered. A contract to purchase insurance shall be awarded to that company whose response to the Invitation to Bid best meets the overall need of the District,its officers,employees and/or dependents. (h) Notice of the award or intent to award, including rejection of some or all bids, shall be provided in writing to all bidders by United States Mail, by hand delivery service, and by posting the same in the District Office for seven(7)days. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.112.08,Fla.Stat. 4.5 Procedure for Purchasing Contractual Services. (1) Scope. All purchases for contractual services (except for maintenance services) may,but are not required to,be made by competitive Invitation to Bid. If state or federal law prescribes with whom the District must contract,or established the rate of payment, then these Rules shall not apply. A contract involving both goods, supplies,and materials plus contractual services may,at the discretion of the Board, be treated as a contract for goods,supplies,and materials. (2) Procedure. When a purchase of contractual services is within the scope of this Rule (and the District has elected to follow this procedure),the following procedure shall be followed: (a) The Board shall cause to be prepared a notice of Invitation to Bid or Request for Proposal,as appropriate. (b) Notice of Invitation to Bid shall be advertised at least once in a newspaper of general circulation in the District. The notice shall allow at least seven (7)days for submittal of bids,unless the Board,for good cause,determines a shorter period of time is appropriate. (c) The District may maintain a list of persons interested in receiving notices of Invitations to Bid or Requests for Proposals. The District shall make a good faith effort to provide written notice,by United States Mail,to persons who provide their names and addresses to the District Office for inclusion on the list. Hoikever, failure of a person to receive the notice shall not invalidate 23 any contract awarded in accordance with these Rules and shall not be the basis for a protest of any contract award. (d) Bids or proposals shall be opened at the time and place noted on the Invitation to Bid and Request for Proposal. Bids and proposals shall be evaluated in accordance with Invitation to Bid or Request for Proposal and these Rules. (e) If only one (1) response to an Invitation to Bid or Request for Proposal is received, the District may proceed with the procurement for contractual services from such bidder or proposer. If no response to an invitation to Bid or Request for Proposal is received,the District may take whatever steps are reasonably necessary in order to proceed with the procurement of the needed contractual services. (f) The Board has the right to reject any and all bids or proposals. The reservation regarding the right to reject shall be included in all solicitations and advertisements. If the bids or proposals exceed the amount of funds available to or allocated by the District for this purchase, the bids or proposals may be rejected. Bidders and proposers not receiving a contract award shall not be entitled to recover any costs of bid or proposal preparation or submittal from the District. (g) The Most Advantageous Bid or Proposal may be accepted by the District. The Board may require bidders to furnish bid, performance and/or other bonds with a reasonable surety to be approved by the Board. (3) Notice. Notice of contract award, including the rejection of some or all bids or proposals, shall be provided in writing to all bidders or proposers by United States Mail, overnight delivery, or by hand delivery, and by posting same in the District Office for seven(7)days. (4) Contract Renewal. Renewal of a contract for contractual services shall be in writing and shall be subject to the same terms and conditions set forth in the initial contract, unless otherwise provided in the initial contract. Renewal shall be contingent upon satisfactory performance evaluations by the District. (5) Contract Manager and Contract Administrator. The Board may designate a representative to function as contract manager, who shall he responsible for enforcing performance of the contract terms and conditions and serve as the liaison with the contractor. The Board may also designate a representative to function as contract administrator, who shall be responsible for maintaining all contract files and financial information. One person may serve as both contract manager and administrator. 24 (6) Emergency Purchase. The District may make an emergency purchase of contractual services without complying with these Rules. The fact that an emergency purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting. (7) Continuing Contract. Nothing in this Rule shall prohibit a continuing contract between a firm or an individual and the District. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.033(3),Fla.Stat. 4.6 Procedure Under Consultant's Competitive Negotiations Act. In order to comply with the requirements of Section 287.055, Florida Statutes (regarding certain types of professional services),the following procedures are outlined for selection of firms or individuals to provide professional services exceeding the thresholds herein described and in the negotiation of such contracts. (1) Qualifying Procedures. In order to be eligible to submit a bid or proposal,a firm must,at the time of receipt of the bid or proposal: (a) Hold all required applicable state professional licenses in good standing. (b) Hold all required applicable federal licenses in good standing,if any. (c) If the bidder is a corporation, hold a current and active Florida Corporate Charter or be authorized to do business in Florida in accordance with Chapter 607,Florida Statutes. (d) Meet any pre-qualification requirements set forth in the project or bid specifications. Qualification standards may include,but are not limited to, capability and adequacy of personnel, past record, and experience of the bidding entity. Evidence of compliance with this Rule may be submitted with the bid,if requested by the District. (2) Public Announcement. Prior to a public announcement that professional services are required for a project, the Board shall identify