Rivers Edge III Community Development District

June 10, 2020

Rivers Edge III
Community Development District
475 West Town Place, Suite 114, St. Augustine, Florida 32092 Phone: 904-940-5850 - Fax: 904-940-5899

June 3, 2020

Board of Supervisors Rivers Edge III
Community Development District Dear Board Members:
The Rivers Edge III Community Development District Board of Supervisors Meeting is scheduled for Wednesday, June 10, 2020 at 9:30 a.m. via communications media technology Zoom. Following is the advance agenda for the meeting:

Call to Order
Public Comment
Affidavits of Publication
Organizational Matters
Administration of Oath of Office to Newly Elected Board of Supervisors
Consideration of Resolution 2020-25, Ratifying the Actions of the District Manager and District Staff in Noticing the Landowners’ Meeting
Consideration of Resolution 2020-26, Canvassing and Certifying the Results of the Landowners Election of Supervisors
Consideration of Resolution 2020-27, Electing and Designating the Officers of the District
Approval of the Minutes of the April 15, 2020 Organizational Meeting
Financing Matters
Consideration of Engineer’s Master Improvement Plan
Consideration of Master Assessment Methodology
Consideration of Resolution 2020-28, Authorization of Bond Validation Process
Consideration of Resolution 2020-29, Setting a Public Hearing on Master Debt Special Assessments
Consideration of Resolution 2020-30, Re-Setting the Date of the Public Hearing to Adopt the Fiscal Year 2020 Budget to August 19, 2020
Consideration of Resolution 2020-31, Approving a Proposed Budget for Fiscal Year 2021 and Setting a Public Hearing Date for Adoption
Consideration of Responses to Request for Qualifications for Engineering Services
Public Hearings
Public Hearing to Consider Resolution 2020-32, Expressing the District’s Intent to Utilize the Uniform Method of Collection

Public Hearing to Consider Adopting Rules of Procedure and Rates, Fees and Charges of the District; Consideration of Resolution 2020-33
Consideration of Proposal from VGlobalTech for Website Compliance to Meet ADA Requirements
Staff Reports
District Counsel
Interim Engineer
District Manager – Report on the Number of Registered Voters (0)
Supervisors’ Requests and Audience Comments
Next Scheduled Meeting – July 15, 2020 at 9:30 a.m. at the RiverTown Amenity Center
Adjournment

Enclosed under the third order of business are copies of the affidavits of publication for the meetings and public hearings.

The fourth order of business is organizational matters. The newly elected supervisors will subscribe to an oath of office. Enclosed for your review and approval are copies of resolution 2020-25, ratifying the actions of District staff in noticing the landowner’s meeting, 2020-26, canvassing and certifying the results of the landowner’s election of supervisors, and resolution 2020-07, electing and designating the officers of the district.

Enclosed under the fifth order of business for your review and approval is a copy of the minutes of the April 15, 2020 organizational meeting.

The sixth order of business is financing matters. Copies of the master improvement plan and master assessment methodology will be provided under separate cover. Copies of resolution 2020-28 authorizing the bond validation process, and resolution 2020-29 setting a public hearing on master debt assessments are enclosed for your review and approval.

The seventh order of business is consideration of resolution 2020-30, re-setting the date of the public hearing to adopt the Fiscal Year 2002 budget. A copy of the resolution is enclosed for your review and approval.

The eighth order of business is consideration of resolution 2020-31, approving a proposed budget for Fiscal Year 2021 and setting a public hearing date for adoption. Copies of the resolution and budget are enclosed for your review and approval.

The ninth order of business is consideration of responses to request for qualifications for engineering services. One proposal from Prosser, Inc. was received and is included in your agenda package for your review and approval.

The tenth order of business is public hearings. Enclosed for your review and approval are resolutions 20-32, expressing the District’s intent to utilize the uniform method of collection, and resolution 2020- 33, adopting rules of procedure and rates, fees and charges of the District.

The eleventh order of business is consideration of proposal from VGlobalTech for website compliance to meet ADA requirements. A copy of the proposal is enclosed for your review and approval.

We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at (904) 940-5850 or email jperry@gmsnf.com.

Sincerely, James Perry James Perry
District Manager
Rivers Edge III Community Development District

AGENDA

Rivers Edge III Community Development District
Agenda

Wednesday	Meeting Via Zoom
June 10, 2020	Dial-in: (646) 876-9923
9:30 a.m.	Online: https://zoom.us/j/93095906305
Meeting ID #: 930 9590 6305
Website: www.RiversEdge3CDD.com

Call to Order

Public Comment

Affidavits of Publication

Organizational Matters
Administration of Oath of Office to Newly Elected Board of Supervisors

Consideration of Resolution 2020-25, Ratifying the Actions of the District Manager and District Staff in Noticing the Landowners’ Meeting

Consideration of Resolution 2020-26, Canvassing and Certifying the Results of the Landowners Election of Supervisors

Consideration of Resolution 2020-27, Electing and Designating the Officers of the District

Approval of the Minutes of the April 15, 2020 Organizational Meeting

Financing Matters
Consideration of Engineer’s Master Improvement Plan

Consideration of Master Assessment Methodology

Consideration of Resolution 2020-28, Authorization of Bond Validation Process

Consideration of Resolution 2020-29, Setting a Public Hearing on Master Debt Special Assessments

Consideration of Resolution 2020-30, Re-Setting the Date of the Public Hearing to

Adopt the Fiscal Year 2020 Budget to August 19, 2020

Consideration of Resolution 2020-31, Approving a Proposed Budget for Fiscal Year 2021 and Setting a Public Hearing Date for Adoption

Consideration of Responses to Request for Qualifications for Engineering Services

Public Hearings
Public Hearing to Consider Resolution 2020-32, Expressing the District’s Intent to Utilize the Uniform Method of Collection

Public Hearing to Consider Adopting Rules of Procedure and Rates, Fees and Charges of the District; Consideration of Resolution 2020-33

Consideration of Proposal from VGlobalTech for Website Compliance to Meet ADA Requirements

Staff Reports
District Counsel

Interim Engineer

District Manager – Report on the Number of Registered Voters (0)

Supervisors’ Requests and Audience Comments

Next Scheduled Meeting – July 15, 2020 at 9:30 a.m. at the RiverTown Amenity Center

Adjournment

THIRD ORDER OF BUSINESS

THE ST. AUGUSTrNE RECORD
Affidavit of Publication

RIVERS EDGE III COD
475 WEST TOWN PLACE, SUITE 114 SAINT AUGUSTINE, FL 32092
ACCT: 48211
AD# 0003276207-01

MNE<YllETINCEG OAFNDLANDOELECTIWONNERASN' D BROEGAJtUDLAORFMSUEEPETINRVGISOOFRmS OEF RIVERSDEVELEODGPMEEIlNlTCDOIMSTMRUINCTl1Y

all  Ja11downcrs  "ithin 0the  River0s  Edg

Notice is brreby given to the puhli<" and
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before the Board.

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PUBLISHED EVERY MORNING SUNDAY THROUGH SATURDAY

DATE:

TIME:

Pl.ACE:

June 10, 2020

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ST. AUGUSTCNE AND ST. JOHNS COUNTY. FLORIDA

STATE OF FLORIDA COUNTY OF ST. JOHNS
Before  the	undersigned	authority	personally	appeared	MELISSA RHINEHART who on oath says he/she is an Employee of the St. Augustine
Record, a daily newspaper published at St. Augustine in St. Johns County.

Dhuealttoh  etmheergceunrrceyn, tit CmOnVyIDbe-19necpcussa.ryblic

oo March 9, 2020, and March 20,

gy pUffWlllt to Executh-e  Orden; 20-52

ZOOM media tech.nology, telephone, or

to conduct the meetings remotely via

other communications  media teclmolo­ aod 20-69 issued by Go"r.rnor DeSantis

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2020, respectively. aod any extensions
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6.10.20 was published in said newspaper on 05/18/2020, 05/25/2020.

Affiant further says that the St. Augustine Record is a newspaper published at St. Augustine, in St. Johns County. Florida. and that the said newspaper heretofore has been continuously published in said St. Johns County, Florida each day and has been entered as second class mail matter at the post office in the City of St. Augustine, in said St. Johns County, Florida for a period of one year preceding. the first publication of the attached copy of advertisement; and affiant further says the he/she has neither paid nor promised any person, firm or corporation any discount, rebate, commission, or refund for the purpose of securing this advertisement for publication in said newspaper.

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Sworn to (or affinned) and subscribed before me by means of [ 1(1 physical presence or
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this_ day oJMAY 26 2020
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0000276207 May 18, 25, 2020

THE ST. AUGUSTINE RECORD
Affidavit of Publication

RIVERS EDGE Ill CDD
475 WEST TOWN PLACE, SUITE 114
SAINT AUGUSTINE, FL 32092

ACCT: 48211
AD# 0003275922-0 I PO#
PUBLISHED EVERY MORNING SUNDAY THROUGH SATURDAY ST. AUGUSTINE AND ST. JOHNS COUNTY. FLORJDA

STATE OF FLORIDA COUNTY OF ST. JOHNS
Before the undersigned authority personally appeared MELISSA RHINEHART who on oath says he/she is an Employee of the St. Augustine Record, a daily newspaper published at St. Augustine in St. Johns County, Florida; that the attached copy of advertisement being a NOTICE OF INTENT in the matter of RllLE DEVELOPMENT was published in said newspaper on 05/I I /2020.

Affiant further says that the St. Augustine Record is a newspaper published at St. Augustine, in St. Johns County. Florida. and that the said newspaper heretofore has been continuously published in said St. Johns County. Florida each day and has been entered as second class mail matter at the post office in the City of St. Augustine. in said St. Johns County. Florida for a period ofone year preceding the first publication of the attached copy of advertisement; and affiant further says the he/she has neither paid nor promised any person. finn or corporation any discount, rebate, commission, or refund for the purpose of securing this advertisement for publication in said newspaper.

Sworn to (or affirmed) and subscribed before me by means of y(J physical presence or
{[ ] online notarization
this_ day of MAY 1 1 2020

NOTIBCYETOHFERRULl\E'EDRESVEEDGWEPIMJIENT COMMUN1D1YISDTREJVCTEWPMENT

Communi1y     De\·elopment	Distriictst

Florida   Statutu,

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Rivers Ed    III Community

James Pcny, District M,ma.gcr
Dc"·e}opmgecnt District
0003275922 May 11, 2020

by 1(/�

who is personally known to

me or who has produced as identification

THE ST. AUGUSTINE RECORD
Affidavit of Publication

RIVERS EDGE Ill CDD
475 WEST TOWN PLACE, SUITE J 14
SAINT AUGUSTINE, FL 32092

ACCT: 48211
AD# 0003275930-01
PO#
PUBLISHED EVERY MORNfNG SUNDAY THROUGH SATURDAY ST. AUGUSTINE AND ST. JOHNS COUNTY. FLORJDA

STATE OF FLORIDA COUNTY OF ST. JOHNS
Before the undersigned authority personally appeared MELISSA RHINEHART who on oath says he/she is an Employee of the St. Augustine Record, a daily newspaper published at St Augustine in St. Johns County, Florida; that the attached copy of advertisement being a NOTICE OF HEARING in the matter of RULEMAKING RULES OF PROCEDURE
was published in said newspaper on 05/12/2020.

Affiant further says that the St. Augustine Record is a newspaper published at St. Augustine, in St. Johns County. Florida, and that the said newspaper heretofore has been continuously published in said St. Johns County, Florida each day and has been entered as second class mail matter at the post office in the City of St. Augustine, in said St. Johns County, Florida for a period ofone year preceding the first publication ofthe attached copy of advertisement; and affiant further says the he/she has neither paid nor promised any person, ftnn or corporation any discount, rebate, commission, or refund for the purpose of securing this advertisement for publication in said newspaper.

Sworn to (or affirmed) and subscribed before me by means of

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THE ST. AUGUSTINE RECORD
Affidavit of Publication

RIVERS EDGE III COD
475 WEST TOWN PLACE, SUITE J 14 SAINT AUGUSTINE, FL 32092
ACCT: 4821 1
AD# 0003276202-0 I PO#
PUBLISHED EVERY MORNING SUNDAY THROUGH SATURDAY ST. AUGUSTINE AND ST. JOHNS COUNTY. FLORIDA

STATE OF FLORIDA COUNTY OF ST. JOHNS
Before	the   undersigned   authority	personally appeared MELISSA

RIVERSDEVEELDOGPME EDNITCODIMSMTRUINCTl1Y INTENTNOTICETOOPUTSEHTEHDEJSUTRJNIFcOrRsM
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ASSESSMENTS

form method of collecting non-ad

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Record, a daily newspaper published at St. Augustine in St. Johns County, Florida; that the attached copy of advertisement being a NOTICE OF INTENT in the matter of UNIFORM METHOD OF COLLECTIONS was
published in said newspaper on 05/11/2020, 05/18/2020, 05/25/2020,

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Manager in advance at (t9o04t)he  District

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06/01/2020.

Affiant further says that the St. Augustine Record is a newspaper published at St. Augustine. in St. Johns County. Florida, and that the said newspaper
heretofore has been continuously published in said St. Johns County. Florida each day and has been entered as second class mail matter at the post office in the City of St. Augustine. in said St. Johns County, Florida for a period of one year preceding the first publication of the attached copy of advertisement: and affiant further says the he/she has neither paid nor promised any person, firm or corporation any discount. rebate. commission. or refund for the purpose of securing this advertisement for publication in said newspaper.

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James Peny
�����t�::ff!y 11, 18, 25. June I, 2020

FOURTH ORDER OF BUSINESS

B.

RESOLUTION 2020-25

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT RATIFYING THE ACTIONS OF THE DISTRICT MANAGER AND DISTRICT STAFF IN NOTICING THE LANDOWNERS’ MEETING; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Rivers Edge III Community Development District is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in St. Johns County, Florida; and
WHEREAS, the District held its organizational meeting on April 15, 2020; and

WHEREAS, the District Manager and District staff scheduled the date of the landowners’ meeting for June 10, 2020, at 9:30 a.m. at the RiverTown Amenity Center located at 156 Landing Street, St. Johns, Florida 32259 and caused notice thereof to be provided pursuant to Florida law; and

WHEREAS, the Board desires to ratify all the actions taken by the District Manager and District staff in setting the initial landowner’s meeting in accordance with Section 190.006(2), Florida Statutes, for June 10, 2020.

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The actions of the District Manager and District staff in scheduling and noticing the landowners’ meeting in accordance with Section 190.006(2), Florida Statutes, to elect five (5) supervisors of the District, held on the 10th day of June, 2020 at 9:30 a.m. at the RiverTown Amenity Center located at 156 Landing Street, St. Johns, Florida 32259, are hereby ratified and approved.

SECTION 2. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 3. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Vice/Chairperson, Board of Supervisors

1

C.

RESOLUTION 2020-26

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS ELECTION OF SUPERVISORS HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Rivers Edge III Community Development District (hereinafter the “District”), is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within St. Johns County, Florida; and

WHEREAS, pursuant to Section 190.006(2), Florida Statutes, a landowners’ meeting is required to be held within 90 days of the District’s creation and every two years following the creation of the District for the purpose of electing supervisors of the District; and

WHEREAS, such landowners’ meeting was held on June 10, 2020, at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

WHEREAS, the Board of Supervisors of the District, by means of this Resolution, desire to canvas the votes and declare and certify the results of said election.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

Section 1. The following person is found, certified, and declared to have been duly elected as Supervisor of and for the District, having been elected by the votes cast in their favor as shown:

__________________________   Votes ____________

__________________________   Votes ____________

__________________________   Votes ____________

__________________________   Votes ____________

__________________________   Votes ____________

Section 2. In accordance with Section 190.006(2), Florida Statutes, and by virtue of the number of votes cast for the Supervisor, the above-named person is declared to have been elected for the following term of office:

_________________________	4 Year Term	Seat ___	
_________________________	4 Year Term	Seat ___	
_________________________	2 Year Term	Seat ___	
_________________________	2 Year Term	Seat ___	
_________________________	2 Year Term	Seat ___	

Section 3. This resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 10TH DAY OF JUNE, 2020.

Attest:	RIVERS EDGE III COMMUNITY
DEVELOPMENT DISTRICT

________________________________	__________________________________ Secretary/Assistant Secretary	Chairman

D.

RESOLUTION 2020-27

A RESOLUTION ELECTING THE OFFICERS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT, ST. JOHNS COUNTY, FLORIDA

WHEREAS, the Board of Supervisors of the Rivers Edge III Community Development District desires to elect the below recited persons to the offices specified.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:
The following persons are elected to the offices shown: Chair	 	
Vice Chair	 	
Secretary	 	
Treasurer		 Assistant Secretary   	 Assistant Secretary   	 Assistant Secretary   	 Assistant Secretary   	 Assistant Treasurer   	

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Vice/Chairperson, Board of Supervisors

FIFTH ORDER OF BUSINESS

MINUTES OF MEETING
RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

The organizational meeting of the Board of Supervisors of the Rivers Edge III Community Development District was held on Wednesday, April 15, 2020 at 9:00 a.m. using Zoom media technology pursuant to Executive Orders 20-52 and 20-69 issued by Governor DeSantis on March 9, 2020 and March 20, 2020 respectively, and pursuant to Section 120.54(5)(b)2., Florida Statutes.

Present and constituting a quorum were:

Jason Sessions	Chairman
Louis Cowling	Vice Chairman
Jason Thomas	Supervisor
Chris Henderson	Supervisor Also present were:
Jim Perry	District Manager
Jennifer Kilinski	District Counsel
Ryan Stilwell	Interim Engineer
Justin Rowan	MBS Capital Markets, LLC
Lauren Gentry	Hopping, Green & Sams
Jason Davidson	General Manager – Vesta
Marcy Pollicino	Lifestyle Director – Vesta
Ernesto Torres	GMS, LLC

FIRST ORDER OF BUSINESS	Roll Call
Mr. Perry called the meeting to order at 9:00 a.m.

SECOND ORDER OF BUSINESS	Public Comment
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Organizational Matters
Administration of Oath of Office for Newly Elected Board of Supervisors
Mr. Perry administered an oath of office to Mr. Jason Sessions, Mr. Louis Cowling, Mr. Jason Thomas. Mr. Henderson exited the meeting due to technical difficulties.
Guide to Sunshine Amendment and Code of Ethics for Public Officers

April 15, 2020	Rivers Edge III CDD

Membership, Obligations and Responsibilities
Review of Chapter 189 and 190, Florida Statutes
Financial Disclosure Forms
Form 1: Statement of Financial Interests
Form1X: Amendment to Form 1, Statement of Financial Interests
Form1F: Final Statement of Financial Interests
Form8B: Memorandum of Voting Conflict

Consideration of Resolution 2020-01, Ratifying the Actions of the District Manager and District Staff in Noticing the Landowners Meeting; Providing a Severability Clause, and Providing an Effective Date
This item was tabled. The landowners’ election will be held prior to a future meeting.