the project as meeting the threshold requirement. Except in cases of valid public emergencies as certified by the Board,the District shall announce each occasion when professional services are required for a project by publishing a notice providing a general description of the project and method for interested consultants to apply for consideration. The notice shall appear in at least one(1) newspaper of general circulation in the District and in such other places as the District deems appropriate. The District may maintain 25 lists of persons interested in receiving such notices. These persons are encouraged to submit annually statements of qualifications and performance data. Persons who provide their name and address to the District Manager for inclusion on the list shall receive notices by mail. The Board has the right to reject any and all bids,and such reservation shall be included in the public announcement. Bidders not receiving a contract award shall not be entitled to recover any costs of bid preparation or submittal from the District. (3) Competitive Selection. (a) The Board shall review and evaluate the data submitted in response to the notice described above regarding qualifications and performance ability,as well as any statements of qualification of file. The Board shall conduct discussions with, and may require public presentation by firms regarding their qualifications, and/or public presentation, select and list the firms, in order of preference, deemed to be the most highly capable and qualified to perform the required professional services,after considering these and other appropriate criteria: 1. The ability and adequacy of the professional personnel employed by each firm. 2. Each firm's past performance for the District in other professional employment settings. 3. The willingness of each firm to meet time and budget requirements. 4. The geographic location of each firm's headquarters or office in relation to the project. 5. The recent,current,and projected workloads of each firm. 6. The volume of work previously awarded to each firm. 7. Whether a firm is a certified minority business enterprise. Nothing in these Rules shall prevent the District from evaluating and eventually selecting a firm if less than three (3) responses, including responses indicating a desire not to submit a formal bid on a given project, are received. (b) If the selection process is administered by a person other than the full Board, the selection made will be presented to the full Board with a recommendation that competitive negotiations be instituted with the selected firms in order of preference listed. 26 (4) Competitive Negotiation. (a) After the Board has authorized the beginning of competitive negotiations, the District may begin such negotiations with the firm listed as the most qualified to perform the required professional services. (b) In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, the firm receiving the award shall be required to execute a truth-in-negotiation certificate stating that"wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting." In addition, any professional service contract under which such a certificate is required,shall contain a provision that "the original contract price and any additions thereto, shall be adjusted to exclude any significant sums by which the Board determines the contract price was increased due to inaccurate, incomplete,or noncurrent wage rates and other factual unit costs." (c) Should the District within twenty-one (21) days be unable to negotiate a satisfactory agreement with the firm determined to be the most qualified at a price deemed by the District to be fair, competitive, and reasonable then unless modified by the Board, negotiations with that firm shall be terminated and the District shall immediately begin negotiations with the second most qualified firm. If a satisfactory agreement with the second firm cannot be reached within twenty-one (21) days (unless modified by the Board to the contrary) those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken. (d) Should the District be unable to negotiate a satisfactory agreement with any of the selected firms within twenty-one (21) days (unless modified by the Board to the contrary) additional firms shall be selected by the District, in order of their competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list,until an agreement is reached or the list of firms is exhausted. (e) Once an agreement with a firm or individual is reached,notice of the award or intent to award, including the rejection of some or all bids, shall be provided in writing to all bidders by United States Mail,by hand delivery, or by overnight delivery service,and by posting same in the District Office for seven (7)days. (5) Continuing Contract. Nothing in this Rule shall prohibit a continuing contract between a firm or an individual and the District. 27 (6) Emergency Purchase. The District may make an emergency purchase without complying with these Rules. The fact that an emergency purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.011(3),287.055,190.033,Fla.Stat. 5.0 Bid Protests Under Consultants' Competitive Negotiations Act. Notwithstanding any other provision in these Rules,the resolution of any protests regarding the decision to solicit or award a contract for a bid or proposal shall be in accordance with this section. (1) Notice. The District shall give all bidders written notice of its decision to award or intent to award a contract,including rejection of some or all bids, by United States Mail(which shall be deemed delivered two(2)days after delivery to the U.S.Postal Service),by certified/registered mail return receipt requested,by hand delivery,or by overnight delivery service(which shall be deemed delivered by the next business day),and by posting same in the District Office for seven(7)days. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Section 5.2 of the Rules of Key Marco Community Development District shall constitute a waiver of proceedings under those Rules." (2) Filing. Any person who is affected adversely by the District's decision or intended decision shall file with the District a notice of protest within seventy-two(72)hours after the posting of the final bid tabulation or after receipt of the notice of the District decision or intended decision,and shall file a formal written protest within seven(7)days after the date of filing of the notice of protest. The notice of protest shall identify the procurement by title and number or any other language that will enable the District to identify it, shall state that the person intends to protest the decision,and shall state with particularity the law and facts upon which the protest is based. With respect to a protest of the specifications contained in an Invitation to Bid or in a Request for Proposals, the notice of protest shall be filed in writing within seventy-two(72)hours after the receipt of the notice of the project plans and specifications(or intended project plans and specifications)in an Invitation to Bid or Request for Proposals,and the formal written protest shall be filed within seven (7) days after the date when notice of protest is filed. Failure to file a notice of protest, or failure to file a formal written protest, shall constitute a waiver of all further proceedings. (3) Award Process. Upon a receipt of a notice of protest which has been timely filed, the District shall stop the bid solicitation process(or the contract and award process) until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances which require the continuance of the 28 process without delay in order to avoid immediate and serious danger to the public health,safety,or welfare,the award process may continue. (4) Mutual Agreement. The District, on its own initiative or upon the request of a protester, shall provide an opportunity to resolve the protest my mutual agreement between the parties within seven(7)days,excluding Saturdays,Sundays and legal holidays,upon receipt of a formal written request. (5) Proceedings. If the subject of a protest is not resolved by mutual agreement, a proceeding shall be conducted in accordance with the procedural guidelines set forth in Section 3.0. Specific Authority: s.s.120.57(3),190.011(5)Fla.Stat. Law Implemented: s.s. 120.57(3),190.033,Fla.Stat. 5.1 Protests With Respect To Contracts Awarded Or Bid Documents. The resolution of any protests regarding Bid Documents or the decision to award a contract for a bid or proposal shall be in accordance with section 5.1. (1) Notice. The District shall give all bidders or proposers written notice of a decision to award or to reject all bids by posting the notice in the District Office for seven (7)days,with a copy being provided to all submitting firms by United States Mail (which shall be deemed delivered two (2) days after delivery to the U.S. Postal Service), by certified/registered mail return receipt requested, or by hand delivery. The notice shall include the following statement: "Failure to file a written protest with the District within seventy-two (72) hours following the receipt of notice of the District's decision to award a contract shall constitute a waiver of any objection to the award of such contract." (2) Filing. (a) Any firm or person who is affected adversely by a District decision to award a contract shall file with the District a written notice of protest within seventy-two(72)hours after receipt of the notice of the District's decision, and shall file a formal written protest with the District within seven (7) calendar days after timely filing the initial notice of protest. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt of the District. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object to or protest the District's decision or contract award. The formal written protest shall state with particularity the facts and law upon which the protest is based. 29 in the Bid Documents, including With respect to a protest regarding specifications or other requirements contained in an Invitation to Bid or in a Request for Proposals,the notice of protest shall be filed in writing within seventy-two (72) hours after the receipt of the proposed project plans and specifications or other contract documents. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object to or protest with respect to the aforesaid plans, specifications or contract documents. (3) Award Process. Upon receipt of a timely filed notice of protest,the District shall abate the contract award process until the protest is resolved by final Board action. However, if the District determines particular facts and circumstances require the continuance of the contract award process without delay in order to avoid immediate and serious danger to the public health, safety, or welfare,the contract award process may continue. In such circumstances,the contract awarded shall be conditioned on the outcome of the protest. (4) Informal Proceeding. If the Board determines a protest does not involve a disputed issue of material fact,the Board may,but is not obligated to, schedule an informal proceeding to consider the protest. Such informal proceeding shall be at a time and place determined by the Board. Notice of such proceeding shall be posted in the office of the District not less than three (3) calendar days prior to such informal proceeding,with copy being mailed to the protestant and any substantially affected person or parties. Within fifteen (15) calendar days following the informal proceeding,the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision. (5) Formal Proceeding. If the Board determines a protest involves disputed issues of material fact or if the Board elects not to use the informal proceeding process provided above, the District shall schedule a formal hearing to resolve the protest in accordance with the procedural guidelines set forth in Section 3.0. Specific Authority: s.s. 120.57,190 011(5),Fla.Stat. Law Implemented: s.s. 190.033,Fla.Stat. 5.2 Bid Protests Relating to Any Other Award. Notwithstanding any other provision in these Rules,the resolution of any protests regarding the decision to solicit or award a contract for a bid proposal under Sections 4.1,4.2,or 4.5 shall be in accordance with Section 5.2. (1) Notice. The District shall give all bidders written notice of its decision to award or intent to award a contract,including rejection of some or all bids,by United States 30 Mail(which shall be deemed delivered two(2)days after delivery to the U.S.Postal Service),by certified/registered mail return receipt requested,by hand delivery,or by overnight delivery service(which shall be deemed delivered on the next business day),and by posting same in the District Office for seven(7)calendar days. (2) Filing. Any person who is adversely affected by the District's decision or intended decision shall file with the District a notice of protest in writing within seventy-two (72)hours after the posting of the final bid tabulation or after receipt of the notice of the District decision or intended decision,and shall file a formal written protest within seven (7) days after the date of filing of the notice of protest. The formal written protest shall state with particularity facts and law upon which the protest is based. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of all further proceedings. (3) Award Process. Upon receipt of a notice of protest which has been timely filed, the District shall stop the bid solicitation process or the contract and award process until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances which require the continuance of the process without delay in order to avoid an immediate and serious danger to the public health, safety,or welfare,the award process may continue. (4) Mutual Agreement. The District, on its own initiative or upon the request of a protester, shall provide an opportunity to resolve the protest by mutual agreement between the parties within five (5) days, excluding Saturdays, Sundays and legal holidays,of receipt of a formal written protest. (5) Hearing. If the subject of a protest is not resolved by mutual agreement,the District shall hold a proceeding in accordance with the procedural guidelines set forth in Section 3.0. Specific Authority: s.s.190.011(5),Fla.Stat. Law Implemented: s.s.190.033,Fla.Stat. 6.0 Design-Build Contract Competitive Proposal Selection Process. (1) Scope. The District may utilize design-build contracts for any public construction project for which the Board determines that use of such contracts in the best interest of the District. When letting a design/build contract, the District shall use the following procedure: (a) The District shall utilize a design criteria professional meeting the requirements of Section 287.055(2)(k) when developing a design criteria package,evaluating the responses or bids submitted by design-build firms, and determining compliance of the project construction with the design 31 criteria package. The design criteria professional may be an employee of the District or may be retained using Section 4.6, Procedure Under Consultant's Competitive Negotiations Act. (b) A design criteria package for the construction project shall be developed and sealed by the design criteria professional. The package shall include concise, performance —oriented drawings or specifications of the project, and shall include sufficient information to put interested firms on notice of substantially all of the requirements of the project. If the project utilizes existing plans,the design criteria professional shall create a design criteria package by supplementing the plans with project specific requirements, if any. All design criteria packages shall require firms to submit information regarding the qualifications, availability and past work of the firms, including the partners and members thereof. (c) The Board, in consultation with the design criteria professional, shall establish the standards and procedures for the evaluation of design-build proposals based on price, technical, and design aspects of the project, weighted for the project. (d) After the design criteria package and the standards and procedures for evaluation of proposals have been developed, competitive proposals from qualified firms shall be solicited, pursuant to the design criteria by the following procedure: 1. A Request for Proposals shall he advertised at least once in a newspaper of general circulation in the county in which the District is located. The notice shall allow at least seven (7) days for submittal of proposals,unless the Board,for good cause,determines a shorter period of time is appropriate. 2. The District may maintain qualifications information, including: capabilities, adequacy of personnel, past record, experience, whether the firm is a certified minority business enterprise as defined by the Florida Small Business and Minority Assistance Act of 1985, and other factors,on design-build firms. Such firms shall receive a copy of the request for proposals by mail. 3. In order to be eligible to submit a proposal a firm must,at the time of receipt of the proposals: (a) Hold the required applicable state professional license in good standing,as defined by Section 287.055(2)(h), Florida Statutes; 32 (b) Hold all required applicable federal licenses in good standing,if any; (c) Hold a current and active Florida Corporate Charter or be authorized to do business in Florida in accordance with Chapter 607,Florida Statutes,if the bidder is a corporation; (d) Meet any special prequalification requirements set forth in the design criteria package. Evidence of compliance with these Rules may be submitted with the bid, if required by the District. (e) The Board shall select no fewer than three(3)design-build firms as the most qualified,based on the information submitted in the response to the request for proposals,and in consultation with the design criteria professional,shall evaluate their proposals based on the evaluation standards and procedures established prior to the solicitation of requests for proposal. (f) The Board shall negotiate a contract with the firm ranking the highest based on the evaluation standards, and shall establish a price which the Board determines to be fair, competitive, and reasonable. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price considered by the Board to be fair,competitive and reasonable,negotiations with that firm must be terminated. The Board shall then undertake negotiations with the second most qualified firm, based on the ranking by the evaluation standards. Failing accord with the second most qualified firm,the Board must terminate negotiations. The Board shall then undertake negotiations with the third firm. Should the Board be unable to negotiate a satisfactory contract with any of the selected firms,the Board shall select additional firms in order of their rankings based on the evaluation standards and continue negotiations until an agreement is reached. (g) After the Board contracts with a firm,the firm shall bring to the Board for approval,detailed working drawings of the project. (h) The design criteria professional shall evaluate the compliance of the project construction with the design criteria package, and shall provide the Board with a report of the same. (2) Emergency Purchase. The Board may, in case of public emergency, declare an emergency and immediately proceed with negotiations with the best qualified design-build firm available at the time. The fact that an emergency purchase has occurred shall be noted in the minutes of the next Board meeting. 33 Specific Authority: s.s. 190.011(5),Fla.Stat. Law Implemented: s.s. 190.033,255.20,Fla.Stat. 7.0 District Auditor Selection Procedures. Prior to selecting an auditor to conduct the annual financial audit as required in Section 218.39,Florida Statutes,the District shall use the auditor selection procedures as required under Section 218.391,Florida Statutes. Specific Authority: s.190.011(5),Fla.Stat. Law Implemented: s.218.391,Fla.Stat. 8.0 Effective Date. These Rules shall be effective ,2019. 34 RESOLUTION NO.2019-06 A RESOLUTION OF THE BOARD OF SUPERVISORS OF KEY MARCO COMMUNITY DEVELOPMENT DISTRICT ESTABLISHING A POLICY AND PROCEDURE FOR CERTAIN MAINTENANCE OR REPAIR CONTRACTS, INCLUDING IN A EMERGENCY SITUATION; REPEALING AND REPLACING RESOLUTION 2017-3; AUTHORIZING THE DISTRICT MANAGER TO EXECUTE CERTAIN MAINTENANCE OR REPAIR CONTRACTS; PROVIDING FOR PRESENTATION OF MAINTENANCE OR REPAIR CONTRACTS APPROVED PURSUANT TO THIS POLICY AND PROCEDURE FOR INFORMATIONAL PURPOSES TO THE BOARD OF SUPERVISORS; PROVIDING FOR CONFLICTS, PROVIDING FOR SEVERABILITY AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Key Marco Community Development District (the "District") is organized for purposes which include ownership and operation of certain infrastructure within or benefiting the commercial development known generally as Key Marco;and WHEREAS, throughout the year, the District encounters various instances where the facilities or infrastructure of the District require prompt maintenance or repair;and WHEREAS,it is not practical,expeditious or economical to hold meetings of the Board of Supervisors(the"Board")each time a certain maintenance or repair issue occurs;and WHEREAS, it is in the best interest of the District to ensure prompt and timely maintenance and repair of its facilities;and WHEREAS,the Board of Supervisors desires to establish updated policies and procedures for the District to allow the District Manager to carry out certain maintenance or repair items in an expeditious manner. NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF KEY MARCO COMMUNITY DEVELOPMENT DISTRICT: Section 1. Recitals. The foregoing recitals are true, correct and hereby incorporated as the findings of the Board. Section 2. Replacement of Resolution 2017-3. Resolution 2017-3,which was previously adopted by the Board relating to this subject matter is hereby repealed and replaced in its entirety by this Resolution. 1 Section 3. District Manager Authority. The District Manager is hereby designated the authority to enter into contracts for the maintenance or repair of District facilities or infrastructure under the following circumstances: (i)the maintenance or repair cost will not exceed $5,000 for the subject maintenance or repair event; (ii) the total maintenance or repair cost paid to any one contractor or maintenance or repair provider under this policy will not exceed $20,000 in the aggregate(including the subject maintenance or repair event) during the then-current fiscal year of the District;and(iii)such proposed maintenance or repair cost falls within an approved budget line-item of the District's budget. This policy and procedure shall stay in full force and effect until such time as the Board of Supervisors may amend or rescind the same. The District Manager is hereby designated by the District, and authorized by the District, to carry out this policy and procedure and to execute such documents as necessary to accomplish the same. Section 4. Emergency Expenditures. The District Manager is further designated the authority to enter into contracts for the maintenance or repair of District facilities or infrastructure if there is an emergency situation such that the District Manager believes the repair or maintenance is necessary to prevent a significant interruption or suspension of the District's services or otherwise necessary for the preservation and safety of persons or property. For purposes of this Section,the contract for maintenance or repair shall only be to the extent necessary to prevent or abate the emergency and any such contract shall be subject to the prior written approval of either the Chair or the Treasurer. This policy and procedure shall stay in full force and effect until such time as the Board of Supervisors may amend or rescind the same. Subject to the requirements herein,the District Manager is hereby designated by the District,and authorized by the District,to carry out this policy and procedure and to execute such documents as necessary to accomplish the same. Section 5. Placement in Board Agenda Packet. A copy of any maintenance or repair contract approved pursuant to Section 3 or Section 4 of this Resolution shall be presented to the Board for informational purposes only at its next regularly scheduled meeting following said approval;provided, however,that any failure to present said contract shall not affect the validity or implementation of this Resolution. Section 6. Clarification of Authority. Except as otherwise provided herein, all other contracts for maintenance or repair shall be presented to the Board for the Board's approval. Further, except as otherwise specifically authorized by separate resolution of the Board, no committee established by the District shall have the authority to expend any funds of the District for maintenance or repair, execute or authorize any contract on behalf of the District for maintenance or repair, or otherwise commit the District to any expenditure of District funds for maintenance or repair. Section 7. Severability. Should any sentence, section, clause, part or provision of this Resolution be declared by a court of competent jurisdiction to be invalid,the same shall not affect the validity of this Resolution as a whole,or any part thereof,other than the part declared invalid. Section 8. Conflicts. All Sections or parts of Sections of any Resolutions or actions of the Board in conflict are hereby repealed to the extent of such conflict. 