Consideration of Resolution 2020-02, Canvassing and Certifying the Results of the Landowners Election of Supervisors Held Pursuant to Section 190.006(2), Florida Statutes, and Providing for an Effective Date
This item was tabled. The landowners’ election will be held prior to a future meeting.

Resolution 2020-03, Electing and Designating the Officers of the District and Providing for an Effective Date
Mr. Perry stated we would ask that the Board consider appointing from the offices of GMS, myself as Secretary, Ernesto Torres as Treasurer and Assistant Secretary, Jim Oliver as Assistant Secretary, myself as an Assistant Treasurer.
Mr. Sessions motioned to appoint himself as Chairman, Mr. Thomas as Vice Chairman, and Mr. Cowling and Mr. Henderson as Assistant Secretaries.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor Resolution 2020-03 was approved.

FOURTH ORDER OF BUSINESS	Consideration	of	Administrative
Resolutions
Appoint District Manager, Resolution 2020-04
District Management Agreement
Copies of Resolution 2020-04 and the agreement with GMS, LLC for District Management services were included in the agenda package.

April 15, 2020	Rivers Edge III CDD

On MOTION by Mr. Cowling seconded by Mr. Thomas with all in favor Resolution 2020-04 appointing GMS, LLC as District Manager and the District Manager agreement with GMS, LLC were approved.

Appoint District Counsel, Resolution 2018-05
District Counsel Agreement
Copies of resolution 2020-05 and the fee agreement from Hopping, Green & Sams were included in the agenda package.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-05 appointing HGS as District Counsel and the District Counsel agreement with HGS were approved.

Designate Registered Agent and Registered Office, Resolution 2020-06
Mr. Perry noted the registered agent and office would be Jennifer Kilinski at Hopping, Green and Sams.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-06 was approved.

Designate Local District Records Office, Resolution 2020-07
Mr. Perry stated consistent with districts one and two, the offices of GMS located in St.
Johns County would be the designated office for the local records.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor Resolution 2020-07 was approved.

Designate Public Comment Period, Resolution 2020-08
Mr. Perry stated this is a resolution boards started formally implementing a few years ago. It provides for public input in regard to the meetings. There are two specific places, one is at the beginning of the meeting and one is toward the end.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor Resolution 2020-08 was approved.

FIFTH ORDER OF BUSINESS	Consideration of Organization Resolutions
and Policies
Consideration of Travel Reimbursement Policy, Resolution 2020-09

April 15, 2020	Rivers Edge III CDD

Mr. Perry stated this is a standard form resolution that provides for reimbursement of travel expenses consistent with Florida Statutes. It’s very rare the District incurs these expenses, but it’s just part of the organizational package to formally adopt that upfront.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2018-09 was approved.

Consideration of Prompt Payment Policies, Resolution 2020-10
Mr. Perry stated this is consistent with Florida Statutes. These policies have been updated and a lot of districts are redoing their policies in regard to prompt payment policies and procedures.

On MOTION by Mr. Thomas seconded by Mr. Cowling with all in favor Resolution 2020-10 was approved.

Consideration of Significant Events Policy
Mr. Perry stated this is going to be consistent with your other districts. This policy codifies some of the practices that have been used previously but defines them a little better. A lot of this is a result of the COVID-19 issues we have been dealing with and should help in the future with any of these emergency or significant events.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor the significant events policy was approved.

Consideration of Resolution 2020-11, Setting Forth District Policy for Legal Defense of Board Members and Officers
Public Officers Liability Insurance
Mr. Perry stated this covers the Board members for their acts as a Supervisor of the District. We’ve also placed the insurance proposal in regard to that and it is prorated for the remainder of this fiscal year.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor Resolution 2020-11 was approved.

Authorizing the Filing of Notice of Establishment, Resolution 2020-12
A copy of resolution was enclosed in the agenda package.

April 15, 2020	Rivers Edge III CDD

On MOTION by Mr. Thomas seconded by Mr. Cowling with all in favor Resolution 2020-12 was approved.

Adopt Records Retention Schedule, Resolution 2020-13
Mr. Perry stated this resolution defines that we will be compliant with the Florida Statutes in regard to all records within the District. This is consistent with your other districts and other districts within the State of Florida.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor Resolution 2020-13 was approved.

Consideration of Resolution 2020-14, Appointing an Interim District; Authorizing its Compensation and Providing for an Effective Date
Mr. Perry stated also included is the proposal provided by Prosser, Inc. By approving Resolution 2020-14 you would also be approving the proposal from Prosser, Inc. as exhibit A.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor Resolution 2020-14, appointing an Interim District Engineer was approved in conjunction with the Interim Engineer Agreement with Prosser, Inc. to be included as exhibit A to the resolution.

Consideration of Interim Engineer Agreement with Prosser, Inc.
This item was approved in conjunction with Resolution 2020-14.

Consideration of Resolution 2020-15, Authorizing a Request for Qualifications (RFQ) for District Engineer Services and Providing for an Effective Date
Mr. Perry stated approving this resolution would authorize us to start the RFQ procedure for a permanent District Engineer.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-15 was approved.

Authorizing Chairman to Execute Plats, Permits, and Conveyances, Resolution 2020-16
Mr. Perry stated during the interim of meetings any type of plats, permits and things of that nature can be approved by the Chair. This just helps in regard to ongoing practices of the District and speeds things up quite a bit.

April 15, 2020	Rivers Edge III CDD

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-16 was approved.

Consideration of Resolution 2020-17, Approving a Tri-Party Interlocal and Cost Share Agreement Regarding Shared Improvement Operation and Maintenance Services and Providing for the Joint Use of Amenity Facilities; Providing General Authorization, and Addressing Conflicts, Severability and an Effective Date
Mr. Perry stated if you remember, when we set up the cost sharing arrangement between Rivers Edge and Rivers Edge II, there was also a cost sharing component for Mattamy at the time and it was contemplated that Rivers Edge III would step into Mattamy’s place once it was established, so that’s what this does.
Ms. Kilinski stated under our attorney report we’ve got a conflict of interest waiver recognizing that our firm represented Rivers Edge and Rivers Edge II in the negotiation of that interlocal agreement. In an abundance of caution, prior to action on the interlocal agreement I would ask the Board to consider waiving that conflict. The letter spells out why we think the conflict is waivable. Essentially, we are relying on both the Methodology Consultant and Engineer to determine the allocation methodology for those new improvements and the interlocal is based on that share allocation.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor the conflict of interest waiver regarding representation of Rivers Edge, Rivers Edge II and Rivers Edge III Community Development District for the interlocal agreement (located under tab IX/A in the agenda package) was approved.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-17 was approved.

Consideration of Temporary Construction and Access Easement Agreement between Mattamy Jacksonville, LLC and Rivers Edge III CDD
Mr. Perry stated this is a standard easement agreement that is in place for most districts, especially during the construction phases.
Ms. Kilinski stated this agreement will only be recorded in the event we needed it. To the extent the developer is constructing improvements and the District is acquiring them we won’t record it, but we do like to have it on file in the event the District is performing its own construction activities.

April 15, 2020	Rivers Edge III CDD

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor the Temporary Construction and Access Easement Agreement with Mattamy Jacksonville, LLC was approved.

Consideration of Acquisition Agreement with Mattamy Jacksonville, LLC
Mr. Perry stated the acquisition agreement is regarding the acquisition of certain work product, improvements and real property. It provides that we will be in the process of financing acquisition from Mattamy with the issuances of bonds in regard to certain work product. It also provides for them to donate work product, etc.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor the Acquisition Agreement with Mattamy Jacksonville, LLC was approved in substantial form.

Consideration of Team Financing Funding Agreement
Mr. Perry stated this is in anticipation of the issuance of bonds either this year or early next year. This provides for the funding of any of those costs to be borne by Mattamy. In most cases most of the costs are deferred until bonds are issued.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor the team financing funding agreement was approved in substantial form.

Engagement of Bond Financing Professionals
Mr. Perry stated again, the following two agreements would be in anticipation of the issuance of bonds. They are standard form agreements and they are consistent with what your other districts have been doing.
Underwriter/Investment Banker: MBS Capital Markets, LLC

On MOTION by Mr. Cowling seconded by Mr. Thomas with all in favor the engagement agreement with MBS Capital Markets, LLC for underwriting services was approved.

Bond Counsel: Nabors, Giblin & Nickerson

April 15, 2020	Rivers Edge III CDD

On MOTION by Mr. Cowling seconded by Mr. Thomas with all in favor the bond counsel agreement with Nabors, Giblin & Nickerson was approved.

SIXTH ORDER OF BUSINESS	Designation of Meeting and Hearing Dates
Resolutions
Consideration of Establishment of Audit Committee and Designation of Board of Supervisors as Audit Committee
Mr. Perry stated we would ask that the audit committee be established as the Board of Supervisors as the full committee. We will eventually ask for audit proposals, the committee will rank those proposals, and then the Board will engage and approve those rankings and engage an audit firm.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor to establish the Audit Committee comprised of the entire Board of Supervisors was approved.

Designate Regular Meeting Dates, Time and Location, Resolution 2020-18
Copies of the resolution and proposed meeting schedule were included in the agenda package. The June meeting date will be changed to June 10th and meetings will be held at 9:30
a.m. with exception to the August 19th meeting, which will be held at 5:00 p.m. to coordinate with the Rivers Edge II and Rivers Edge meetings.

On MOTION by Mr. Cowling seconded by Mr. Thomas with all in favor Resolution 2020-18 was approved.

Consideration of Resolution 2020-19, Approving a Proposed Budget for Fiscal Year 2020; Setting a Public Hearing Thereon Pursuant to Florida Law; Addressing Transmittal, Posting and Publication Requirements; and Providing for an Effective Date
Mr. Perry stated we would propose June 10th for the public hearing date. The budget that has been provided is a prorated budget for the remainder of the fiscal year. The field operation cost shares that are included for landscaping and amenity are the budgeted amounts in Rivers Edge prorated, but those are not actual amounts and we would be billing districts II and III based on actual charges.
Mr. Thomas asked why doesn’t the total field include the landscaping?

April 15, 2020	Rivers Edge III CDD

Mr. Perry stated you’re correct. The total field should be $257,958 and the total expenditures should be $286,410. We will make those two changes.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor the proposed budget and Resolution 2020-19 were approved.

Consideration of Fiscal Year 2020 Budget Funding Agreement
Mr. Perry stated this funding agreement is consistent with Rivers Edge II and is providing the District funding at this point in time.

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor the Budget Funding Agreement for Fiscal Year 2020 was approved.

Consideration of Resolution 2020-20, Adopting the Alternative Investment Guidelines for Investing Public Funds in Excess of Amounts Needed to Meet Current Operating Expenses, in Accordance with Section 218.415(17), Florida Statutes; and Providing for an Effective Date
Mr. Perry stated this is a standard resolution, which in the future if the District has operating funds in excess of the normal operating needs, the District Manager can authorize investment of those in certain investment vehicles consistent with Florida Statutes. This won’t come into play for a few years, but it should be established upfront.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor Resolution 2020-20 was approved.

Consideration of Resolution 2020-21, Designating the Date, Time and Place of a Public Hearing; Providing Authorization to Public Notice of Such Hearing for the Purpose of Adopting Rules of Procedure and Rates, Fees and Charges of the District; and Providing for an Effective Date
Rules of Procedure

Rates for the District
Mr. Perry stated there is a standard form rules of procedure that is provided in your agenda package. The date we are proposing for the public hearing would be June 10th.

April 15, 2020	Rivers Edge III CDD

Ms. Kilinski stated it would also set the annual user fee at $4,000, which is consistent with the two other districts and we said in the interlocal agreement that the districts would adopt the same rate to join all of the facilities.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-21 was approved setting the public hearing date for June 10, 2020 at 9:30 a.m.

well.

Set Date, Time and Location and Authorize Publication of Notice of Public Hearing on Uniform Method of Collecting, Resolution 2020-22
Mr. Perry stated we should probably set this public hearing date for June 10, 2020 as

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor Resolution 2020-22 was approved with the public hearing on the uniform method of collecting set for June 10, 2020 at 9:30 a.m.

SEVENTH ORDER OF BUSINESS	Items Relating to Banking
Select District Depository, Resolution 2020-23
Mr. Perry stated this designates the Board giving direction in regard to the public depository for the funds. Typically, we use Wells Fargo.

On MOTION by Mr. Cowling seconded by Mr. Thomas with all in favor Resolution 2020-23 selecting Wells Fargo as the District Depository was approved.

Authorize Bank Account Signatories, Resolution 2020-24
Mr. Perry stated this resolution provides for signatories on the bank accounts. We will be sending out signatory cards once the accounts have been established.

On MOTION by Mr. Cowling seconded by Mr. Sessions with all in favor Resolution 2020-24 was approved.

Consideration of Policy Relating to Spending Authority and Procurement of Goods and Services
Mr. Perry stated this is just a formalization of what is in place at your sister districts. It provides for spending for the District Manager up to $5,000 and there are certain parameters in

April 15, 2020	Rivers Edge III CDD

regard to that. Also, for the General Manager and Field Operations Manager is gives authority for spending up to $2,500.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor the policy relating to spending authority and procurement of goods and services was approved.

EIGHTH ORDER OF BUSINESS	Consideration of Funding and Expense
Issues
A.	Funding Request No. 1
Mr. Perry stated Funding Request No. 1 totals $14,627.

On MOTION by Mr. Sessions seconded by Mr. Thomas with all in favor Funding Request No. 1 was approved.

NINTH ORDER OF BUSINESS	Staff Reports
District Counsel – Conflict of Interest Waiver Regarding Representation of Rivers Edge, Rivers Edge II and Rivers Edge III Community Development District for the Interlocal Agreement
This item was covered under item V/K.

Interim Engineer
There being none, the next item followed.

District Manager
Mr. Perry stated I know we’re going to be fast-tracking, as much as we can, bond validation so we will be working with MBS and the engineer.
General Manager
There being none, the next item followed.

TENTH ORDER OF BUSINESS	Supervisors’	Requests	and	Audience
Comments
Mr. Sessions stated with our recent forecast for sales, we don’t show any homeowners living in the District boundary for two years. We need to figure out how we eliminate all costs for this District that we can for the foreseeable future. For instance, I don’t see any reason we should have a Vesta contract in place for this District. We’re probably pushing off those bond issuances as well.

April 15, 2020	Rivers Edge III CDD

Mr. Perry stated so basically what you’re saying is we’re going to park the district. We’ve got a number of actions and public hearings we will have to do through the June and July timeframe, but after that we can adjust the meeting schedule. You usually have to have at least two meetings a year for a district, but we can work through the logistics of what we need to do to park it.
Ms. Kilinski stated we may not need a May meeting if we do all of our public hearings in June and kick off the assessment validation process.
Mr. Perry stated let’s keep it on the schedule and we will look at it later.

ELEVENTH ORDER OF BUSINESS	Next Scheduled Meeting – May 20, 2020 TWELFTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Sessions seconded by Mr. Cowling with all in favor the Meeting was adjourned.

Secretary/Assistant Secretary	Chairman/Vice Chairman

SIXTH ORDER OF BUSINESS

C.

RESOLUTION NO. 2020-28

A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED	$ 		RIVERS	EDGE	III	COMMUNITY
DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS, IN ONE OR MORE SERIES; APPROVING THE FORM OF A MASTER TRUST INDENTURE; APPOINTING A TRUSTEE, REGISTRAR AND PAYING AGENT; APPROVING A CAPITAL IMPROVEMENT PROGRAM; AUTHORIZING THE COMMENCEMENT OF VALIDATION PROCEEDINGS RELATING TO THE BONDS; AND PROVIDING AN  EFFECTIVE DATE.

WHEREAS, the Board of Supervisors of Rivers Edge III Community Development District (the "Board" and the "District" respectively) has determined
to  proceed  at  this  time  with  the  validation  of  not  to   exceed  $ 	in
principal amount of Rivers Edge III Community Development District Capital Improvement Revenue Bonds in one or more Series (collectively, the "Bonds") to be issued under and pursuant to a Master Trust Indenture, dated as of the first day of the first month in which the first Bonds are issued thereunder (the "Master Indenture"), from the District to U.S. Bank National Association, Orlando, Florida, as trustee (the "Trustee"), to be amended and supplemented by supplemental trust indentures relating to one or more Series of Bonds (the "Supplemental Indentures"), from the District to the Trustee (collectively, the Master Indenture as amended and supplemented from time to time by the Supplemental Indentures is hereinafter referred to as the "Indenture");

WHEREAS, the Bonds are to be issued to pay all or a part of the costs of the design, permitting, acquisition, construction and installation of certain improvements and facilities and associated professional fees and incidental costs, all as permitted by Chapter 190, Florida Statutes, and as described generally in Exhibit A (the "Capital Improvement Program");

WHEREAS, the Board finds that the provision of the Capital Improvement Program is an appropriate public purpose and is in the best interests of the District, its landowners and residents; and

WHEREAS, in conjunction with the commencement of the validation proceedings relating to the Bonds, it is necessary to approve the form of the Master Indenture and to provide for various other matters with respect to the Bonds;

NOW, THEREFORE, BE IT RESOLVED that

Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meaning ascribed to them in the Indenture.

Master Indenture; Appointment of Trustee, Registrar and Paying Agent. Attached hereto as Exhibit B is the form of Master Indenture, which form is hereby authorized and approved, subject to such changes, additions, deletions and insertions as shall be approved by the Board in a subsequent resolution or resolutions authorizing the issuance of a specific Series of Bonds thereunder. U.S. Bank National Association, Orlando, Florida is hereby appointed as Trustee, Registrar and Paying Agent under the Master Indenture.

Description of Bonds. The Bonds shall be dated, shall be in the aggregate  principal  amount  not  to exceed $ 	, shall mature, shall be subject to mandatory and optional redemption on the terms, at the times and prices and in the manner, and shall bear interest at the rates to be provided in the Supplemental Indenture relating to the respective Series of Bonds and in the subsequent resolution or resolutions establishing the details of the Bonds. The Bonds shall be initially signed by the manual or facsimile signature of the Chairman or Vice Chairman and initially countersigned by the manual or facsimile signature of the Secretary or Assistant Secretary and shall be authenticated by the manual signature of the Trustee. The Bonds shall be in the general form of Bonds which shall be attached to the relevant Supplemental Indenture. The Bonds, when executed and delivered by the District, shall be the legal, valid, binding obligations of the District, enforceable in accordance with their terms.