2 Section 9. Effective Date. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed. PASSED in Public Session of the Board of Supervisors of Key Marco Community Development District,this 19`x'day of June,2019. Attest: KEY MARCO COMMUNITY DEVELOPMENT DISTRICT S c% tary/Assis-ant Secretary MaureefilAiIoF rland, Chair fk7 mei 6 sal t`-z-- 3 *+ V v 7 /y W •' Y a. i <Z Co ;Q� q`�q` Y O r N cG Q� 6 t)�G o - o Z Q M W ._ S, 0 t) R ocsi ' o « < § # \ K \ • \ \ • •• • • • • • • • • • • k • • • •% • • • % G / : . 0 3 t o • 0 0 t 0 0 $ k f E % / $ i.13\ %0 0 13 111 % S r 0 2 & o Q t a Fa a Z % C ° k CED o o » # f » 7 \ is) itii 4 0 o • ƒ C. 2 E A e 0 % k o $ \ \ Z ƒ S 0 4 $ E. % & CC7 t e til o ° v .y N .0 Z a+ co r, 0 s co d Q Cl) ro y - `a R r 0) d C. Wo co T G .- .6,6s- Z 0 S E O V • a m C C a U.. It C 0.1 E C 0 LO O C') 0) (O I. 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O co . d r d O c o W O- a N 7 m 0 s Q d Q _ cL O t° , OJ 0 O %N Q 4 t d o O pm 0 0 To o O e a N KEY MARCO Community Development District Annual Operating Budget Fiscal Year 2020 Version 2- Proposed Budget (Printed 04/03/19) Prepared by: AI �N.F�RkA�M�A SERVICES KEY MARCO Community Development District Table of Contents Page# OPERATING BUDGET General Fund Summary of Revenues, Expenditures and Changes in Fund Balances 1 -2 Budget Narrative 3-4 Exhibit A-Allocation of Fund Balances 5 SUPPORTING BUDGET SCHEDULES 2019-2020 Non-Ad Valorem Assessment Summary 6 Key Marco Community Development District Operating Budget Fiscal Year 2020 KEY MARCO Community Development District General Fund Summary of Revenues,Expenditures and Changes in Fund Balances Fiscal Year 2020 Proposed Budget ADOPTED ACTUAL PROJECTED TOTAL ANNUAL ACTUAL ACTUAL ACTUAL BUDGET THRU MAR PROJECTED BUDGET ACCOUNT DESCRIPTION FY 2016 FY 2017 2018 FY 2019 FEB-2019 SEP-2019 FY 2019 FY 2020 REVENUES Interest-Investments Income $ 3,244 $ 8,336 $ 14,896 $ 8,000 $ 7,152 $ 10,013 $ 17,165 $ 15,000 Hurricane Irma FEMA Refund - - - - 20,834 - 20,834 - Interest-Tax Collector Investments - - 40 - 226 45 271 200 Non-Ad Valorem Assessments 623,464 586,260 629,800 629,800 540,500 89,300 629,800 629,800 Non-Ad Valorem Assessments Discounts - - (18,377) (25,192) (20,727) - (20,727) (25,192) Revenue Carry Forward - - 466 - - - - - Hurricane Irma Insurance Claim Payout - - - - - - - - Insurance Reimbursements - - 70,024 - - - - - User Facility Revenue - - - - 2,038 2,853 4,891 4,000 Miscellaneous Revenues 5,129 288 - - - - - - I TOTAL REVENUES 631,838 594,884 696,849 612,608 550,023 102,211 652,234 623,808 j EXPENDITURES Administrative Board of Supervisor Fees 5,015 4,800 7,200 9,600 2,400 7,200 9,600 4,800 FICA Taxes 31 - 414 734 184 551 735 367 ProfServ-Mgmt Consulting Service 54,080 31,283 76,750 72,000 31,000 41,000 72,000 72,000 Field Mgmnt Svcs/Contractual Svcs 44,887 57,398 - - • - - - Transcript Cost 1.180 1,710 1,735 2,400 635 889 1,524 2,400 Auditing Services 4,850 4,675 4,925 5,000 - 5,000 5,000 5,000 Accounting Services 15,000 10,450 13,163 14,150 5,896 8,254 14,150 14,150 ProfServ-Special Assessment 1,000 1,000 1,000 1,000 1,000 - 1,000 1,000 ProfServ-Property Appraiser 9,648 9,648 9,045 9,447 567 8,880 9,447 9,447 ProfServ-Tax Collector 12,469 11,725 7,249 12,596 10,395 2.201 12,596 12,596 ProfServ-Legal Services 18,420 40,754 29,023 25,000 12,631 17,683 30,314 25,000 ProfServ-Engineering - 12,500 7,500 5,000 - 5,000 5,000 5,000 Postage 289 433 287 150 72 101 173 175 Rentals&Leases(Robert Flinn) - 676 300 300 226 316 542 300 Computer Support 811 1,149 993 600 250 350 600 600 Printing&Binding 627 - - - - - - - Insurance-General Liability 33,272 27,230 27,845 29,926 26,788 26,788 29,926 Legal Advertising 2,584 4,421 2,958 4,000 1,743 2,257 4,000 4,000 Office Supplies 519 490 476 500 110 154 264 300 Dues,Licenses,Subscriptions 200 175 265 275 175 100 275 275 1 Miscellaneous Expense/Bank Charges 799 660 949 750 311 435 746 700 Total Administrative 205,682 221,377 192,077 193,428 94,383 100,372 194,755 188,036 Maintenance and Landscaping Contractual Services 131,903 139,105 142,898 140,000 58,988 82,583 141,571 140,808 Insurance Workers Comp - 150 - - - - - - Electric Services - 877 - - - - - - Chemicals - 2,372 - - - - - - R&M-Trees and Trimming 47,320 7,680 32,330 15,000 2,258 3,161 5,419 7,500 R&M-Pressure Washing - - - - 3,165 4,431 7,596 7,500 Plant Replacement Program 8,667 10,899 26,078 10,000 8,966 1,034 10,000 10,000 Exotic Maintenance 599 - 116 13,000 12,232 768 13,000 13,000 Flower Program - 2,817 1,863 5,000 2,415 2,585 5,000 5,000 Mulch Program 11,032 1,260 11,848 9,000 9,484 0 9,484 9,000 Misc-FEMA Expense - - 150,911 - 5,000 - 5,000 - Total Maintenance and Landscaping 199,520 165,159 366,044 192,000 102,508 94,562 197,070 192,808 Irrigation Services Contractual Services - 9,770 1,934 6,100 624 874 1,498 1,498 Utility-Water 14,959 18,263 22,921 15,000 18,131 25,383 43,514 40,000 Land Lease 28,083 30,636 30,636 31,000 12,765 17,871 30,636 - . Utilities-Electric 5,470 4,377 6,219 5,000 2,990 4,186 7,176 7,000 Repairs&Maintenance 14,841 12,349 25,811 20,000 10,339 14,475 24,814 25,000 Total Irrigation Services 63,353 75,395 87,521 77,100 44,849 62,789 107,638 73,498. Annual Operating Budget Page 1 ,Y'ii. Fiscal Year 2020 c. KEY MARCO Community Development District General Fund Summary of Revenues,Expenditures and Changes in Fund Balances Fiscal Year 2020 Proposed Budget ADOPTED ACTUAL PROJECTED TOTAL ANNUAL ACTUAL ACTUAL ACTUAL BUDGET THRU MAR PROJECTED BUDGET ACCOUNT DESCRIPTION FY 2016 FY 2017 2018 FY 2019 FEB-2019 SEP-2019 FY 2019 FY 2020 Capital Expenditures&Projects Street Light Project - - 5,000 - - - - - Bridge