The Bonds, and interest thereon, shall not be deemed to constitute a debt, liability or obligation of the State of Florida, or of any political subdivision thereof but shall be solely payable from Assessments, as defined in the Indenture. Neither the full faith and credit, nor any taxing power of the District, St. Johns County, Florida, or the State of Florida, or of any political subdivision thereof is pledged for the payment of the principal of or interest on the Bonds, except for special assessments to be assessed and levied by the District to secure and pay the Bonds.

Approval of Capital Improvement Program. The Capital Improvement Program set forth as Exhibit A hereto is hereby approved as encompassing the scope and nature of the capital improvements which may be undertaken by the District from the proceeds of the Bonds. The actual projects which are components of the Capital Improvement Program to be undertaken by the District shall be established in subsequent reports of the Consulting Engineer to the District and set forth in the Supplemental Indentures relating to Series of Bonds which may be issued by the District.

Commencement of Validation Proceedings. Hopping Green & Sams P.A., the District's General Counsel, is hereby authorized to file a complaint in the Circuit Court in and for St. Johns County, Florida, against the State of Florida, and the taxpayers, property owners, and citizens of the District, including non-residents owning property or subject to taxation therein, and all others having or claiming any right, title, or interest in property to be affected by the issuance of the Bonds or to be affected in any way thereby in accordance with the provisions of Chapter 75, Florida Statutes, and to take any and all further action which shall be necessary in order to achieve a final non-appealable order of validation with respect to the Bonds.

The Chairman or Vice Chairman or any other member of the Board is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The officers and agents of the District, including without limitation, the District Manager, Consulting Engineer, and the methodology consultant to the District are hereby also authorized to offer testimony for and on behalf of the District in connection with such proceedings.

Open Meetings. It is hereby found and determined that all official acts of this Board concerning and relating to the commencement of the validation proceedings for the Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirements of Section 286.011, Florida Statutes.

Other Actions. The Chairman, the Vice Chairman, the Secretary,  any Assistant Secretary, and all other members, officers and employees of  the Board and the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Bonds and the consummation of all transactions in connection therewith, including the execution of all necessary or desirable certificates, documents, papers, and agreements and the undertaking and fulfillment of all transactions referred to in or contemplated by the Indenture and this Resolution.

Notwithstanding anything herein to the contrary, no Series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or Supplemental Indenture fixing the details of such Series of Bonds, whether specified by the Board or delegated to a Designated Member, as may be defined in such subsequent resolution.

Effective Date. This Resolution shall take effect immediately upon  its adoption.

PASSED in Public Session of the Board of Supervisors of Rivers Edge III Community Development District, this 10th day of June, 2020.

RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT
Attest:

Secretary/Assistant Secretary	Chairman/Vice Chairman, Board of Supervisors

EXHIBIT A

DESCRIPTION OF CAPITAL IMPROVEMENT PROGRAM

EXHIBIT B

FORM OF MASTER TRUST INDENTURE

MASTER TRUST INDENTURE

RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

TO
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of [Dated Date]

TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 101.  MEANING OF WORDS AND TERMS	3
SECTION 102.  RULES OF CONSTRUCTION	17
ARTICLE II
FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS
SECTION 201.  ISSUANCE OF BONDS	17
SECTION 202.  DETAILS OF BONDS	18
SECTION 203.  EXECUTION AND FORM OF BONDS	18
SECTION 204.  NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS	19
SECTION 205.  OWNERSHIP OF BONDS	19
SECTION 206.  SPECIAL OBLIGATIONS	20
SECTION 207.  AUTHORIZATION OF BONDS	20
SECTION 208.  MUTILATED, DESTROYED OR LOST BONDS	22
SECTION 209.  PARITY OBLIGATIONS UNDER CREDIT AGREEMENTS	22
SECTION 210.  BOND ANTICIPATION NOTES	22
SECTION 211.  TAX STATUS OF BONDS	23
ARTICLE III REDEMPTION OF BONDS
SECTION 301.  REDEMPTION GENERALLY	23
SECTION 302.  NOTICE OF REDEMPTION; PROCEDURE FOR SELECTION	24
SECTION 303.  EFFECT OF CALLING FOR REDEMPTION	25
SECTION 304.  CANCELLATION	26
ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
SECTION 401.  ACQUISITION AND CONSTRUCTION FUND	26
SECTION 402.  PAYMENTS FROM ACQUISITION AND CONSTRUCTION FUND	26
SECTION 403.  COST OF A SERIES PROJECT	26
SECTION 404. DISPOSITION OF BALANCES IN ACQUISITION AND CONSTRUCTION
FUND	28
ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
SECTION 501.  LIEN	28
SECTION 502.  ESTABLISHMENT OF FUNDS	29
SECTION 503.  ACQUISITION AND CONSTRUCTION FUND	30
SECTION 504.  REVENUE FUND	31
SECTION 505.  DEBT SERVICE FUND	31
SECTION 506.  OPTIONAL REDEMPTION	34
SECTION 507.  REBATE FUND	36

SECTION 508.  INVESTMENT OF FUNDS AND ACCOUNTS	37
SECTION 509.  DEFICIENCIES AND SURPLUSES IN FUNDS AND ACCOUNTS	38
SECTION 510.  INVESTMENT INCOME	39
SECTION 511.  CANCELLATION OF BONDS	40
ARTICLE VI CONCERNING THE TRUSTEE
SECTION 601.  ACCEPTANCE OF TRUST	40
SECTION 602.  NO RESPONSIBILITY FOR RECITALS	40
SECTION 603. TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY FOR
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE	40
SECTION 604.  COMPENSATION AND INDEMNITY	40
SECTION 605.  NO DUTY TO RENEW INSURANCE	41
SECTION 606.  NOTICE OF DEFAULT; RIGHT TO INVESTIGATE	41
SECTION 607.  OBLIGATION TO ACT ON DEFAULT	42
SECTION 608.  RELIANCE BY TRUSTEE	42
SECTION 609.  TRUSTEE MAY DEAL IN BONDS	42
SECTION 610.  CONSTRUCTION OF AMBIGUOUS PROVISION	42
SECTION 611.  RESIGNATION OF TRUSTEE	42
SECTION 612.  REMOVAL OF TRUSTEE	43
SECTION 613.  APPOINTMENT OF SUCCESSOR TRUSTEE	43
SECTION 614.  QUALIFICATION OF SUCCESSOR TRUSTEE	44
SECTION 615.  INSTRUMENTS OF SUCCESSION	44
SECTION 616.  MERGER OF TRUSTEE	44
SECTION 617.  RESIGNATION OF PAYING AGENT OR BOND REGISTRAR	44
SECTION 618.  REMOVAL OF PAYING AGENT OR BOND REGISTRAR	45
SECTION 619.  APPOINTMENT OF SUCCESSOR PAYING AGENT OR BOND REGISTRAR	45
SECTION 620. QUALIFICATIONS OF SUCCESSOR PAYING AGENT OR BOND
REGISTRAR	45
SECTION 621. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR BOND REGISTRAR	45
SECTION 622.  SUCCESSOR BY MERGER OR CONSOLIDATION	46
SECTION 623.  BROKERAGE STATEMENTS	46
SECTION 624.  PATRIOT ACT REQUIREMENTS OF THE TRUSTEE	46
ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
SECTION 701.  TRUST FUNDS	46
ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
SECTION 801.  PAYMENT OF BONDS	47
SECTION 802.  EXTENSION OF PAYMENT OF BONDS	47
SECTION 803.  FURTHER ASSURANCE	48
SECTION 804.  POWER TO ISSUE BONDS AND CREATE A LIEN	48

SECTION 805. POWER TO UNDERTAKE SERIES PROJECTS AND TO COLLECT
PLEDGED REVENUES	48
SECTION 806.  SALE OF SERIES PROJECTS	48
SECTION 807.  COMPLETION AND MAINTENANCE OF SERIES PROJECTS	49
SECTION 808.  ACCOUNTS AND REPORTS	49
SECTION 809.  ARBITRAGE AND OTHER TAX COVENANTS	50
SECTION 810.  ENFORCEMENT OF PAYMENT OF ASSESSMENT	50
SECTION 811. METHOD OF COLLECTION OF ASSESSMENTS AND BENEFIT SPECIAL ASSESSMENTS	51
SECTION 812.  DELINQUENT ASSESSMENTS	51
SECTION 813.  DEPOSIT OF PROCEEDS FROM SALE OF TAX CERTIFICATES	51
SECTION 814. SALE OF TAX DEED OR FORECLOSURE OF ASSESSMENT OR BENEFIT SPECIAL ASSESSMENT LIEN	52
SECTION 815. OTHER OBLIGATIONS PAYABLE FROM ASSESSMENTS OR BENEFIT
SPECIAL ASSESSMENTS	52
SECTION 816.  RE-ASSESSMENTS	52
SECTION 817.  GENERAL	53
SECTION 818.  CONTINUING DISCLOSURE	53
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 901.  EXTENSION OF INTEREST PAYMENT	54
SECTION 902.  EVENTS OF DEFAULT	54
SECTION 903. ACCELERATION OF MATURITIES OF BONDS OF A SERIES UNDER
CERTAIN CIRCUMSTANCES	55
SECTION 904.  ENFORCEMENT OF REMEDIES	56
SECTION 905. PRO RATA APPLICATION OF FUNDS AMONG OWNERS OF A SERIES OF
BONDS	57
SECTION 906.  EFFECT OF DISCONTINUANCE OF PROCEEDINGS	59
SECTION 907.  RESTRICTION ON INDIVIDUAL OWNER ACTIONS	59
SECTION 908.  NO REMEDY EXCLUSIVE	60
SECTION 909.  DELAY NOT A WAIVER	60
SECTION 910.  RIGHT TO ENFORCE PAYMENT OF BONDS	60
SECTION 911.  NO CROSS DEFAULT AMONG SERIES	60
SECTION 912.  INDEMNIFICATION	60
SECTION 913. PROVISIONS RELATING TO BANKRUPTCY OR INSOLVENCY OF
LANDOWNER	60
ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
SECTION 1001. EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF
OWNERSHIP OF BONDS	63
SECTION 1002. DEPOSIT OF BONDS	63

ARTICLE XI SUPPLEMENTAL INDENTURES
SECTION 1101. SUPPLEMENTAL INDENTURES WITHOUT OWNER CONSENT	63
SECTION 1102. SUPPLEMENTAL INDENTURES WITH OWNER CONSENT	64
SECTION 1103. OPINION OF BOND COUNSEL WITH RESPECT TO SUPPLEMENTAL INDENTURE	66
SECTION 1104. SUPPLEMENTAL INDENTURE PART OF INDENTURE	66
SECTION 1105. INSURER OR ISSUER OF A CREDIT FACILITY OR LIQUIDITY FACILITY
AS OWNER OF BONDS	66
ARTICLE XII DEFEASANCE
SECTION 1201. DEFEASANCE AND DISCHARGE OF THE LIEN OF THIS MASTER
INDENTURE AND SUPPLEMENTAL INDENTURES	67
SECTION 1202. MONEYS HELD IN TRUST	71
ARTICLE XIII MISCELLANEOUS PROVISIONS
SECTION 1301. EFFECT OF COVENANT	72
SECTION 1302. MANNER OF GIVING NOTICE TO THE DISTRICT AND THE TRUSTEE	72
SECTION 1303. MANNER OF GIVING NOTICE TO THE OWNERS	73
SECTION 1304. SUCCESSORSHIP OF DISTRICT OFFICERS	73
SECTION 1305. INCONSISTENT PROVISIONS	73
SECTION 1306. FURTHER ACTS; COUNTERPARTS	73
SECTION 1307. HEADINGS NOT PART OF INDENTURE	73
SECTION 1308. EFFECT OF PARTIAL INVALIDITY	74
SECTION 1309. ATTORNEYS' FEES	74
SECTION 1310. EFFECTIVE DATE	75
EXHIBIT A – FORM OF REQUISITION

MASTER TRUST INDENTURE
THIS MASTER TRUST INDENTURE is dated as of [Dated Date], by and between RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT, a
local unit of special-purpose government organized and existing under the laws of the State of Florida (the "District"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"), a national banking association and having the authority to exercise corporate trust powers, with its designated corporate trust office located at 225 East Robinson Street, Suite 250, Orlando, Florida 32801, Attention: Corporate Trust Department.
WHEREAS, the District is a community development district duly organized and existing under the provisions of Chapter 190, Florida Statutes (the "Act"), for the purpose, among other things, of financing and managing the acquisition, construction, installation, maintenance, and operation of the major infrastructure within and without the boundaries of the District; and
WHEREAS, the District has the power and authority under the Act to issue special assessment bonds and revenue bonds and to use the proceeds thereof to finance the cost of acquiring and constructing assessable improvements (as defined in the Act) and, by virtue of Section 190.022 of the Act, to levy and collect special assessments therefor as provided in Chapter 170, Florida Statutes, and to levy and collect user charges and fees therefor as provided in Section 190.011, Florida Statutes; and
WHEREAS, additionally, the District has the power and authority under the Act to levy and collect Benefit Special Assessments (hereinafter defined); and
WHEREAS, the District has found and determined and does hereby find and determine, that acquisition and construction of the Series Projects (hereinafter defined) is and will be necessary and desirable in serving the District's goal of properly managing the acquisition, construction, installation and operation of portions of the infrastructure within and without the boundaries of the District; and
WHEREAS, the execution and delivery of the Bonds (hereinafter defined) and of this Master Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Master Indenture a valid and binding agreement and a valid and binding lien on the Trust Estate (hereinafter defined) have been done;
NOW, THEREFORE, THIS MASTER TRUST INDENTURE WITNESSETH:

GRANTING CLAUSES
That the District, in consideration of the premises and acceptance by the Trustee of the trusts hereby created and the purchase and acceptance of the Bonds by the Owners (hereinafter defined), and of the sum of ten dollars ($10.00), lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of this Master Indenture (hereinafter defined), and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds of a Series (hereinafter defined) issued hereunder according to their tenor and effect and to secure the performance and observance by the District of all of the covenants expressed or implied herein, in the Supplemental Indenture authorizing the issuance of such Series of Bonds and in the Bonds of such Series, does hereby assign and grant a security interest in the following (herein called the "Trust Estate") to the Trustee and its successors in trust, and assigns forever, for the securing of the performance of the obligations of the District herein set forth: (a) the Pledged Revenues (hereinafter defined) and Pledged Funds (hereinafter defined); and (b) any and all property of every kind or description which may from time to time hereafter be sold, transferred, conveyed, assigned, hypothecated, endorsed, deposited, pledged, granted or delivered to, or deposited with, the Trustee as security for any Series of Bonds issued pursuant to this Master Indenture by the District or anyone on its behalf or with its consent, or which pursuant to any of the provisions hereof or of the Supplemental Indenture securing such Series of Bonds may come into the possession or control of the Trustee or of a lawfully appointed receiver, as such additional security, and the Trustee is hereby authorized to receive any and all such property as and for security for the payment of such Series of Bonds and the interest and premium, if any, thereon, and to hold and apply all such property subject to the terms hereof, it being expressly understood and agreed that except as otherwise provided herein or in a Supplemental Indenture, the Trust Estate established and held hereunder for Bonds of a Series shall be held separate and in trust solely for the benefit of the Owners of the Bonds of such Series and for no other Series;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth
for the equal and proportionate benefit and security of all present and future Owners of the Bonds of a Series, without preference of any Bond of such Series over any other Bond of such Series, (b) for enforcement of the payment of the Bonds of a Series, in accordance with their terms and the terms of this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds, and all other sums payable hereunder, under the Supplemental Indenture authorizing such Series of Bonds or on the Bonds of such Series, and (c) for the enforcement of and compliance with the obligations, covenants and conditions of this Master

Indenture except as otherwise expressly provided herein, as if all the Bonds at any time Outstanding (hereinafter defined) had been authenticated, executed and delivered simultaneously with the execution and delivery of this Master Indenture, all as herein set forth.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that (a)
this Master Indenture creates a continuing lien equally and ratably to secure the payment in full of the principal of, premium, if any, and interest on all Bonds of a Series which may from time to time be Outstanding hereunder, except as otherwise expressly provided herein, (b) the Trust Estate shall immediately be subject to the lien of this pledge and assignment without any physical delivery thereof or further act, (c) the lien of this pledge and assignment shall be a first lien and shall be valid and binding against all parties having any claims of any kind in tort, contract or otherwise against the District, irrespective of whether such parties have notice thereof, and (d) the Bonds of a Series are to be issued, authenticated and delivered, and the Trust Estate is to be held, dealt with, and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds and the District covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Owners from time to time of the Bonds of each respective Series, as follows:

ARTICLE I DEFINITIONS
Section 101. Meaning of Words and Terms. The following words and terms used in this Master Indenture shall have the following meanings, unless some other meaning is plainly intended:
"Accountant" shall mean the independent certified public accountant or independent certified public accounting firm retained by the District to perform the duties of the Accountant under this Master Indenture.
"Accountant's Certificate" shall mean an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountant) from time to time selected by the District.
"Accounts" shall mean all accounts created hereunder or pursuant to a Supplemental Indenture, except the Series Rebate Account within the Rebate Fund.
"Accreted Value" shall mean, as of the date of computation with respect to any Capital Appreciation Bonds, an amount (truncated to three (3) decimal places) equal to the original principal amount of such Capital Appreciation Bonds at the date of issuance plus the interest accrued on such Capital Appreciation Bonds from the date of original issuance of such Capital Appreciation Bonds to the date of

computation, such interest to accrue at the rate of interest per annum of the Capital Appreciation Bonds (or in accordance with a table of compound accreted values set forth in such Capital Appreciation Bonds), compounded semi-annually on each Interest Payment Date; provided, however, that if the date with respect to which any such computation is made is not an Interest Payment Date, the Accreted Value of any Capital Appreciation Bond as of such date shall be the amount determined by compounding the Accreted Value of such Capital Appreciation Bond as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) at the rate of interest per annum of the Capital Appreciation Bonds for the partial semi-annual compounding period determined by dividing (x) the number of days elapsed (determined on the basis of a three hundred sixty (360) day year comprised of twelve (12) thirty (30) day months) from the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance), by (y) one hundred eighty (180). A table of Accreted Values for the Capital Appreciation Bonds shall be incorporated in a Supplemental Indenture executed by the District upon issuance of any Capital Appreciation Bonds.
"Acquisition and Construction Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Act" shall mean Chapter 190, Florida Statutes, as amended from time to
time.
"Additional Bonds" shall mean Bonds of a Series authenticated and
delivered pursuant to the terms of a Supplemental Indenture providing for the issuance of parity Additional Bonds of such Series.
"Additional Series Project" shall mean the acquisition and/or construction of any additions, extensions, improvements and betterments to and reconstructions of a Series Project to be financed, in whole or in part, from the proceeds of any Subordinate Debt.
"Amortization Installments" shall mean the moneys required to be deposited in a Series Sinking Fund Account within a Series Debt Service Account within the Debt Service Fund for the purpose of redeeming and paying when due any Term Bonds, the specific amounts and dates of such deposits to be set forth in a Supplemental Indenture.
"Assessments" shall mean all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170, Florida Statutes, if any such interest is collected by or on

behalf of the Governing Body, and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.
"Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.
"Authorized Officer" shall mean any person authorized by the District in writing directed to the Trustee to perform the act or sign the document in question.
"Beneficial Owners" shall have the meaning given such term by DTC so long as it is the registered Owner through its nominee, Cede & Co., of the Bonds as to which such reference is made to enable such Bonds to be held in book-entry only form, and, shall otherwise mean the registered Owner on the registration books of the District maintained by the Bond Registrar.
"Benefit Special Assessments" shall mean benefit special assessments levied and collected in accordance with Section 190.021(2) of the Act, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Benefit Special Assessments which are not paid in full when due and which are referred to as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.
"Bond Anticipation Notes" shall mean bond anticipation notes issued pursuant to a Supplemental Indenture in anticipation of the sale of an authorized Series of Bonds and in a principal amount not exceeding the principal amount of such anticipated Series of Bonds.
"Bond Counsel" shall mean an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the District.
"Bond Registrar" shall mean the bank or trust company designated as such by Supplemental Indenture with respect to a Series of Bonds for the purpose of maintaining the registration books of the District reflecting the names, addresses, and other identifying information of Owners of Bonds of such Series.
"Bond Year" shall mean, unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, the period commencing on the first day of May in each year and ending on the last day of April of the following year.
"Bonds" shall mean the Outstanding Bonds of all Series.

"Business Day" shall mean any day excluding Saturday, Sunday or any other day on which banks in the cities in which the designated corporate trust office of the Trustee or the Paying Agent are located are authorized or required by law or other governmental action to close and on which the Trustee or Paying Agent, or both, is closed.
"Capital Appreciation Bonds" shall mean Bonds issued under this Master Indenture and any Supplemental Indenture as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then-current Accreted Value only at the maturity or earlier redemption thereof, all as so designated in a Supplemental Indenture of the District providing for the issuance thereof.
"Capitalized Interest" shall mean, with respect to the interest due or to be due on a Series of Bonds prior to, during and for a period not exceeding one year after the completion of the Series Project to be funded by such Series, all or part of such interest which will be paid, or is expected to be paid, from the proceeds of such Series.
''Chairman'' shall mean the Chairman or Vice Chairman of the Governing Body of the District, or his or her designee, or the person succeeding to his or her principal functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor provisions thereto and the regulations promulgated thereunder or under the Internal Revenue Code of 1954, as amended, if applicable, or any successor provisions thereto.
"Completion Bonds" shall mean Bonds issued pursuant to a Supplemental Indenture ranking on a parity with the Series of Bonds issued under such Supplemental Indenture, the proceeds of which are to be used to complete the Series Project.
"Connection Fees" shall mean all fees and charges assessed by the District to users for the actual costs of connecting to a utility system of the District.
"Consulting Engineer" shall mean the independent engineer or engineering firm or corporation employed by the District in connection with any Series Project to perform and carry out the duties of the Consulting Engineer under this Master Indenture or any Supplemental Indenture.
"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the District, the dissemination agent named therein, and any other "obligated person" under the Rule, in connection with the issuance of one or more Series of Bonds hereunder, pursuant to the requirements of the Rule.

"Cost" or "Costs" as applied to a Series Project or Additional Series Project, shall include the cost of acquisition and construction thereof and all obligations and expenses relating thereto including, but not limited to, those items of cost which are set forth in Section 403 hereof.
"Credit Facility" or "Liquidity Facility" shall mean a letter of credit, a municipal bond insurance policy, a surety bond or other similar agreement issued by a banking institution or other entity satisfactory to the District and providing for the payment of the principal of, interest on or purchase price of a Series of Bonds or any alternate or substitute Credit Facility or Liquidity Facility if then in effect.
"Current Interest Bonds" shall mean Bonds of a Series the interest on which is payable at least annually.
"Date of Completion" with respect to a Series Project or Additional Series Project shall mean: (a) the date upon which such Project and all components thereof have been acquired or constructed and are capable of performing the functions for which they were intended, as evidenced by a certificate of the Consulting Engineer filed with the Trustee and the District; or (b) the date on which the District determines, upon the recommendation of or in consultation with the Consulting Engineer, that it cannot complete such Project in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the Consulting Engineer of the District filed with the Trustee and the District; provided that in each case such certificate of the Consulting Engineer shall set forth the amount of all Costs of such Project which has theretofore been incurred, but which on the Date of Completion is or will be unpaid or unreimbursed.
"Debt Service" shall mean collectively the principal (including Amortization Installments), interest, and redemption premium, if any, payable with respect to the Bonds.
"Debt Service Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Delinquent Assessments" shall mean, collectively, any and all installments of any Assessments which are not paid when due, including any applicable grace period under State law or District proceedings.
"Depository" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the District as a depository of moneys subject to the provisions of this Master Indenture.
"Direct Billed" shall mean Assessments or Operation and Maintenance Assessments, as applicable within the context in which such reference is made, which are billed directly by the District rather than collected on the tax bill using the Uniform Method.

"District" shall mean the Rivers Edge III Community Development District, a community development district established pursuant to the Act, or any successor thereto which succeeds to the obligations of the District hereunder.
"DTC" shall mean The Depository Trust Company, and its successors and assigns.
"Engineer's Certificate" shall mean a certificate of the Consulting Engineer or of such other engineer or firm of engineers having a favorable repute for skill and experience in the engineering matters with respect to which such certification is required by this Master Indenture.
"Event of Default" shall mean any of the events described in Section 902 hereof.
"Federal Securities" shall mean, to the extent permitted by law for investment as contemplated in this Master Indenture and any Supplemental Indenture, (a) Government Obligations, (b) any Tax Exempt Obligations which are fully secured as to principal and interest by an irrevocable pledge of Government Obligations, which Government Obligations are segregated in trust and pledged for the benefit of the holders of the Tax Exempt Obligations, (c) certificates of ownership of the principal or interest of Government Obligations, which Government Obligations are held in trust, and (d) investment agreements at least 100% collateralized by obligations described in clauses (a), (b) or (c) above.
"Fiscal Year" shall mean the fiscal year of the District in effect from time to time, which shall initially mean the period commencing on the first day of October of any year and ending on the last day of September of the following year.
"Funds" shall mean all funds, except the Rebate Fund, created pursuant to Section 502 hereof.
"Governing Body" shall mean the Board of Supervisors of the District.
"Government Obligations" shall mean direct obligations of, or obligations the payment of which is unconditionally guaranteed by, the United States of America.
"Indenture" shall mean this Master Indenture, as amended and supplemented from time to time by a Supplemental Indenture or indentures, and shall mean when used with respect to a Series of Bonds issued hereunder, this Master Indenture, as amended and supplemented by the Supplemental Indenture relating to such Series of Bonds.

"Insurer" shall mean the issuer of any municipal bond insurance policy insuring the timely payment of the principal of and interest on Bonds or any Series of Bonds.
"Interest Payment Date" shall mean the dates specified in a Supplemental Indenture with respect to a Series of Bonds upon which the principal of and/or interest on Bonds of such Series shall be due and payable in each Bond Year.
"Investment Obligations" shall mean and include, except as otherwise provided in the Supplemental Indenture providing for the authorization of Bond Anticipation Notes or Bonds, mean and includes any of the following securities, if and to the extent that such securities are legal investments for funds of the District;
Government Obligations;
Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government - sponsored agencies which may presently exist or be hereafter created; provided that, such bonds, debentures, notes or other evidences of indebtedness are fully guaranteed as to both principal and interest by the Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Federal Home Loan Mortgage Corporation and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody’s and S&P at the time of purchase;
Direct and general obligations of any state of the United States, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, if at the time of their purchase such obligations are rated in either of the two highest rating categories without regard to gradations within any such categories by either S&P or Moody's;
Money market deposit accounts, time deposits, and certificates of deposits issued by commercial banks, savings and loan associations or mutual savings banks whose short-term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody’s and S & P;
Bank or broker repurchase agreements fully secured by securities specified in (a) or (b) above, which may include repurchase agreements with the commercial banking department of the Trustee, provided that such securities are deposited with the Trustee, with a Federal Reserve Bank or with a bank or trust company (other than the seller of such securities) having a combined capital and surplus of not less than $100,000,000;

A promissory note of a bank holding company rated in either of the two highest rating categories without regard to gradations within any such categories by either S&P or Moody's;
Any short term government fund or any money market fund whose assets consist of (a), (b) and (c) above;
Commercial paper (having maturities of not more than 270 days) rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody’s and S & P;
Certificates evidencing a direct ownership interest in non-callable Government Obligations or in future interest or principal payments thereon held in a custody account by a custodian satisfactory to the Trustee;
Obligations of any state of the United States of America or any political subdivision, public instrumentality or public authority of any such state which are not subject to redemption prior to the date on which the proceeds attributable to the principal of such obligations are to be used and which are fully secured by and payable solely from non-callable Government Obligations held pursuant to an escrow agreement; and
The Local Government Surplus Funds Trust Fund as described in Section 218.405, Florida Statutes, or the corresponding provisions of subsequent laws.

Under all circumstances, the Trustee shall be entitled to rely on the direction of an Authorized Officer that any investment directed by the District is permitted under the Indenture and is a legal investment for funds of the District.
"Letter of Credit Agreement" shall mean any financing agreement relating to a Credit Facility for so long as such agreement will be in effect.
"Liquidity Agreement" shall mean any financing agreement relating to a Liquidity Facility for so long as such agreement will be in effect.
"Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds of a Series then Outstanding or all of the Bonds then Outstanding, as applicable in the context within which such reference is made.
"Master Indenture" shall mean this Master Trust Indenture, as amended and supplemented from time to time in accordance with the provisions hereof.
"Maturity Amount" shall mean the amount due at maturity with respect to a Capital Appreciation Bond.

"Maximum Annual Debt Service Requirement" shall mean, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard to the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to the extent moneys derived from the proceeds of Bonds are used to pay interest in such Bond Year.
"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation is dissolved or liquidated or no longer performs the functions of a securities rating agency, Moody's will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Operation and Maintenance Assessments" shall mean assessments described in Section 190.021(3) of the Act, for the maintenance of District facilities or the operations of the District.
"Option Bonds" shall mean Current Interest Bonds, which may be either Serial or Term Bonds, which by their terms may be tendered by and at the option of the Owner for purchase prior to the stated maturity thereof.
"Outstanding" when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore authenticated and delivered under this Master Indenture, except:
Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held in trust under this Master Indenture or Supplemental Indenture with respect to Bonds of any Series and set aside for such payment or redemption (whether at or prior to the maturity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice as provided in Article III hereof or in the Supplemental Indenture relating to the Bonds of any Series;
Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to this Master Indenture and the Supplemental Indenture with respect to Bonds of a Series unless proof satisfactory to the Trustee is presented that any such Bonds are held by a bona fide purchaser in due course; and

Bonds paid or deemed to have been paid as provided in this Master Indenture or in a Supplemental Indenture with respect to Bonds of a Series, including Bonds with respect to which payment or provision for payment has been made in accordance with Article XII hereof.
In addition, Bonds actually known by the Trustee to be held by or for the District will not be deemed to be Outstanding for the purposes and within the purview of Article IX and Article XI of this Master Indenture.
"Owner" or "Owners" shall mean the registered owners from time to time of Bonds.
"Paying Agent" shall mean the bank or trust company designated by Supplemental Indenture with respect to a Series of Bonds as the place where Debt Service shall be payable with respect to such Series of Bonds and which accepts the duties of Paying Agent under this Master Indenture and under such Supplemental Indenture.
"Pledged Funds" shall mean all of the Series Pledged Funds.
"Pledged Revenues" shall mean all of the Series Pledged Revenues.
"Prepayments" shall mean any Assessments or Benefit Special Assessments, or portions thereof, which shall be paid to the District prior to the time such amounts become due. Prepayments shall not include any interest paid on such Assessments.
"Property Appraiser" shall mean the Property Appraiser of St. Johns County, Florida, or the person succeeding to such officer's principal functions.
"Rebate Amount" shall mean the amount, if any, required to be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.
"Rebate Analyst" shall mean the person or firm selected by the District to calculate the Rebate Amount, which person or firm shall have recognized expertise in the calculation of the Rebate Amount.
"Rebate Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Record Date" shall mean the fifteenth (15th) day of the calendar month next preceding any Debt Service payment date or, in the case of any proposed redemption of Bonds, the fifth (5th) day next preceding the date of mailing of notice of such redemption, or if either of the foregoing days is not a Business Day, then the Business Day immediately preceding such day.

"Redemption Price" shall mean the principal of, premium, if any, and interest accrued to the date fixed for redemption of any Bond called for redemption pursuant to the provisions thereof, hereof and of the Supplemental Indenture pursuant to which such Bond is issued.
"Refunding Bonds" shall mean Bonds issued pursuant to provisions of this Master Indenture, the proceeds of which are used to refund one or more Series of Bonds then Outstanding.
"Reserve Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Revenue Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"S&P" shall mean S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a limited liability company organized and existing under the laws of the State of Delaware, its successors and its assigns, and, if such entity is dissolved or liquidated or no longer performs the functions of a securities rating agency, S&P will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Secretary" shall mean the Secretary or any Assistant Secretary to the Governing Body, or his or her designee, or the person succeeding to his or her principal functions.
"Serial Bonds" shall mean Bonds (other than Term Bonds) that mature in annual or semi-annual installments.
"Series" shall mean all of the Bonds authenticated and delivered on original issuance of a stipulated aggregate principal amount in a simultaneous transaction under and pursuant to the same Supplemental Indenture and any Bonds thereafter authenticated and delivered in lieu of or in substitution therefor pursuant to this Master Indenture and such Supplemental Indenture regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the District upon original issuance.
"Series Acquisition and Construction Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.

"Series Capitalized Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Costs of Issuance Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Debt Service Account" shall mean the account within the Debt Service Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Optional Redemption Subaccount" shall meant the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Pledged Funds" shall mean all amounts on deposit from time to time in the Funds and Accounts and designated in the Supplemental Indenture relating to such Series of Bonds as pledged to the payment of such Series of Bonds; provided, however, such term shall not include any amounts on deposit in a Series Rebate Account in the Rebate Fund.
"Series Pledged Revenues" shall mean the revenues designated as such by Supplemental Indenture and which shall constitute the security for and source of payment of a Series of Bonds and may consist of Assessments, Benefit Special Assessments, Connection Fees or other user fees or other revenues or combinations thereof imposed or levied by the District in accordance with the Act.
"Series Prepayment Subaccount" shall mean the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Principal Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Project" or "Series Projects" shall mean the acquisition, construction, equipping and/or improvement of capital projects to be located within or without the District for the benefit of the District to be financed with all or a part of the proceeds of a Series of Bonds as shall be described in the Supplemental Indenture authorizing such Series of Bonds.

"Series Rebate Account" shall mean the account within the Rebate Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Redemption Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account" shall mean the account within the Reserve Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account Requirement" shall mean the amount of money or other security which may be in the form of a reserve fund insurance policy or other security as may be required by the terms of a Supplemental Indenture to be deposited in or credited to a Series Reserve Account for a Series of Bonds provided, however, that unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, as of any date of calculation for a particular Series Reserve Account, the "Series Reserve Account Requirement" shall be an amount equal to the lesser of (a) the Maximum Annual Debt Service Requirement for all Bonds of such Series then Outstanding, (b) 125% of the average annual debt service for all Bonds of such Series then Outstanding, or (c) the aggregate of 10% of the proceeds of the Bonds of such Series calculated as of the date of original issuance thereof. In computing the Series Reserve Account Requirement in respect of any Series of Bonds that constitute Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater of (y) 110% of the daily average interest rate on such Variable Rate Bonds during the 12 months ending with the month preceding the date of calculation, or such shorter period of time that such Series of Bonds shall have been Outstanding, or (z) the actual rate of interest borne by such Variable Rate Bonds on such date of calculation; provided, in no event shall the Series Reserve Account Requirement as adjusted on such date of calculation exceed the lesser of the amounts specified in the immediately preceding sentence. In computing the Series Reserve Account Requirement in accordance with clause (c) of this definition in respect of any Capital Appreciation Bonds, the principal amount of such Bonds shall be the original principal amount thereof, not the Accreted Value.  A Supplemental Indenture may provide that the Series Reserve Account Requirement for a Series is zero.
"Series Revenue Account" shall mean the account within the Revenue Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Sinking Fund Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.

"Series Trust Estate" shall mean the Trust Estate for a Series of Bonds established by Supplemental Indenture for such Series of Bonds.
"State" shall mean the State of Florida.
"Subordinate Debt" shall mean indebtedness secured hereby or by any Supplemental Indenture which is by its terms expressly subordinate and inferior hereto both in lien and right of payment.
"Supplemental Indenture" shall mean an indenture supplemental hereto authorizing the issuance of a Series of Bonds hereunder and establishing the terms thereof and the security therefor and shall also mean any indenture supplementary hereto entered into for the purpose of amending the terms and provisions hereof with respect to all Bonds in accordance with Article XI hereof.
"Tax Certificate" shall mean the certificate of the District delivered at the time of issuance of Tax Exempt Bonds setting forth the expectations of the District with respect to the use of the proceeds of such Tax Exempt Bonds, including the Tax Regulatory Covenants.
"Tax Collector" shall mean the Tax Collector of St. Johns County, Florida, or the person succeeding to such officer's principal functions.
"Tax Exempt Bonds" shall mean Bonds of a Series the interest on which, in the opinion of Bond Counsel on the date of original issuance thereof, is excludable from gross income for federal income tax purposes.
"Tax Exempt Obligations" shall mean any bond, note or other obligation issued by any person, the interest on which is excludable from gross income for federal income tax purposes.
"Tax Regulatory Covenants" shall mean the covenants of the District necessary for the preservation of the excludability of interest thereon from gross income for federal income tax purposes, as such covenants shall be amended from time to time upon written instructions from Bond Counsel.
"Taxable Bonds" shall mean Bonds of a Series which are not Tax Exempt Bonds.
"Term Bonds" shall mean Bonds that mature on one date and that are subject to mandatory redemption from Amortization Installments or are subject to extraordinary mandatory or mandatory redemption upon receipt of unscheduled Pledged Revenues.
"Time Deposits" shall mean time deposits, certificates of deposit or similar arrangements with any bank or trust company, including the Trustee or an affiliate

thereof, which is a member of the Federal Deposit Insurance Corporation and any federal or State savings and loan association which is a member of the Federal Deposit Insurance Corporation or its successors and which are secured or insured in the manner required by State law.
"Trust Estate" shall have the meaning ascribed to such term in the granting clauses hereof, including, but not limited to, the Pledged Revenues and Pledged Funds.
"Trustee" shall mean U.S. Bank National Association with its designated office in Orlando, Florida and any successor trustee appointed or serving pursuant to Article VI hereof.
"Uniform Method" shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes.
"Variable Rate Bonds" shall mean Current Interest Bonds, which may be either Serial Bonds or Term Bonds, issued with a variable, adjustable, convertible or other similar interest rate which is not fixed in percentage for the entire term thereof at the date of issue, which Bonds may also be Option Bonds.
Section 102. Rules of Construction. Words of  the  masculine  gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond," "Owner," "person," "Paying Agent," and "Bond Registrar" shall include the plural as well as the singular number and the word "person" shall mean any individual, corporation partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. All references to Florida Statutes or other provisions of State law shall be deemed to include any and all amendments thereto.