Repair - - 15,124 - - - - - Cap Outlay-Roads - 1,865 28,950 50,000 5,375 - 5,375 46,946 Total Capital Expenditures&Projects - 1,865 49,074 50,000 5,375 - 5,375 46,946 Lighting Capital outlay/LED Lighting - 14,060 - - - - - - Utilities-Electric 15,252 17,562 24,187 24,000 2,478 3,469 5,947 7,500 R&M General 19,881 4,596 6,547 6,000 3,649 5,109 8,758 6,000 Misc-Holiday Lighting 4,485 1,345 3,588 3,000 250 2,750 3,000 3,000 Total Lighting 39,618 37,563 34,322 33,000 6,377 11,328 17,705 16,500 Access Control Contractual Services 77,624 83,448 83,057 86,520 35,837 50,683 86,520 86,520 Utilities-Electric 4,414 6,117 8,360 10,000 2,637 3,692 6,329 7,500 R&M Gate 4,456 6,809 6,785 3,580 2,448 3,427 5,876 5,000 R&M Gatehouse 20,438 10,350 13,722 5,000 1,210 3,790 5,000 5,000 Op Supplies-General - 129 796 250 1,134 1,588 2,722 2,000 Capital Outlay - - 10,000 - - - - - Total Access Control 106,931 106,853 122,720 105,350 43,266 63,180 106,446 106,020 Maintenance:Landscape/Hardscape Capital Outlay - - 46,300 - - - - - Total Maintenance:Landscape/Hardscape - - 46,300 • - - - - Roadway Services Repairs&Maintenance _ - 4,812 - - - - - Total Roadway Services - - 4,812 - - - - - TOTAL EXPENDITURES 616,105 608,212 902,870 650,878 296,758 332,230 628,988 623,808 Hurricane Irma Expenses Misc-FEMA Expenses - 41,052 - - - • - - Total Hurricane Irma Expenses - 41,052 - - - • - - TOTAL EXPENDITURES 615,105 649,264 902,870 650,878 296,758 332,230 628,988 623,808 Excess(deficiency)of revenues Over(under)expenditures 16,733 (54,380) (206,021) (38,270) 253,265 (230,019) 23,246 0 Net change In fund balance 16,733 (50,530) (206,021) (38,270) 253,265 (230,019) 23,246 0 FUND BALANCE,BEGINNING 844,120 860,853 810,321 604,300 604,300 - 604,300 627,546 FUND BALANCE,ENDING $ 860,853 $ 810,321 $ 604,300 $ 566,030 $ 867,566 .1_13.242,1a $ 627,546 $ 627,546 Annual Operating Budget :P',!cie: Page 2 Fiscal Year 2020 Key Marco Community Development District General Fund Budget Narrative Fiscal Year 2020 Revenue Interest—Investments The District earns interest on the monthly average collected balance on their Operating Account. Special Assessment—Tax Collector The District will levy a Non-Ad Valorem assessment on all the assessable property within the District in order to pay for the operating expenditures during the Fiscal Year. Special Assessment-Discounts Per Section 197.162, Florida Statutes, discounts are allowed for early payment of CDD assessments. The budgeted amount for the fiscal year is calculated at 4%of the anticipated Non-Ad Valorem assessments. Expenditures I Expenditures—Administrative PIR Board of Supervisors Chapter 190 of the Florida Statutes allows for a member of the Board of Supervisors to be compensated for a meeting attendance and to receive $200 per meeting plus payroll taxes. The amount for the Fiscal Year is based upon all supervisors attending each of the six scheduled meetings. FICA Taxes Payroll taxes for supervisor salaries are calculated as 7.65%of payroll. Professional Services-Management Consulting Service The District receives monthly Management services from the Key Marco Community Association at$6,000 monthly. Transcript Cost The District receives Transcription services from Pam Arsenault for meeting and landowner minutes. Auditing Services The District is required annually to conduct an audit of its financial records by an Independent Certified Public Accounting Firm,currently, Grau&Associates. Accounting Services The District receives accounting and vendor services from Inframark Infrastructure Management Services. Professional Services-Special Assessment Administrative costs for preparation of the District's assessment roll are prepared by AJC Associates,Inc.The annual fee for fiscal year 2018 —2019 was$1,000. Professional Services-Property Appraiser The Property Appraiser provides the District with a listing of the legal description of each property parcel within the District boundaries, and the names and addresses of the owners of such property. The District reimburses the Property Appraiser for necessary administrative costs incurred to provide this service. Per the Florida Statutes,administrative costs shall include,but not be limited to,those costs associated with personnel,forms,supplies,data processing,computer equipment,postage,and programming. Annual Operating Budget Fiscal Year 2020 Page 3 • Key Marco Community Development District General Fund Budget Narrative Fiscal Year 2020 Expenditures—Administrative(continued) Professional Services-Legal Services The District's legal counsel Coleman,Yovanovich&Koester, P.A.will be providing general legal services to the District,i.e.review operating and maintenance contracts,email correspondences etc.Fees are based on prior year legal expenses. Professional Services-Engineering The District's engineer Fishking &Associates will be providing general engineering services to the District, i.e. road consulting and other related services. Innsurance-General Liability The District's General Liability, Commercial Propery&Public Officials Liability Insurance policy is with Public Risk Insurance Agency.The Public Risk Insurance Agency provides insurance coverage to governmental agencies. Office Supplies Miscellaneous office supplies required to prepare agenda packages. Annual District Filing Fee The District is required to pay a$175 annual fee to the Department of Economic Opportunity Division of Community Development. Expenditures—Maintenance and Landscaping Contractual Services Crawford Landscaping is the District's vendor for monthly landscaping services currently at$11,734 monthly. R&M—Trees&Trimming Crawford Landscaping is the District's vendor for Tree removal,pruning etc. R&M—Pressure Watching OZ Pressure Cleaning is the District's vendor for pressure cleaning of the Guard House,pavers,sidewalks etc. Expenditures—Irrigation Services Contractual Services Aquagenix is the District's vendor for monthly Aquatics Service currently at$125 monthly. R&M—General This expense represents miscellaneous expenses that may arise during the year relating to the normal operations and maintenance of the District. Examples include any repairs or expenses related to the irrigation system, perimeter wall, landscaping on CDD property and other