ARTICLE II
FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS
Section 201. Issuance of Bonds. For the purpose of providing funds for paying all or part of the Cost of a Series Project, Bonds of a Series, without limitation as to aggregate principal amount, may be issued under this Master Indenture subject to the conditions hereinafter provided in Section 207 of this Article. Debt Service on each Series of Bonds shall be payable solely from the Pledged Revenues and Pledged Funds pledged to such Series of Bonds in the Supplemental Indenture authorizing the issuance of such Series of Bonds and, as may be provided in such Supplemental Indenture, all of the provisions of this Master Indenture shall be for the benefit and security of the present and future Owners of such Series of Bonds so issued, without preference, priority or distinction,

as to lien or otherwise, of any one Bond of such Series over any other Bond of such Series. The District may also issue from time to time, Additional Bonds, Completion Bonds and Refunding Bonds of a Series under and pursuant to the terms of the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Section 202. Details of Bonds. Bonds of a Series shall be in such denominations, numbered consecutively, shall bear interest from their date until their payment at rates not exceeding the maximum rate permitted by law, shall be dated, shall be stated to mature in such year or years in accordance with the Act, and shall be subject to redemption prior to their respective maturities, subject to  the limitations hereinafter provided, as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series may be Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Option Bonds or any combination thereof and may be secured by a Credit Facility or Liquidity Facility, all as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series (or a part of a Series) may be in book-entry form at the option of the District as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Debt Service shall be payable in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. Interest shall be paid to the registered Owner of Bonds at the close of business on the Record Date for such interest; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 hereof, the payment of interest and principal or Redemption Price or Amortization Installments pursuant hereto shall be made by the Paying Agent to such person who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of  such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of a Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation of the Bond at the designated corporate trust office of the Paying Agent in Orlando, Florida; provided, however, that presentation shall not be required if the Bonds are in book-entry only form. Payment of interest shall be made by check or draft (or by wire transfer to  the registered Owner if such Owner requests such method of payment by delivery of written notice to the Paying Agent prior to the Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner owns not less than $1,000,000 in aggregate principal amount of the Bonds or, if less than such amount, all of the Bonds then Outstanding). Unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, interest on a Series of Bonds will be computed on the basis of a 360-day year of twelve 30-day months.
Section 203. Execution and Form of Bonds.  The Bonds shall be signed by or bear the facsimile signature of the Chairman, shall be attested and

countersigned by the Secretary, and the certificate of authentication appearing on the face of the Bonds shall be signed by the Trustee; provided, however, that each Bond shall be manually signed by either the Chairman, the Secretary or the Trustee. The official seal of the District shall be imprinted or impressed on each Bond. In case any officer whose signature or a facsimile of whose signature appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile shall nevertheless be valid for all purposes the same as if he or she had remained in office until such delivery. Any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds, and the provisions for registration and reconversion to be endorsed on such Bonds, shall be substantially in the form set forth in a Supplemental Indenture. The Trustee may appoint one or more authenticating agents.
Section 204. Negotiability, Registration and Transfer of Bonds. The District shall cause books for the registration and for the transfer of the Bonds as provided in this Master Indenture to be kept by the Bond Registrar. All Bonds shall be registered as to both principal and interest. Any Bond may be transferred only upon an assignment duly executed by the registered owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed on the Bond by the Bond Registrar. No charge shall be made to any Owner for registration and transfer as hereinabove provided, but any Owner requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. The Bond Registrar shall not be required to transfer any Bond during the period between the Record Date and the Interest Payment Date next succeeding the Record Date of such Bond, during the period between the Record Date for the mailing of a notice of redemption and the date of such mailing, nor after such Bond has been selected for redemption. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State, and each successive Owner, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State.
Section 205. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed the absolute Owner thereof for all purposes, and payment of Debt Service shall be made only to or upon the order of the registered Owner thereof or his attorney or legal representative as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee, the District, the Bond Registrar and the Paying Agent may deem and treat the registered Owner of any Bond as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes

whatsoever, and neither the Trustee, the District, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary.
Section 206. Special Obligations. Each Series of Bonds  shall  be  a  special and direct obligation of the District. Neither the Bonds nor the interest and premium, if any, payable thereon shall constitute a general obligation or general indebtedness of the District within the meaning of the Constitution and laws of the State. The Bonds and the interest and premium, if any, payable thereon do not constitute either a pledge of the full faith and credit of the District or a lien upon any property of the District other than as provided herein or in the Supplemental Indenture authorizing the issuance of such Series of Bonds. No Owner or any other person shall ever have the right to compel the exercise of any ad valorem taxing power of the District or any other public authority or governmental body to pay Debt Service or to pay any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds. Rather, Debt Service and any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds, shall be payable solely from, and shall be secured solely by, the Series Pledged Revenues and the Series Pledged Funds pledged to such Series of Bonds, all as provided herein and in such Supplemental Indenture.
Section 207.	Authorization of Bonds.
There shall be issued from time to time in Series, under and secured by this Master Indenture, Bonds without limitation as to aggregate principal amount for the purposes of:
paying all or part of the Cost of a Series Project or Series Projects or refunding a Series of Bonds or any portion thereof then Outstanding;
depositing the Series Reserve Account Requirement to the Series Reserve Account for such Series of Bonds; and
undertaking other acts as permitted by the Act.
Each Series of Bonds, upon initial issuance thereof, shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of the following:
an executed and attested original or certified copy of this Master Indenture;
an executed and attested original or certified copy of the Supplemental Indenture fixing the amount of and security for the Series of

Bonds authorized to be issued thereby and establishing, among other things, the dates on which, and the amounts in which, such Series of Bonds will mature (provided that the final maturity date of such Series of Bonds shall be not later than permitted by the Act with respect to such Series of Bonds), designating the Paying Agent and Bond Registrar, fixing the Amortization Installments, if any, for the Term Bonds of such Series, awarding the Series of Bonds, specifying the interest rates or the method for calculating such interest rates with respect to such Series of Bonds, specifying the redemption provisions and prices thereupon, specifying other details of such Series of Bonds, and directing the delivery of such Series of Bonds to or upon the order of the initial purchaser thereof upon payment of the purchase price therefor set forth in such Supplemental Indenture;
an opinion of counsel for the District substantially to the effect that the signer is of the opinion that this Master Indenture and the Supplemental Indenture relating to such Series of Bonds have been duly and validly authorized in accordance with the terms hereof and of the Act, and have been duly approved and adopted, that the issuance of such Series of Bonds has been duly authorized, and that this Master Indenture and the Supplemental Indenture constitute binding obligations of the District, enforceable against the District in accordance with their terms except as enforcement thereof may be affected by bankruptcy and other similar laws relating to creditor's rights generally; and
an opinion of Bond Counsel for the District substantially to the effect that the signer is of the opinion that the Bonds of such Series are valid, binding and enforceable obligations of the District and, if such Series of Bonds are Tax Exempt Bonds, that interest thereon is excludable from gross income of the Owners under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to the initial purchasers.
Execution of a Series of Bonds by the District shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the District and payment to the Trustee of the initial purchase price for a Series of Bonds shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the underwriter of such Series of Bonds.
The Trustee shall be provided with reliance letters with respect to the opinions required in paragraphs (iii) and (iv) above. When the documents mentioned in subsections (i) through (iv) above shall have been received, and when the Bonds of such Series shall have been executed and authenticated as required by this Master Indenture, such Series of Bonds shall be delivered to, or upon the order of, the District, but only upon payment to the Trustee of the purchase price of such Series of Bonds, together with accrued interest, if any, thereon as set forth in a certificate of delivery and payment executed by the Chairman of the District.

To the extent not set forth in the Supplemental Indenture authorizing the issuance of a Series of Bonds, the proceeds (including accrued interest and any premium) of each Series of Bonds shall be applied as soon as practicable upon delivery thereof to the Trustee as follows:
the amount received as accrued interest on the Bonds, if any, shall be deposited to the credit of the Series Interest Account and Capitalized Interest, if any, shall be deposited to the credit of the Series Capitalized Interest Account;
an amount equal to the Series Reserve Account Requirement, if applicable, or the initial cost of satisfying the Series Reserve Account Requirement if not satisfied by the deposit of cash, shall be deposited to the credit of the Series Reserve Account; and
the balance shall be deposited and applied as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Section 208. Mutilated, Destroyed or Lost Bonds.  If  any  Bonds  become mutilated, destroyed or lost, the District may cause to be executed and delivered a new Bond in substitution therefor upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, and upon payment by the Owner of the reasonable expenses and charges of the District and the Trustee in connection therewith and, in the case of a Bond destroyed or lost, upon the Owner filing with the Trustee evidence satisfactory to it that such Bond was destroyed or lost and of his or her ownership thereof, and upon furnishing the District and the Trustee with indemnity satisfactory to them.
Section 209.  Parity Obligations Under Credit Agreements.   As may  be provided for or required in any Supplemental Indenture, the District may incur financial obligations under a Letter of Credit Agreement or a Liquidity Agreement payable on parity with respect to the lien on the Trust Estate pledged to a Series of Bonds issued under this Master Indenture and a Supplemental Indenture, without meeting any financial test or requirement set forth in this Master Indenture or the corresponding Supplemental Indenture, but only if the Letter of Credit Agreement or Liquidity Agreement supports a related Series of Bonds then being issued which does meet such tests or requirements.
Section 210. Bond Anticipation Notes. Whenever the District shall authorize the issuance of a Series of Bonds, the District may by resolution authorize the issuance of Bond Anticipation Notes in anticipation of the sale of such authorized Series of Bonds in a principal amount not exceeding the principal amount of such Series. The aggregate principal amount of Bonds of such Series and all other Bonds previously authenticated and delivered to pay the Cost of the Series Project or Series Projects for which the proceeds of the Bond Anticipation Notes will

be applied shall not exceed such Cost. The interest on such Bond Anticipation Notes may be payable out of the related Series Interest Account to the extent provided in the resolution of the District authorizing such Bond Anticipation Notes. The principal of and interest on such Bond Anticipation Notes and renewals thereof shall be payable from any moneys of the District available therefor or from the proceeds of the sale of the Series of Bonds in anticipation of which such Bond Anticipation Notes are issued. The proceeds of sale of Bond Anticipation Notes  shall be applied to the purposes for which the Bonds anticipated by such Bond Anticipation Notes are authorized and shall be deposited in the appropriate Fund or Account established by the Indenture for such purposes; provided, however, that the resolution or resolutions authorizing such Bond Anticipation Notes may provide for the payment of interest on such Bond Anticipation Notes from the proceeds of sale of such Bond Anticipation Notes and for the deposit, in the related Series Capitalized Interest Account. In the event that the District adopts a resolution authorizing the issuance of Bond Anticipation Notes, the District will promptly furnish to the Trustee a copy of such resolution, certified by an Authorized Officer, together with such information with respect to such Bond Anticipation Notes as the Trustee may reasonably request, including, without limitation, information as to the paying agent or agents for such Bond Anticipation Notes. The Trustee shall have no duties or obligations to the holders of such Bond Anticipation Notes unless specifically so authorized by the resolution of the District authorizing the issuance of such Bond Anticipation Notes and unless the Trustee accepts in writing such duties and obligations.
Section 211. Tax Status of Bonds. Any Series  of  Bonds  issued  under this Master Indenture may be issued either as Tax Exempt Bonds or Taxable Bonds. The intended tax status of any Series of Bonds to be issued may be referenced in any Supplemental Indenture authorizing the issuance of such Series of Bonds.

ARTICLE III REDEMPTION OF BONDS
Section 301. Redemption Generally. The Bonds of any Series shall be subject to redemption, either in whole on any date or in part on any Interest Payment Date, and at such times, in the manner and at such prices, as may be provided by the Supplemental Indenture authorizing the issuance of such Series of Bonds. The District shall provide written notice to the Trustee of any optional redemption on or before the forty-fifth (45th) day next preceding the date to be fixed for such optional redemption. Notwithstanding any other provision of this Master Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

Unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, if less than all of the Bonds of a Series shall be called for redemption, the particular Bonds of such Series to be redeemed shall be selected by lot in such reasonable manner as the Bond Registrar in its discretion may determine. The portion of any Series of Bonds to be redeemed shall be in an Authorized Denomination and, in selecting the Bonds of such Series to be redeemed, the Bond Registrar shall treat each such Bond as representing that number of Bonds of such Series which is obtained by dividing the principal amount of such Bond by an Authorized Denomination (such amount being hereinafter referred to as the "unit of principal amount").
If it is determined that one or more, but not all, of the units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such unit or units of principal amount as provided below, the registered Owner of such Bond, upon surrender of such Bond to the Paying Agent for payment to such registered Owner of the redemption price of the unit or units of principal amount called for redemption, shall be entitled to receive a new Bond or Bonds of such Series in the aggregate principal amount of the unredeemed balance of the principal amount of such Bond. New Bonds of such Series representing the unredeemed balance of the principal amount shall be issued to the Owner thereof without any charge therefor. If the Owner of any Bond of a denomination greater than the unit of principal amount to be redeemed shall fail to present such Bond to the Paying Agent for payment in exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the unit or units of principal amount called for redemption.
Subject to the provisions of Section 506(b) hereof, the District may purchase a Bond or Bonds of a Series in the open market at a price no higher than the highest Redemption Price (including premium) for the Bond to be so purchased with any funds legally available therefor and any such Bonds so purchased shall be credited to the amounts otherwise required to be deposited for the payment of Bonds of such Series as provided in Section 506(b) hereof or as otherwise provided in the Supplemental Indenture relating to such Series.
Section 302. Notice of Redemption; Procedure for Selection. The District shall establish each redemption date, other than in the case of a mandatory redemption, in which case the Trustee shall establish the redemption date, and the District or the Trustee, as the case may be, shall notify the Bond Registrar in writing of such redemption date on or before the forty-fifth (45th) day next preceding the date fixed for redemption, which notice shall set forth the terms of the redemption and the aggregate principal amount of Bonds so to be redeemed. Except as provided below, notice of redemption shall be given by the Bond Registrar not less than thirty (30) nor more than forty-five (45) days prior to the date fixed for redemption by first-class mail, postage prepaid, to any Paying Agent for the Bonds to be redeemed and to the registered Owner of each Bond to be redeemed, at the

address of such registered Owner on the registration books maintained by the Bond Registrar (and, for any Owner of $1,000,000 or more in principal amount of Bonds, to one additional address if written request therefor is provided to the Bond Registrar prior to the Record Date); and a second notice of redemption shall be sent by registered or certified mail at such address to any Owner who has not submitted his Bond to the Paying Agent for payment on or before the date sixty (60) days following the date fixed for redemption of such Bond, in each case stating: (a) the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption); (b) the CUSIP numbers of all Bonds being redeemed; (c) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed; (d) the date of issue of each Bond as originally issued and the complete official name of the Bonds including the Series designation; (e) the rate or rates of interest borne by each Bond being redeemed; (f) the maturity date of each Bond being redeemed; (g) the place or places where amounts due upon such redemption will be payable; and (h) the notice date, redemption date, and Redemption Price. The notice shall require that such Bonds be surrendered at the designated corporate trust office of the Paying Agent for redemption at the Redemption Price and shall state that further interest on such Bonds will not accrue from and after the redemption date. CUSIP number identification with appropriate dollar amounts for each CUSIP number also shall accompany all redemption payments.
Any required notice or redemption shall also be sent by registered mail, overnight delivery service, telecopy or other secure means, postage prepaid, to any Owner of $1,000,000 or more in aggregate principal amount of Bonds to be redeemed, to certain municipal registered securities depositories in accordance with the then-current guidelines of the Securities and Exchange Commission which are known to the Bond Registrar to be holding Bonds thirty-two (32) days prior to the redemption date and to at least two of the national information services that disseminate securities redemption notices in accordance with the then-current guidelines of the Securities and Exchange Commission, when possible, at least thirty (30) days prior to the redemption date; provided that neither failure to send or receive any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds.
Failure to give notice by mailing to the Owner of any Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Bond.
Section 303. Effect of Calling for Redemption. On the date designated for redemption of any Bonds, notice having been filed and mailed in the manner provided above, the Bonds called for redemption shall be due and payable at the Redemption Price provided for the redemption of such Bonds on such date and,

moneys for payment of the Redemption Price being held in a separate account by the Paying Agent in trust for the Owners of the Bonds to be redeemed, interest on the Bonds called for redemption shall cease to be entitled to any benefit under this Master Indenture, and the Owners of such Bonds shall have no rights in respect thereof, except to receive payment of the Redemption Price thereof, and interest, if any, accrued thereon to the redemption date, and such Bonds shall no longer be deemed to be Outstanding.
Section 304. Cancellation. Bonds  called  for  redemption  shall  be canceled upon the surrender thereof.

ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
Section 401. Acquisition and Construction  Fund.  There  is  created and established by Section 502 hereof a fund designated as the "Acquisition and Construction Fund" which shall be held by the Trustee and there shall be deposited to the credit of the Series Acquisition and Construction Accounts the amounts specified in the Supplemental Indenture relating to such Series of Bonds.
Section 402. Payments from Acquisition and Construction Fund. Payments of the Cost of constructing and acquiring a Series Project shall be made from the Acquisition and Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article and in Article V hereof, and the District covenants that it will not request any sums to be paid from the Acquisition and Construction Fund except in accordance with such provisions and restrictions. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in Section 503(b) hereof.
Section 403. Cost of a Series Project. For the purposes of this Master Indenture, the Cost of a Series Project shall include, without intending thereby to limit or to restrict or expand any proper definition of such cost under the Act, other applicable provisions of State law, or this Master Indenture, the following:
Expenses of Bond Issuance. All expenses and fees relating to the issuance of the Bonds, including, but not limited to, initial Credit Facility or Liquidity Facility fees and costs, attorneys' fees, underwriting fees and discounts, the Trustee's acceptance fees and costs, Trustee's counsel fees and costs, rating agency fees, fees of financial advisors, engineer's fees and costs, administrative expenses of the District, the costs of preparing audits and engineering reports, the costs of preparing reports, surveys, and studies, and the costs of printing the Bonds and preliminary and final disclosure documents.

Accrued and Capitalized Interest. Any interest accruing on the Bonds from their date through the first Interest Payment Date received from the proceeds of the Bonds (to be deposited into the related Series Interest Account) and Capitalized Interest (to be deposited into the related Series Capitalized Interest Account) as may be authorized or provided for by a Supplemental Indenture related to a Series of Bonds. Notwithstanding the deposit of Capitalized Interest into the related Series Capitalized Interest Account, Capitalized Interest shall also include any amount directed by the District to the Trustee in writing to be withdrawn from the related Series Acquisition and Construction Account and deposited into such Series Capitalized Interest Account, provided that such direction includes a certification that such amount represents earnings on amounts on deposit in the related Series Acquisition and Construction Account and that, after such deposit, the amount on deposit in such Series Acquisition and Construction Account, together with earnings thereon will be sufficient to complete the related Series Project which is to be funded from such Series Acquisition and Construction Account.
Acquisition Expenses. The costs of acquiring, by purchase or condemnation, all of the land, structures, improvements, rights-of-way, franchises, easements, plans and specifications and similar items and other interests in property, whether real or personal, tangible or intangible, which themselves constitute a Series Project or which are necessary or convenient to acquire, install and construct a Series Project and payments, contributions, dedications, taxes, assessments or permit fees or costs and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose.
Construction Expense. All costs incurred, including interest charges, for labor and materials, including equipment, machinery and fixtures, by contractors, builders, and materialmen in connection with the acquisition, installation and construction of a Series Project, and including without limitation costs incident to the award of contracts.
Other Professional Fees and Miscellaneous Expenses.
All legal, architectural, engineering, survey, and consulting fees, as well as all financing charges, taxes, insurance premiums, and miscellaneous expenses, not specifically referred to in this Master Indenture that are incurred in connection with the acquisition and construction of a Series Project.
Expenses of determining the feasibility or practicality of acquisition, construction, installation, or reconstruction of a Series Project.
Costs of surveys, estimates, plans and specifications.

Costs of improvements.
Financing charges.
Creation of initial reserve and debt service funds.
Working capital.
Amounts to repay Bond Anticipation Notes or loans made to finance any costs permitted under the Act.
Costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services or any other person for a default or breach under the corresponding contract, or in connection with any dispute.
Premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same.
Expenses of management and supervision of a Series Project.
Costs of effecting compliance with any and all governmental permits relating to a Series Project.
Any other "cost" or expense as provided by the Act.
Refinancing Costs. All costs described in (a) through (e) above or otherwise permitted by the Act associated with refinancing or repaying any loan or other debt obligation, of the District.
Section 404. Disposition of Balances in Acquisition  and  Construction Fund. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved for the payment of any remaining part of the Cost of the Series Project shall be transferred by the Trustee to the credit of the Series Redemption Account, or as otherwise provided in the Supplemental Indenture, and used for the purposes set forth for such Account in the Supplemental Indenture relating to such Series of Bonds.

ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 501. Lien. There is hereby irrevocably pledged for the payment of the Bonds of each Series issued hereunder, subject only to the provisions of this Master Indenture and any Supplemental Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in this Master

Indenture and any such Supplemental Indenture with respect to each Series of Bonds, the Trust Estate; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Series Trust Estate securing such Series of Bonds, the Pledged Funds and Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and shall not secure any other Bonds or Series of Bonds.
The foregoing pledge shall be valid and binding from and after the date of initial delivery of the Bonds and the proceeds of sale of the Bonds and all the moneys, securities and funds set forth in this Section 501 shall immediately be subject to the lien of the foregoing pledge, which lien is hereby created, without any physical delivery thereof or further act. Such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District or the Trustee, irrespective of whether such parties have notice thereof. Such lien shall be prior and superior to all other liens now existing or hereafter created.
Section 502. Establishment of Funds. The following funds are hereby established and shall be held by the Trustee:
Acquisition and Construction Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Acquisition and Construction Account and a separate Series Costs of Issuance Account for each Series of Bonds issued hereunder;
Revenue Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Revenue Account for each Series of Bonds issued hereunder;
Debt Service Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Debt Service Account and within such Series Debt Service Account,
a Series Interest Account,
a Series Principal Account,
a Series Sinking Fund Account,
a Series Redemption Account and therein a Series Prepayment Subaccount and a Series Optional Redemption Subaccount, and
a Series Capitalized Interest Account for each such Series of Bonds issued hereunder;

Reserve Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Reserve Account for each such Series of Bonds issued hereunder and any Bonds issued on a parity with any such Series of Bonds hereunder; and
Rebate Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Rebate Account for each such Series of Tax Exempt Bonds issued hereunder.
Notwithstanding the foregoing, the Supplemental Indenture authorizing any Series of Bonds may establish such other Accounts or dispense with the Accounts set forth above as shall be deemed advisable by the District in connection with such Series of Bonds.
Section 503.	Acquisition and Construction Fund.
Deposits. The District shall pay to the Trustee, for deposit into the related Series Acquisition and Construction Account in the Acquisition and Construction Fund, as promptly as practicable, the following amounts received by it:

the amount set forth in the Supplemental Indenture relating to such Series of Bonds;
subject to Section 806 hereof, payments made to the District from the sale, lease or other disposition of the Series Project or any portion thereof;
the balance of insurance proceeds with respect to the loss or destruction of the Series Project or any portion thereof;
amounts received from a governmental entity pursuant to an interlocal agreement or other similar agreement between the District and such governmental entity providing for the payment by such governmental entity of a portion of the Costs of a Series Project; and
such other amounts as may be provided in a Supplemental Indenture.
Amounts in such Series Acquisition and Construction Account shall be applied to the Cost of the Series Project; provided, however, that if any amounts remain in such Series Acquisition and Construction Account after the Date of Completion, and if such amounts are not reserved for payment of any remaining part of the Cost of the Series Project, such amounts shall be applied in the manner set forth in Section 404 above.

Disbursements. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds, payments from a Series Acquisition and Construction Account shall be paid in accordance with the provisions of this subsection (b). Before any such payment shall be made, the District shall file with the Trustee a requisition in the form of Exhibit A attached hereto, signed by an Authorized Officer.
Upon receipt of each such requisition and accompanying certificate the Trustee shall promptly withdraw from the Series Acquisition and Construction Account and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. The Trustee shall have no duty to investigate the accuracy or validity of the items delivered pursuant to this Section 503(b).
Inspection. All requisitions and certificates received by the Trustee pursuant to this Article shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the District, the Consulting Engineer, the Owner of any Bonds of the related Series, and the agents and representatives thereof.
Completion of Series Project. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved by the District for the payment of any remaining part of the Cost of acquiring or constructing the Series Project shall be applied in accordance with the provisions of Section 404 hereof.
Section 504. Revenue Fund. The District hereby covenants and agrees that it will assess, impose, establish and collect the Pledged Revenues with respect to each Series of Bonds in amounts and at times sufficient to pay, when due, the principal of, premium, if any, and interest on such Series of Bonds. The District hereby covenants and agrees to immediately deposit upon receipt of all such Pledged Revenues (except Prepayments, which shall be identified as such and deposited in the applicable Series Prepayment Subaccount), when received, into the related Series Revenue Account and to immediately deposit all Prepayments, when received, into the related Series Redemption Account, unless otherwise provided for in the Supplemental Indenture relating to a Series of Bonds.
Section 505.	Debt Service Fund.
Principal, Maturity Amount, Interest and Amortization Installments. On the Business Day preceding each Interest Payment Date on the Bonds, the Trustee shall withdraw from the Series Revenue Account and, from the amount so withdrawn, shall make the following deposits in the following order of priority:

to the related Series Interest Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the amount of interest payable on the Bonds of such Series on such Interest Payment Date;
to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the principal amount, if any, payable with respect to Serial Bonds of such Series on such Interest Payment Date;
in each Bond Year in which Term Bonds of such Series are subject to mandatory redemption from Amortization Installments, to the related Series Sinking Fund Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Amortization Installment payable on the Term Bonds of such Series on such Interest Payment Date;
in each Bond Year in which Capital Appreciation Bonds of such Series mature, to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Maturity Amount payable with respect to the Capital Appreciation Bonds of such Series maturing on such Interest Payment Date;
to the Series Reserve Account, an amount, if any, which, together with other amounts, if any, then on deposit therein, will equal the Series Reserve Account Requirement; and
to the Series Rebate Account, the Rebate Amount, if any, required to be deposited therein pursuant to the Supplemental Indenture related to a Series of Tax Exempt Bonds.
Notwithstanding the foregoing, so long as there are moneys on deposit in the related Series Capitalized Interest Account on the date required for any transfer into the Series Interest Account as set forth above, the Trustee shall, prior to making any transfer into the related Series Interest Account from the related Series Revenue Account, transfer to the related Series Interest Account from the related Series Capitalized Interest Account, the lesser of the interest on such Series of Bonds coming due on the next succeeding Interest Payment Date or the amount remaining on deposit in the related Series Capitalized Interest Account.
Disposition of Remaining Amounts on Deposit in Series Revenue Account. The District shall authorize the withdrawal, from time to time, from the Series Revenue Account an amount sufficient to pay the fees and charges of the Trustee, Bond Registrar, and Paying Agent, when due. Subject to the provisions of Section 604 hereof, if (i) the amount on deposit in the Series Interest Account, Series Principal Account, Series Sinking Fund Account and Series Redemption

Account in each Bond Year equals the interest payable on the Bonds of such Series in such Bond Year, the principal amount of all Serial Bonds payable in such Bond Year, the Maturity Amount of all Capital Appreciation Bonds due in such Bond Year and the Amortization Installments required to be paid into the Series Sinking Fund Account in such Bond Year, and (ii) any amounts remain in the Series Revenue Account, then such amounts shall, at the written direction of the District, be applied to pay the commissions, fees, costs and any other charges of the Tax Collector and the Property Appraiser or, if such commissions, fees, costs, or other charges have been paid by the District, then to reimburse the District for such payment upon written request of an Authorized Officer. If, after such amounts have been withdrawn, paid and provided for as provided above, any amounts remain in the Series Revenue Account, such amounts shall be disbursed to the District on written request of an Authorized Officer and applied to pay the operating and administrative costs and expenses of the District. After making the payments provided for in this subsection (b), the balance, if any, remaining in the Series Revenue Account shall be retained therein or, at the written direction of an Authorized Officer to the Trustee, transferred into the Series Redemption Account.
Series Reserve Account. Except as otherwise provided for herein or in a Supplemental Indenture, moneys held for the credit of a Series Reserve Account shall be used for the purpose of paying interest or principal or Amortization Installment or Maturity Amount on the Bonds of the related Series whenever amounts on deposit in the Series Debt Service Account shall be insufficient for such purpose.
Series Debt Service Account. Moneys held for the credit of a Series Interest Account, Series Principal Account and Series Sinking Fund Account in a Series Debt Service Account shall be withdrawn therefrom by the Trustee and transferred by the Trustee to the Paying Agent in amounts and at times sufficient to pay, when due, the interest on the Bonds of such Series, the principal of Serial Bonds of such Series, the Maturity Amount of Capital Appreciation Bonds of such Series and the Amortization Installments of Term Bonds of such Series, as the case may be.
Series Redemption Account. Moneys representing Prepayments on deposit in a Series Redemption Account to the full extent of a multiple of an Authorized Denomination shall unless otherwise provided in the Supplemental Indenture relating to such Series of Bonds, be used by the Trustee to redeem Bonds of such Series on the earliest date on which such Bonds are permitted to be called without payment of premium by the terms hereof (including extraordinary or extraordinary mandatory redemption) and of the Supplemental Indenture relating to such Series of Bonds. Such redemption shall be made pursuant to the provisions of Article III. The District shall pay all expenses incurred by the Trustee and  Paying Agent in connection with such redemption. Moneys other than from

Prepayments shall be held and applied in a Series Redemption Account as provided in Section 506(a) hereof.
Payment to the District. When no Bonds of a Series remain Outstanding, and after all expenses and charges herein and in the related Supplemental Indenture required to be paid have been paid as certified to the Trustee in writing by an Authorized Officer, and after all amounts due and owing to the Trustee have been paid in full, the Trustee shall pay any balance in the Accounts for such Series of Bonds to the District upon the written direction of an Authorized Officer, free and clear of any lien and pledge created by this Master Indenture; provided, however, that if an Event of Default has occurred and is continuing in the payment of the principal or Maturity Amount of, or interest or premium on the Bonds of any other Series, the Trustee shall pay over and apply any such excess pro rata (based upon the ratio of the aggregate principal amount of such Series of Bonds to the aggregate principal amount of all Series of Bonds then Outstanding and for which such an Event of Default has occurred and is continuing) to each other Series of Bonds for which such an Event of Default has occurred and is continuing.
Section 506.	Optional Redemption.
Excess Amounts in Series Redemption Account. The  Trustee shall, but only at the written direction of an Authorized Officer on or prior to the forty-fifth (45th) day preceding the date of redemption, call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption, from moneys on deposit in a Series Redemption Account such amount of Authorized Denominations of Bonds of such Series then subject to optional redemption as, with the redemption premium, if any, will exhaust such amount as nearly as may be practicable. Such redemption shall be made pursuant to the provisions of Article III. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption.
Purchase of Bonds of a Series. The District may purchase Bonds of a Series then Outstanding at any time, whether or not such Bonds shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, having regard to maturity, option to redeem, rate and price, such price not to exceed the principal of such Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the Owners of such Bonds under the provisions of this Master Indenture and the Supplemental Indenture pursuant to which such Series of Bonds was issued if such Bonds were called for redemption on such date. Before making each such purchase, the District shall file with the Trustee a statement in writing directing the Trustee to pay the purchase price of the Bonds of such Series so purchased upon their delivery and cancellation, which statement shall set forth a description of such Bonds, the purchase price to be paid therefor, the name of the seller and the place of delivery of the Bonds. The

Trustee shall pay the interest accrued on such Bonds to the date of delivery thereof from the related Series Interest Account and the principal portion of the purchase price of Serial Bonds from the related Series Principal Account, but no such purchase shall be made after the Record Date in any Bond Year in which Bonds have been called for redemption. To the extent that insufficient moneys are on deposit in a related Series Interest Account to pay the accrued interest portion of the purchase price of any Bonds or in a related Series Principal Account to pay the principal amount of the purchase price of any Serial Bond, the Trustee shall transfer into such Accounts from the related Series Revenue Account sufficient moneys to pay such respective amounts. In the event that there are insufficient moneys on deposit in the related Series Principal Account with which to pay the principal portion of the purchase price of any Term Bonds, the Trustee may, at the written direction of the District, transfer moneys into such related Series Principal Account from the related Series Revenue Account to pay the principal amount of such purchase price, but only in an amount no greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year calculated after giving effect to any other purchases of Term Bonds during such Bond Year. The Trustee may pay the principal portion of the purchase price of Bonds from the related Series Redemption Account, but only upon delivery of written instructions from an Authorized Officer of the District to the Trustee accompanied by a certificate of an Authorized Officer: (A) stating that sufficient moneys are on deposit in the Series Redemption Account to pay the purchase price of such Bonds; (B) setting forth the amounts and maturities of Bonds of such Series which are to be redeemed from such amounts; and (C) containing cash flows which demonstrate that, after giving effect to the purchase of Bonds in the amounts and maturities set forth in clause (B) above, the Pledged Revenues to be received by the District in the current and each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. The Trustee may pay the principal portion of the purchase price of any Term Bonds from the related Series Principal Account, but only Term Bonds of a maturity having Amortization Installments in the current Bond Year and in the principal amount no greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year (calculated after giving effect to any other purchases of Term Bonds during such Bond Year). The Trustee may pay the principal portion of the purchase price of Term Bonds having maturities different from or in amounts greater than set forth in the next preceding sentence from amounts on deposit in the related Series Principal Account and the Trustee may transfer moneys from the related Series Revenue Account to the related Series Principal Account for such purpose, but only upon delivery of written instructions from an Authorized Officer to the Trustee accompanied by a certificate of an Authorized Officer: (X) stating that sufficient moneys are on deposit in the Series Principal Account, after giving effect to any transfers from the related Series Revenue Account, to pay the principal portion of the purchase price of such Term Bonds; (Y) setting forth the amounts and maturities of Term Bonds of such Series

which are to be redeemed from such amounts and the Amortization Installments against which the principal amount of such purchases are to be credited; and (Z) containing cash flows which demonstrate that, after giving effect to the purchase of Term Bonds in the amounts and having the maturities and with the credits against Amortization Installments set forth in clause (Y) above and any transfers from the related Series Revenue Account, the Pledged Revenues to be received by the District in the current and in each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. If any Bonds are purchased pursuant to this subsection (b), the principal amount of the Bonds so purchased shall be credited as follows:
if the Bonds are to be purchased from amounts on deposit in the Series Prepayment Subaccount of a Series Redemption Account, against the principal coming due or Amortization Installments set forth in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or
if the Bonds are Term Bonds of a Series, against the Amortization Installments for Bonds of such Series first coming due in the current Bond Year or, if such Term Bonds so purchased are to be credited against Amortization Installments coming due in any succeeding Bond Year, against the Amortization Installments on Term Bonds of such Series maturing on the same date and designated in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or
against the principal or Maturity Amount of Serial Bonds coming due on the maturity date of such Serial Bonds.
Section 507.	Rebate Fund.
Creation. There is created and established by Section 502 hereof a Rebate Fund, and within the Rebate Fund a Series Rebate Account for each Series of Tax Exempt Bonds. Moneys deposited and held in the Rebate Fund shall not be subject to the pledge of this Master Indenture.
Payment to United States. The Trustee shall pay to the District  upon written request of the District, the Rebate Amount required to be paid to the United States at the times, in the manner and as calculated in accordance with the Supplemental Indenture related to a Series of Tax Exempt Bonds. The Trustee shall have no responsibility for computation of the Rebate Amount and instead the District shall cause the Rebate Amount to be calculated by the Rebate Analyst and shall cause the Rebate Analyst to deliver such computation to the Trustee as provided in the Supplemental Indenture related to a Series of Tax Exempt Bonds but before the date of any required payment of the Rebate Amount to the Internal