unforeseen maintenance needs. Access Control Contractual Services Securitas Security Services USA, Inc is the district's vendor for Guard Services and their current fee is$6,822 monthly.Also included are year-end bonuses. Annual Operating Budget Fiscal Year 2020 Page 4 KEY MARCO Community Development District General Fund Exhibit"A" Allocation of Fund Balances AVAILABLE FUNDS Amount Beginning Fund Balance-Fiscal Year 2020 $ 627,546 Net Change in Fund Balance-Fiscal Year 2020 0 Reserves-Fiscal Year 2020 Additions - Total Funds Available(Estimated)-9/30/2020 627,546 ALLOCATION OF AVAILABLE FUNDS Assigned Fund Balance Operating Reserve-First Quarter Operating Capital 155,952 Subtotal 155,952 Total Allocation of Available Funds 155,952 Total Unassigned(undesignated)Cash $ 471,594 Annual Operating Budget Page 5 ' Fiscal Year 2020 Key Marco Community Development District Supporting Budget Schedules Fiscal Year 2020 • KEY MARCO Community Development District All Funds Comparison of Assessment Rates Fiscal Year 2020 vs. Fiscal Year 2019 General Fund 001 Total FY 2020 FY 2019 Percent Units Change $4,700.00 $4,700.00 0.0% 134 Annual Operating Budget Fiscal Year 2020 Page 6 8F . RESOLUTION 2019-08 A RESOLUTION DESIGNATING OFFICERS OF THE KEY MARCO COMMUNITY DEVELOPMENT DISTRICT WHEREAS, the Board of Supervisors of the Key Marco Community Development District at a regular business meeting held on June 19, 2019 desires to appoint the below recited persons to the offices specified. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE KEY MARCO COM_VIUNITY DEVELOPMENT DISTRICT: 1. The following persons were appointed to the offices shown,to wit: Chairman Vice Chairman Justin Faircloth Secretary Maureen McFarland Treasurer Alan Baldwin Assistant Treasurer Assistant Secretary(s) PASSED AND ADOPTED THIS, 19TH DAY OF JUNE, 2019. Chairman Secretary 8G. RESOLUTION 2019-08 A RESOLUTION DESIGNATING OFFICERS OF THE KEY MARCO COMMUNITY DEVELOPMENT DISTRICT WHEREAS, the Board of Supervisors of the Key Marco Community Development District at a regular business meeting held on June 19, 2019 desires to appoint the below recited persons to the offices specified. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE KEY MARCO COMMUNITY DEVELOPMENT DISTRICT: 1. The following persons were appointed to the offices shown, to wit: . / 1 //��c. 5A W��.z Chairman �JGc i2'i2 - !�/'/;e"5 Vice Chairman 1 Justin Faircloth Secretary Maureen McFarland 'Treasurer Alan Baldwin Assistant Treasurer re-e-4. /et- ��Y�''' Assistant Secretary(s) Cor?1G G�d vl .2.el--, 0.6"4 106„,,, Q PASSED AND ADOPTED THIS, 191"DAY OF JUNE, 2019. Chairma s c\ S ecr emitfere Edward 4(6. 1°111 Supen'isor ofElections April 18,2019 Ms Katie Maline Key Marco CDD 505 Whiskey Creek Dr. Marco Island FL 34145 Dear MsMaline, ne, In compliance with 190.06 of the Florida Statutes this letter is to inform you that the official records of the Collier County Supervisor of Election indicate 58 registered voters residing in the Key Marco CDD as of April 15,2019, Should you have any questions regarding election services for this district,please free to contact our office, Sincerely, Of., David B.Carpenter Qualifying Officer Collier County Supervisor of Elections (239)252-8501 Dave.Carpenter@CollierCountyFl.gov ��OF r!- gtiP . Rev Dr Martin Luther King Jr Building•3750 Enterprise Avenue•Naples FL 34104 �o40e Phone:(239)252-VOTE•Fax:(239)774.9468•www.CollierVotes.com )of o��' w r G (Q A 0.. 00 00 00 T O, 00 a7 to 'fl O O O O O O�vv L OLtt N E tL,7 a ocoogS0 �� O M M M H ,-..-, r M M co i o. c O Y 2 $$ q (- r e- , r. c- c` r` >,al 5 op o00000 O C O aaaao. ao. a 6. UJ"- Ws 2 Pliiiii Q7 'C3 i O N LL. C O O .0 7j1 Q7 r-. O CL a. N[ 1giiiiiii 2 a U O O a it 1- a rt 4,0 ,,X o 63"8 11.111114,'.0 o 7 w l . : ; ; ! ; Ct+ , teat al Er.� a ,tea, mm Ov v^i,�e�oh = ca y.Q V N P t M 00 t�N Q 4 17 CO O . ""'"K w w"w .0.. a ja m '0'3 Tiiy e).c co -O CO N. ° -▪ C U!; a. 9 V V u o y V N,col__ ? add - . 4 4' F o N N Cl o• .o ,o in,o E2 E a a� g . I t a7 ��' I8,66 v,no Q¢ a7 i l a o � iv N W a 0 3 6 9 913 a 9 g o C '�y• i- o V °° �b7 'G c u 46 0 O 4QG] G1 ig 73,-. , CIA. 0.-, c4 1 46 TA 'co cw I? r° W ¢ QdUUd pct9L = P U e�f M 00 b co - 13 t 1--- y p a�. N M V1 , V1 h 00 " /� r` 6 INFRAMARK INFRASTRUCTURE MANAGEMENT SERVICES Website Required Information, Documents and Retention Permanent Website Retention • Legal Name of District. • Purpose of the Special District. • Contact Information for Board Members. • Full Name > Official Address(Inframark Main Office Address Used) • Email Address D Term of Office • Current Fiscal Year. • Special Charter(i.e.: Chapter 190)and Ordinance. • Date of Establishment. • Statute/Statutes the District operates under. • District Mailing Address. • District Email Address. • District Telephone Number. • Description of District boundaries and service area. • Description of services provided by the District. • A listing of all taxes,fees,assessments, or charges imposed and collected by the special district for only the current fiscal year, including the rates or amounts for the fiscal year and the statutory authority for the levy of the tax,fee,assessment,or charge(i.e. assessment chart). • Primary contact information for the District for purposes of communication from department. • Code of Ethics adopted by the District, if applicable, and a hyperlink to the generally applicable ethics provision(Florida Commissions on Ethics). • Link to Department of Financial Services'website. • Public Facilities Report, annual notice of any changes and any Public Facilities Report updates, if applicable. Non-Permanent Website Retention • Budgets(Updated Yearly) • Approved Tentative Budget at least two (2) days prior to the budget public hearing. Must remain on website for 45 days. ➢ Final Adopted Budget within 30 days after adoption. Must remain for two(2)years. > Budget Amendments within five(5)days after adoption. Must remain for two(2)years. • Most recent financial audit report. Update yearly. • Most current fiscal year meeting calendar. • Agenda packages must be posted no later than seven (7) days prior to the meeting date and must remain on the website for one(1)year. Inframark I 210 N. University Drive, Suite 702, Coral Springs, Florida, 33071 1954.603.0033