Revenue Service. The fees of, and expenses incurred by, the Rebate Analyst in computing the Rebate Amount shall be paid by the District, which amount shall be treated as administrative and operating expenses of the District payable or reimbursable from the Series Revenue Account in accordance with Section 505(b) hereof.
Deficiencies. If the Trustee does not have on deposit in the Series Rebate Account sufficient amounts to make the payments required by this Section 507, the District shall pay, from any legally available source, the amount of any such deficiency to the United States as provided in paragraph (b) above.
Survival. The covenants and agreements of the District in  this Section 507 and Section 809, and, any additional covenants related to compliance with provisions necessary in order to preserve the exclusion of interest on the Tax Exempt Bonds of a Series from gross income for federal income tax purposes shall survive the defeasance of the Bonds of such Series in accordance with Article XII hereof.
Section 508. Investment of Funds and Accounts. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, moneys held for the credit of the Accounts for such Series of Bonds shall be invested as hereinafter in this Section 508 provided.
Series Acquisition and Construction Account, Series Revenue Account and Series Debt Service Account.  Moneys held for the credit of a  Series Acquisition and Construction Account, a Series Revenue Account, and a Series Debt Service Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer, which Investment Obligations shall mature, or shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates, as estimated by an Authorized Officer, when moneys held for the credit of each such Account will be required for the purposes intended.
Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer.
Investment Obligations as a Part of Funds and Accounts. Investment Obligations purchased as an investment of moneys in any Fund or Account shall be deemed at all times to be a part of such Fund or Account, and the interest accruing thereon and profit realized from such investment shall be credited as provided in Section 510 hereof. Any loss resulting from such investment shall be charged to such Fund or Account. The foregoing notwithstanding, for purposes of investment and to the extent permitted by law, amounts on deposit in any Fund or

Account may be commingled for purposes of investment, provided adequate care is taken to account for such amounts in accordance with the prior sentence. The Trustee may, upon the written direction of an Authorized Officer, transfer investments within such Funds or Accounts without being required to sell such investments. The Trustee shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary so to do in order to provide moneys to meet any payment or transfer from any such Fund or Account. The Trustee shall not be liable or responsible for any loss resulting from any such investment or for failure to make an investment (except failure to make an investment in accordance with the written direction of an Authorized Officer) or for failure to achieve the maximum possible earnings on investments. The Trustee shall have no obligation to invest funds without written direction from an Authorized Officer.
Valuation. In computing the value of the assets of any Fund or Account, investments and earnings thereon shall be deemed a part thereof. The Trustee shall value the assets in each of the Funds and Accounts established hereunder as of September 30 of each Fiscal Year, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the District a report of the status of each Fund and Account as of the valuation date. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exception of a Series Reserve Account, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the Redemption Price thereof, to the extent that any such obligation is then redeemable at the option of the holder. For the purpose of determining the amount on deposit to the credit of a Series Reserve Account, obligations in which money in such Account shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purchased at other than par, plus, in each case, accrued interest. Amortized cost, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (i) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (ii) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price.
Section 509. Deficiencies and Surpluses  in  Funds  and  Accounts. For purposes of this Section 509, (a) a "deficiency" shall mean, in the case of a Series Reserve Account, that the amount on deposit therein is less than the Series Reserve Account Requirement (but only after the Bond Year in which the amount on deposit therein first equals the Series Reserve Account Requirement), and (b) a "surplus"

shall mean in the case of a Series Reserve Account, that the amount on deposit therein is in excess of the applicable Series Reserve Account Requirement.
At the time of any withdrawal from a Series Reserve Account that results in a deficiency therein, the Trustee shall promptly notify the District of the amount of any such deficiency and the Trustee shall withdraw the amount of such deficiency from the related Series Revenue Account and, if amounts on deposit therein are insufficient therefor, the District shall pay the amount of such deficiency to the Trustee, for deposit in such Series Reserve Account, from the first legally available sources of the District.
The Trustee, as of the close of business on the last Business Day in each Bond Year, after taking into account all payments and transfers made as of such date, shall compute, in the manner set forth in Section 508(d), the value of the Series Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such Series Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the Series Reserve Account, from any legally available sources of the District. The Trustee, as soon as practicable after such computation, shall deposit any surplus, at the direction of an Authorized Officer, to the credit of the Series Redemption Account or the Series Principal Account, or as otherwise provided in the related Supplemental Indenture.
Section 510. Investment Income. Unless otherwise provided in a Supplemental Indenture, earnings on Investments in a Series Acquisition and Construction Account, a Series Interest Account and a Series Revenue Account shall be deposited, as realized, to the credit of such Account and used for the purpose of such Account. Unless otherwise provided in a Supplemental Indenture, earnings on investments in a Series Principal Account and Redemption Account shall be deposited, as realized, to the credit of such Series Interest Account and used for the purpose of such Account.
Earnings on investments in a Series Reserve Account shall unless otherwise provided in a Supplemental Indenture be disposed of as follows:
if there was no deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in the Series Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series Reserve Account since such date, then earnings on investments in the Series Reserve Account shall be deposited to the Series Revenue Account.
if there was a deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in the Series Reserve Account were valued by the Trustee, or if after such date

withdrawals have been made from the Series Reserve Account and have created such a deficiency, then earnings on investments in the Series Reserve Account shall be deposited to the Series Reserve Account until the amount on deposit therein equals the Series Reserve Account Requirement and thereafter shall be deposited to the Series Revenue Account.
Section 511. Cancellation of Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be canceled upon the payment, redemption or purchase of such Bonds. All Bonds canceled under any of the provisions of this Master Indenture shall be destroyed by the Paying Agent, which shall upon request of the District execute a certificate in duplicate describing the Bonds so destroyed. One executed certificate shall be filed with the Trustee and the other executed certificate shall be retained by the Paying Agent.

ARTICLE VI CONCERNING THE TRUSTEE
Section 601. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article, to all of which the parties hereto and the Owners agree. The Trustee shall have only those duties expressly set forth herein, and no duties shall be implied against the Trustee.
Section 602. No Responsibility for Recitals. The recitals, statements  and representations in this Master Indenture, in any Supplemental Indenture or in the Bonds, save only the Trustee's authentication certificate, if any, upon  the Bonds, have been made by the District and not by the Trustee, and the Trustee shall be under no responsibility for the correctness thereof.
Section 603. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Gross Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of counsel concerning all questions hereunder, and the Trustee shall not be answerable for the default or misconduct of any attorney, agent or employee selected by it with reasonable care. In performance of its duties hereunder, the Trustee may rely on the advice of counsel and shall not be held liable for actions taken in reliance on the advice of counsel. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture or any Supplemental Indenture nor for anything whatsoever in connection with the trust hereunder, except only its own gross negligence or willful misconduct.
Section 604. Compensation and Indemnity. The District shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses

of Trustee's counsel, and to the extent permitted under State law shall indemnify the Trustee and hold the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder except with respect to its own negligence or misconduct. The Trustee shall have no duty in connection with its responsibilities hereunder to advance its own funds nor shall the Trustee have any duty to take any action hereunder without first having received indemnification satisfactory to it. If the District defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys received or held by the Trustee under this Master Indenture or any Supplemental Indenture and payable to the District other than moneys from a Credit Facility or Liquidity Facility. This provision shall survive termination of this Master Indenture and any Supplemental Indenture, and as to any Trustee, its resignation or removal thereof. As security for the foregoing, the District hereby grants to the Trustee a security interest in and to the amounts of deposit in all Series Funds and Accounts (other than the Rebate Fund) thereby, in effect, granting the Trustee a first charge against these moneys following an Event of Default for its fees and expenses (including legal counsel and default administration costs and expenses), subordinate and inferior to the security interest granted to the Owners of the Bonds from time to time secured thereby, but nevertheless payable in the order of priority as set forth in Section 905(a) upon the occurrence of an Event of Default.
Section 605. No Duty to Renew Insurance.  The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the District to require or effect or renew insurance or to report or file claims of loss thereunder.
Section 606. Notice of Default; Right  to  Investigate.  The  Trustee shall give written notice, as soon as practicable, by first-class mail to registered Owners of Bonds of all defaults of which the Trustee has actual knowledge, unless such defaults have been remedied (the term "defaults" for purposes of this Section 606 and Section 607 being defined to include the events specified as "Events of Default" in Section 902 hereof, but not including any notice or periods of grace provided for therein) or if the Trustee, based upon the advice of counsel upon which the Trustee is entitled to rely, determines that the giving of such notice is not in the best interests of the Owners of the Bonds. The Trustee will be deemed to have actual knowledge of any payment default under this Master Indenture or under any Supplemental Indenture and after receipt of written notice thereof by a Credit Facility issuer or Liquidity Facility issuer of a default under its respective reimbursement agreement, but shall not be deemed to have actual knowledge of any other default unless notified in writing of such default by the Owners of at least 25% in aggregate principal amount of the Bonds then Outstanding. The Trustee may, however, at any time require of the District full information as to the performance of any covenant hereunder; and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the District, an investigation into the affairs of the District.

Section 607. Obligation to Act on Default. Before taking any action  under this Master Indenture or any Supplemental Indenture in respect of an Event of Default, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability resulting from its own gross negligence  or willful misconduct in connection with any such action.
Section 608. Reliance by Trustee. The Trustee may act on  any requisition, resolution, notice, telegram, request, consent, waiver, opinion, certificate, statement, affidavit, voucher, bond, or other paper or document or telephone message which it in good faith believes to be genuine and to have been passed, signed or given by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture or any Supplemental Indenture, and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.
Section 609.  Trustee May Deal in Bonds.  The Trustee may in good   faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owners may be entitled to take with like effect as if the Trustee were not a party to this Master Indenture or any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the District.
Section 610. Construction of Ambiguous Provision. The Trustee may construe any ambiguous or inconsistent provisions of this Master Indenture or any Supplemental Indenture and any construction by the Trustee shall be binding upon the Owners. The Trustee shall give prompt written notice to the District of any intention to make such construal.
Section 611. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture by written resignation filed with the Secretary of the District not less than sixty (60) days before the date when such resignation is to take effect; provided that notice of such resignation shall be sent by first-class mail to each Owner as its name and address appears on the Bond Register and to any Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within sixty (60) days after the Trustee has given its notice of resignation, the Trustee may petition any court of

competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed.
Section 612. Removal of Trustee. Any Trustee hereunder may be  removed at any time by an instrument appointing a successor to the Trustee so removed, upon application of the District; provided, however, that if an Event of Default has occurred hereunder and is continuing with respect to a Series of Bonds, then the Trustee hereunder may be removed only by an instrument appointing a successor to the Trustee so removed executed by the Majority Owners of the Series of Bonds as to which such Event of Default exists and filed with the Trustee and the District.
The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Master Indenture or any Supplemental Indenture with respect to the duties and obligations of the Trustee, by any court of competent jurisdiction upon the application of the District; provided that no Event of Default has occurred hereunder and is continuing, or upon the application of the Owners of not less than 20% in aggregate principal amount of the Bonds then Outstanding.
Section 613. Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the District shall appoint a successor and shall mail notice of such appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first- class mail to each Owner as its name and address appears on the Bond Register, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer; provided, however, that the District shall not appoint a successor Trustee if an Event of Default has occurred and is continuing, unless the District shall have received the prior written consent, which consent shall not be unreasonably withheld, of any Credit Facility issuer and any Liquidity Facility issuer, to the appointment of such successor Trustee. If an Event of Default has occurred hereunder and is continuing and the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and a successor may be appointed by any court of competent jurisdiction upon the application of the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding and such successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first- class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.

Section 614. Qualification of Successor Trustee. A successor Trustee shall be a national bank with trust powers or a bank or trust company with trust powers, having a combined net capital and surplus of at least $50,000,000.
Section 615. Instruments of Succession. Except as provided in Section 616 hereof, any successor Trustee shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. After withholding from the funds on hand any amounts owed to itself hereunder, the Trustee ceasing to act hereunder shall pay over to the successor Trustee all moneys held by it hereunder; and the Trustee ceasing to act and the District shall execute and deliver an instrument or instruments transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act except for the rights granted under Section 604 hereof. The successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first- class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.
Section 616. Merger of Trustee.  Any  corporation  into  which  any Trustee hereunder may be merged or with which it may be consolidated or into which all or substantially all of its corporate trust assets shall be sold or its operations conveyed, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the successor Trustee under this Master Indenture, without the execution or filing of any paper or any further act on the part of the parties thereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 614 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article VI.
Section 617. Resignation of Paying Agent or Bond Registrar. The Paying Agent or Bond Registrar may resign and be discharged of the duties created by this Master Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the District and the Trustee not less than sixty (60) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation mailed not less than sixty (60) days prior to such resignation date to each Owner as its name and address appear on the registration books of the District maintained by the Bond Registrar. Such resignation shall take effect on the date specified in such notice, unless a successor Paying Agent or Bond Registrar is previously appointed in which event such resignation shall take effect

immediately upon the appointment of such successor Paying Agent or Bond Registrar. If the successor Paying Agent or Bond Registrar shall not have been appointed within a period of sixty (60) days following the giving of notice, then the Trustee may appoint a successor Paying Agent or Bond Registrar as provided in Section 619 hereof.
Section 618. Removal of Paying Agent or  Bond  Registrar.  The  Paying Agent or Bond Registrar may be removed at any time prior to any Event of Default by the District by filing with the Paying Agent or Bond Registrar to be removed and the Trustee, an instrument or instruments in writing executed by an Authorized Officer appointing a successor. Such removal shall be effective thirty
days after delivery of the instrument (or such longer period as may be set forth in such instrument); provided, however, that no such removal shall be effective until the successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder.
Section 619. Appointment of Successor Paying Agent or Bond Registrar. In case at any time the Paying Agent or Bond Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Bond Registrar, as the case may be, and a successor shall be appointed by the District; and in case at any time the Paying Agent or Bond Registrar shall resign, then a successor shall be appointed by the District. Upon any such appointment, the District shall give written notice of such appointment to the predecessor Paying Agent or Bond Registrar, the successor Paying Agent or Bond Registrar, the Trustee and all Owners. Any new Paying Agent or Bond Registrar so appointed shall immediately and without further act supersede the predecessor Paying Agent or Bond Registrar.
Section 620. Qualifications of Successor Paying Agent or Bond Registrar. Every successor Paying Agent or Bond Registrar shall (a) be a commercial bank or trust company duly organized under the laws of the United States or any state or territory thereof, authorized by law to perform all the duties imposed upon it by this Master Indenture, and capable of meeting its obligations hereunder, and (b) have a combined net capital and surplus of at least $50,000,000.
Section 621. Acceptance of Duties by Successor Paying Agent or Bond Registrar. Except as provided in Section 622 hereof, any successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Bond Registrar, without any further act, deed or conveyance, shall become duly vested with all the estates property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if

originally named Paying Agent or Bond Registrar herein. Upon request of such Paying Agent or Bond Registrar, such predecessor Paying Agent or Bond Registrar and the District shall execute and deliver an instrument transferring to such successor Paying Agent or Bond Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Bond Registrar and such predecessor Paying Agent or Bond Registrar shall pay over and deliver to the successor Paying Agent or Bond Registrar all moneys and other assets at the time held by it hereunder.
Section 622. Successor by Merger or Consolidation. Any corporation into which any Paying Agent or Bond Registrar hereunder may be merged or converted or with which it may be consolidated or into which substantially all of its corporate trust assets shall be sold or otherwise conveyed, or any corporation resulting from any merger or consolidation to which any Paying Agent or Bond Registrar hereunder shall be a party, shall be the successor Paying Agent or Bond Registrar under this Master Indenture without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Master Indenture to the contrary notwithstanding.
Section 623. Brokerage Statements. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.
Section 624. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person’s formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
Section 701. Trust Funds. Subject to the provisions of Section 604 and Section 905(a) hereof, all amounts on deposit in Funds or Accounts for the benefit of a Series of Bonds shall:

be used only for the purposes and in the manner herein and in the Supplemental Indenture relating to such Series of Bonds provided and, pending such application, be held by the Trustee in trust for the benefit of the Owners of such Series of Bonds;
be irrevocably pledged to the payment of such Series of Bonds, except for amounts on deposit in the Series Rebate Account in the Rebate Fund;
be held and accounted for separate and apart from all other Funds and Accounts, including Accounts of other Series of Bonds, and other funds and accounts of the Trustee and the District;
until applied for the purposes provided herein, be subject to a first lien in favor of the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, which lien is hereby created, prior and superior to all other liens now existing or hereafter created, and, to a second lien in favor of the Trustee, as security for the reasonable compensation for the services of the Trustee hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, subordinate and inferior to the security interest granted to the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, but nevertheless payable in the order of priority as set forth in Section 905(a) hereof upon the occurrence of an Event of Default; and
shall not be subject to lien or attachment by any creditor of the Trustee or any creditor of the District or any other Series of Bonds other than the Owners of such Series of Bonds and the issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds.

ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
Section 801. Payment of Bonds. The District shall duly and punctually pay or cause to be paid, but only from the Series Trust Estate with respect to each Series of Bonds, Debt Service on the dates, at the places, and in the amounts stated herein, in any Supplemental Indenture, and in the Bonds of such Series.
Section 802. Extension of Payment of Bonds. Except as provided in Section 901 hereof, the District shall not directly or indirectly extend the time for payment of the interest on any Bonds. The time for payment of Bonds of any Series shall be the time prescribed in the Supplemental Indenture relating to such Series of Bonds.

Section 803. Further Assurance.  At any and all times the District shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the District may become bound to pledge or assign after the date of execution of this Master Indenture.
Section 804. Power to Issue Bonds and Create a Lien. The District hereby represents to the Trustee and to the Owners that it is and will be duly authorized under all applicable laws to issue the Bonds of each Series, to execute this Master Indenture, to adopt Supplemental Indentures, and to pledge its moneys, securities and funds in the manner and to the extent provided herein. Except as provided herein, the District hereby represents that such moneys, securities and funds of the District are and will be free and clear of any pledge, lien, charge or encumbrance thereon and all action on the part of the District to that end has been and will be duly and validly taken. The Bonds of each Series, this Master Indenture and any Supplemental Indenture are and will be the valid and legally enforceable obligations of the District, enforceable in accordance with their terms except to the extent that enforcement thereof may be subject to bankruptcy and other similar laws affecting creditors' rights generally. The District shall at all times, to the extent permitted by law, defend, preserve and protect the pledge and lien created by this Master Indenture and all the rights of the Owners hereunder against all claims and demands of all other persons whomsoever.
Section 805. Power to Undertake Series Projects and to Collect Pledged Revenues. The District has or will have upon the date of issuance of  each Series of Bonds, and will have so long as any Bonds are Outstanding, good right and lawful power: (a) to undertake the Series Projects, or it will take such action on its part required which it deems reasonable in order to obtain licenses, orders, permits or other authorizations, if any, from any agency or regulatory body having lawful jurisdiction which must be obtained in order to undertake such Series Project; and (b) to fix, levy and collect or cause to be collected any and all Pledged Revenues.
Section 806. Sale of Series Projects. The District covenants that, until such time as there are no Bonds of a Series Outstanding, it will not sell, lease or otherwise dispose of or encumber the related Series Project or any part thereof other than as provided herein. The District may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by the District in connection with a Series Project, or any materials used in connection therewith, if the District shall determine that such articles are no longer needed or are no longer useful in connection with the acquisition, construction, operation or maintenance of a Series Project, and the proceeds thereof

may be applied to the replacement of the properties so sold or disposed of and, if not so applied, shall be deposited to the credit of the related Series Acquisition and Construction Account or, after the Date of Completion of the Series Project, shall be applied as provided in the corresponding Supplemental Indenture. The District may from time to time sell or lease such other property forming part of a Series Project which it may determine is not needed or serves no useful purpose in connection with the maintenance and operation of such Series Project, if the Consulting Engineer shall in writing approve such sale or lease; the proceeds of any such sale shall be disposed of as hereinabove provided for the proceeds of the sale or disposal of movable property. The proceeds of any lease as described above shall be applied as provided in the corresponding Supplemental Indenture.
Notwithstanding the foregoing, the District may: (a) dispose of all or any part of a Series Project, other than a Series Project the revenues to be derived from the operation of which are pledged to a Series of Bonds, by gift or dedication thereof to any unit of local government, or to the State or any agency or instrumentality of either of the foregoing or the United States Government; and/or (b) impose, declare or grant title to or interests in the Series Project or a portion or portions thereof in order to create ingress and egress rights and public and private utility easements as the District may deem necessary or desirable for the development, use and occupancy of the property within the District; and/or (c) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Projects.
Section 807. Completion and Maintenance of Series Projects. The District shall complete the acquisition and construction of a Series Project with all practical dispatch and in a sound and economical manner. So long as any Series Project is owned by the District, the District shall maintain, preserve and keep the same or cause the same to be maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or cause to be made, all necessary and proper repairs, replacements and renewals so that at all times the operation thereof may be properly and advantageously conducted.
Section 808.	Accounts and Reports.
Annual Report. The District shall, within thirty (30) days of receipt and approval by the District, so long as any Bonds are Outstanding, deliver to each Requesting Owner (hereinafter defined), and otherwise as provided by law, a copy of its annual audit for such year, accompanied by an Accountant's Certificate, including (i) statements in reasonable detail of its financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year, and (ii) statements of all receipts and disbursements of the Pledged Revenues of each Series of Bonds (unless the Pledged Revenues of such Series are remitted directly to the Trustee). The Trustee shall, within ninety (90) days after the close of each Fiscal

Year so long as any Bonds are Outstanding, file with the District a summary with respect to each Fund and Account of the deposits thereto and disbursements therefrom during such Fiscal Year and the amounts held therein at the end of such Fiscal Year, or at the option of the Trustee, such summary can be made on a monthly basis. For purposes of the foregoing, the term "Requesting Owner" shall mean the Owner (or Beneficial Owner in the case of book-entry Bonds) of more than
$1,000,000 aggregate principal amount of any Series of Bonds who requests such information in writing to the District.
No Default Certificate. The District shall file with the Trustee, so long as any Bonds are Outstanding, a certificate of an Authorized Officer upon the occurrence of an Event of Default as described in Section 902(g) hereof, such certificate to contain a description of the nature of such Event of Default and  actions taken or to be taken to remedy such Event of Default.
Inspection. The reports, statements and other documents required to be furnished by the District to the Trustee and by the Trustee to the District pursuant to any provisions hereof shall be available for inspection by any Owner at the designated corporate trust office of the Trustee upon the giving of at least five
(5) days advance written notice to the Trustee.
Reports Pursuant to Uniform Special District Accountability Act of 1989. The District covenants and agrees that it will comply with the provisions of Chapter 189.01 et seq., Florida Statutes, the Uniform Special District Accountability Act of 1989, to the extent applicable to the District, including any reporting requirements contained therein which are applicable to the District. The District may contract with a service provider selected by the District to ensure such compliance.
Section 809. Arbitrage and Other Tax Covenants. The District hereby covenants that it will not take any action, and will not fail to take any action, which action or failure would cause the Tax Exempt Bonds to become "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986. The District further covenants that it will take all such actions after delivery of any Tax Exempt Bonds as may be required in order for interest on such Tax Exempt Bonds to remain excludable from gross income (as defined in Section 61 of the Internal Revenue Code of 1986) of the Owners. Without limiting the generality of the foregoing, the District hereby covenants that it will to the extent not remitted by the Trustee from funds held in the Rebate Account, remit to the United States the Rebate Amount at the time and place required by this Master Indenture, any Supplemental Indenture, and the Tax Regulatory Covenants.
Section 810. Enforcement of Payment  of  Assessment.  The  District will assess, levy, collect or cause to be collected and enforce the payment of Assessments, Benefit Special Assessments, and/or any other sources which

constitute Pledged Revenues for the payment of any Series of Bonds in the manner prescribed by this Master Indenture, any Supplemental Indenture and all resolutions, ordinances or laws thereunto appertaining at times and in amounts as shall be necessary in order to pay, when due, the principal of and interest on the Series of Bonds to which such Pledged Revenues are pledged, and to pay or cause to be paid the proceeds of such Assessments as received to the Trustee in accordance with the provisions hereof.
Section 811. Method of Collection of Assessments and  Benefit Special Assessments. The District shall levy and collect Assessments and Benefit Special Assessments in accordance with applicable State law.
Section 812.  Delinquent Assessments.  If the owner of any lot or parcel  of land shall be delinquent in the payment of any Assessment or Benefit Special Assessment, pledged to a Series of Bonds, then such Assessment or Benefit Special Assessments, shall be enforced in accordance with the provisions of Chapters 170 and/or 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, then upon the delinquency of any Assessment or Benefit Special Assessment, the District either on its own behalf, or through the actions of the Trustee may, and shall, if so directed in writing by the Majority Owners of the Bonds of such Series then Outstanding, declare the entire unpaid balance of such Assessment or Benefit Special Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapters 170 and 173, and Section 190.026, Florida Statutes, or otherwise as provided by law. The District further covenants to furnish, at its expense, to any Owner of Bonds of the related Series so requesting, sixty (60) days after the due date of each annual installment, a list of all Delinquent Assessments together with a copy of the District's annual audit, and a list of foreclosure actions currently in progress and the current status of such Delinquent Assessments.
Section 813.  Deposit of Proceeds from Sale of Tax Certificates.  If  any tax certificates relating to Delinquent Assessments which are pledged to a Series of Bonds are sold by the Tax Collector pursuant to the provisions of Section 197.432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Delinquent Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the related Series Revenue Account.

Section 814. Sale of Tax Deed or Foreclosure of Assessment or Benefit Special Assessment Lien. If any property shall be offered for sale for the nonpayment of any Assessment or Benefit Special Assessment, which is pledged to a Series of Bonds, and no person or persons shall purchase such property for an amount less than or equal to the full amount due on the Assessments or Benefit Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the Assessments or Benefit Special Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the Series of Bonds to which such Assessments or Benefit Special Assessments were pledged; provided that the Trustee shall have the right, acting at the direction of the Majority Owners of the applicable Series of Bonds secured by such Assessment or Benefit Special Assessment, but shall not be obligated, to direct the District with respect to any action taken pursuant to this paragraph. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power to lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action as herein provided, the District shall cause written notice thereof to be mailed to any designated agents of the Owners of the related Series of Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it shall give written notice thereof to such representatives. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for the listing for sale of property acquired by it as trustee for the benefit of the Owners of the related Series of Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Bonds of such Series then Outstanding.
Section 815. Other Obligations Payable from  Assessments  or  Benefit Special Assessments. The District will not issue or incur any obligations payable from the proceeds of Assessments or Benefit Special Assessments securing a Series of Bonds nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon such Assessments or Benefit Special Assessments other than the lien of any Subordinate Debt except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to State law.
Section 816. Re-Assessments. If any Assessment or Benefit Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Assessment or Benefit Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment or Benefit Special Assessment when it might have done so, the District shall either: (a) take

all necessary steps to cause a new Assessment or Benefit Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (b) in its sole discretion, make up the amount of such Assessment or Benefit Special Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Assessment or Benefit Special Assessment shall also be annulled, the District shall obtain and make other Assessments or Benefit Special Assessments until a valid Assessment or Benefit Special Assessment shall be made.
Section 817. General.  The District shall do and perform or cause to be  done and performed all acts and things required to be done or performed by or on behalf of the District under law and this Master Indenture, in accordance with the terms of such provisions.
Upon the date of issuance of each Series of Bonds, all conditions, acts and things required by law and this Master Indenture and any Supplemental Indenture to exist, to have happened and to have been performed precedent to and in the issuance of such Series of Bonds shall exist, have happened and have been performed and upon issuance, such Series of Bonds shall be within every debt and other limit prescribed by the laws of the State applicable to the District.
The District shall not enter into any contract or take any action by which the rights of the Trustee or the Owners may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Master Indenture and any Supplemental Indenture. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the District shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require all Series Projects, and all parts thereof owned by the District to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby, and
in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.
Section 818. Continuing Disclosure. The District covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Master Indenture or any Supplemental Indenture, failure of the District or any other obligated person to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder; however, the Trustee may (and, at the request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Bonds of a Series then Outstanding and receipt of indemnity to its satisfaction, shall) or any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the District to comply with its obligations

under this Section 818. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 901.   Extension of Interest Payment.   If the time for payment  of interest of a Bond of any Series shall be extended, whether or not such extension be by or with the consent of the District, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Master Indenture unless the aggregate principal amount of such Bonds then Outstanding and of all accrued interest the time for payment of which shall not have been extended, shall have previously been paid in full.
Section 902. Events of Default. Each of the following events is hereby declared an Event of Default with respect to a Series of Bonds, but no other Series of Bonds unless otherwise provided in the Supplemental Indenture relating to such Series:
Any payment of Debt Service on such Series of Bonds is not made when due;
The District shall for any reason be rendered incapable of fulfilling its obligations hereunder or under the Supplemental Indenture relating to such Series of Bonds;
The District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the related Series Project;
The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;
The District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;
Any portion of the Assessments pledged to a Series of Bonds shall have become Delinquent Assessments and, as the result thereof, the Indenture provides for the Trustee to withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in a Series Reserve Account to pay Debt Service on the corresponding Series of Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the Series Reserve Account to pay Debt Service on the corresponding Series of Bonds);
The District shall default in the due and punctual performance of any of the material covenants, conditions, agreements and provisions contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds on the part of the District to be performed (other than a default in the payment of Debt Service on the related Series of Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds of such Series then Outstanding and affected by such default; and
More than twenty percent (20%) of the Operation and Maintenance Assessments levied by the District on tax parcels subject to Assessments pledged to a Series of Bonds are not paid by the date such are due and payable.
Section 903. Acceleration of Maturities of Bonds of a Series Under Certain Circumstances. Upon the happening and continuance of any Event of Default specified in clauses (a) through (i) of Section 902 above with respect to a Series of Bonds, the Trustee shall, upon written direction of the Majority Owners of the Bonds of such Series then Outstanding, by a notice in writing to the District, declare the aggregate principal amount of all of the Bonds of such Series then Outstanding (if not then due and payable) to be due and payable immediately and, upon such declaration, the same shall become and be immediately due and payable, anything contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture authorizing such Series of Bonds to the contrary notwithstanding; provided, however, that no such declaration of acceleration shall occur in the case of Bonds of a Series secured by Assessments, except to the extent that the Assessments have been accelerated and are currently due and payable in accordance with applicable law; and provided further, however, that if at any time after the aggregate principal amount of the Bonds of any Series then Outstanding

shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Master Indenture or the related Supplemental Indenture, moneys shall have accumulated in the related Series Revenue Account sufficient to pay the principal of all matured Bonds of such Series and all arrears of interest, if any, upon all Bonds of such Series then Outstanding (except the aggregate principal amount of any Bonds of such Series then Outstanding that is only due because of a declaration under this Section 903, and except for the interest accrued on the Bonds of such Series since the last Interest Payment Date), and all amounts then payable by the District hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Paying Agent, and every other default (other than a default in the payment of the aggregate principal amount of the Bonds of such Series then Outstanding that is due only because of a declaration under this Section 903) shall have been remedied, then the Trustee or, if the Trustee is unable or unwilling to act, the Majority Owners of such Series of Bonds then Outstanding not then due except by virtue of a declaration under this Section 903, may, by written notice to the District, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.
Section 904. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 902 above with respect to a Series of Bonds, the Trustee may protect and enforce the rights of the Owners of the Bonds of such Series under State law, and under this Master Indenture, the related Supplemental Indenture and the Bonds of such Series, by such proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein or in the related Supplemental Indenture granted or for the enforcement of any proper legal or equitable remedy, as the Trustee shall deem most effectual to protect and enforce such rights.
The Majority Owners of the Bonds of such Series then Outstanding shall, subject to the requirements of Section 607, have the right, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such directions shall not be in conflict with any rule of law or this Master Indenture and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unduly prejudicial to the rights of the Owners of such Series of Bonds not parties to such direction or would subject the Trustee to personal liability or expense. Notwithstanding the foregoing, the Trustee shall have the right to select and retain legal counsel of its choosing to represent it in any such proceedings. The Trustee may take any other action which is not inconsistent with any direction under this second paragraph of this Section 904.

No Owner of such Series of Bonds shall have any right to pursue any other remedy under this Master Indenture or such Series of Bonds unless: (a) an Event of Default shall have occurred and is continuing; (b) the Majority Owners of the Bonds of such Series then Outstanding have requested the Trustee, in writing, to exercise the powers granted in the first paragraph of this Section 904 or to pursue such remedy in its or their name or names; (c) the Trustee has been offered indemnity satisfactory to it against costs, expenses and liabilities reasonably anticipated to be incurred; (d) the Trustee has declined to comply with such request, or has failed to do so, within sixty (60) days after its receipt of such written request and offer of indemnity; and (e) no direction inconsistent with such request has been given to the Trustee during such 60-day period by the Majority Owners of the Bonds of such Series then Outstanding. The provisions of the immediately preceding sentence of this Section 904 are conditions precedent to the exercise by any Owner of such Series of Bonds of any remedy hereunder. The exercise of such rights is further subject to the provisions of Sections 907, 909, 910 and the second paragraph of this Section 904. No Owner or Owners of such Series of Bonds shall have any right in any manner whatsoever to enforce any right under this Master Indenture, except in the manner herein provided.
The District covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of Delinquent Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, the provisions for the foreclosure of liens of Delinquent Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the Bonds of a Series. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners of the Bonds of a Series and allowed pursuant to federal or State law, the District acknowledges and agrees that (y) upon failure of any property owner to pay an installment of Assessments collected directly by the District when due, that the entire Assessment on the tax parcel as to which such Delinquent Assessment appertains, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and the District shall promptly, but in any event within one hundred twenty (120) days, cause to be brought the necessary legal proceedings for the foreclosure of liens of Delinquent Assessments, including interest and penalties with respect to such tax parcel and (z) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages.
Section 905. Pro Rata Application of Funds Among Owners of a Series of Bonds. Anything in this Master Indenture to the contrary notwithstanding, if at any time the moneys in the Series Funds and Accounts shall not be sufficient to pay Debt Service on the related Series of Bonds when due, such

moneys together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:
Unless the aggregate principal amount of all the Bonds of such Series shall have become due and payable or shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, all such moneys shall be applied:

FIRST: to the payment of any then-due fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid;
SECOND: to payment to the persons entitled thereto of all installments of interest then due and payable on the Bonds of such Series, in the order in which such installments become due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the rates of interest specified in the Bonds of such Series; and
THIRD: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds of such Series which shall have become due (other than Bonds of such Series called for redemption for the payment of which sufficient moneys are held pursuant to this Master Indenture), in the order of their due dates, with interest upon the Bonds of such Series at the rates specified therein from the dates upon which they become due to their payment date, and, if the amount available shall not be sufficient to pay in full the principal of Bonds of such Series due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Owners of the Bonds of such Series entitled thereto without any discrimination or preference except as to any difference in the foregoing rates of interest.
If the aggregate principal amount of all the Bonds of a Series shall have become due and payable in accordance with their terms or shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, all such moneys shall be applied first to the payment of any fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid, and then the payment of the whole amount of principal and interest then due and unpaid upon the Bonds of such Series, without preference or priority of principal or of interest or of any installment of interest over any other, or of any

Bond over any other Bond of such Series, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds of such Series.
If the principal of all the Bonds of a Series shall have been declared due and payable pursuant to the provisions of Section 903 of this Article, and if such declaration shall thereafter have been rescinded and annulled pursuant to the provisions of Section 903 of this Article, then, if the aggregate principal amount of all of the Bonds of such Series shall later become due or be declared due and payable pursuant to the provisions of Section 903 of this Article, the moneys remaining in and thereafter accruing to the related Series Revenue Fund shall be applied in accordance with subsection (b) above.
The provisions of this Section 905 are in all respects subject to the provisions of Section 901 of this Article.
Whenever moneys are to be applied pursuant to this Section 905, such moneys shall be applied by the Trustee at such times as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application. The deposit of such moneys with the Paying Agent shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to any Owner or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies such moneys in accordance with such provisions of this Master Indenture as may be applicable at the time of application. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make payment to any Owner until such Bond shall be surrendered to him for appropriate endorsement.
Section 906. Effect of Discontinuance of Proceedings. If  any proceeding taken by the Trustee or any Owner on account of any default shall have been discontinued or abandoned for any reason, then the District and the Owner shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Owners shall continue as though no such proceeding had been taken.
Section 907. Restriction on Individual Owner Actions. Except as provided in Section 910 below, no Owner of any of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the security of this Master Indenture or any Supplemental Indenture, or to enforce any right hereunder or

thereunder except in the manner herein or therein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Owners of the Bonds of such Series.
Section 908. No Remedy Exclusive. No remedy conferred upon the Trustee or the Owners is intended to be exclusive of any other remedy herein or in any Supplemental Indenture provided, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder.
Section 909. Delay Not a Waiver. No delay or omission of the Trustee or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given to the Trustee and the Owners may be exercised from time to time and as often as may be deemed expedient.
Section 910. Right to Enforce Payment of Bonds. Nothing in  this Article shall affect or impair the right of any Owner to enforce the payment of Debt Service on the Bond of which such person is the registered Owner, or the obligation of the District to pay Debt Service to the Owner at the time and place specified in such Bond.
Section 911. No Cross Default Among Series. The occurrence of an  Event of Default hereunder or under any Supplemental Indenture with respect to any Series of Bonds shall not constitute an Event of Default with respect to any other Series of Bonds, unless the event giving rise to the Event of Default also constitutes an Event of Default hereunder or under the Supplemental Indenture with respect to such other Series of Bonds.
Section 912.    Indemnification.   Other than to make proper draws under a Credit Facility, the Trustee shall be under no obligation to institute any suit or to take any remedial proceeding under this Master Indenture or any Supplemental Indenture or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to advance its own money, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. Notwithstanding the foregoing, the indemnification provided by this Section 912 shall not be applicable in cases of the Trustee’s gross negligence or willful misconduct.
Section 913. Provisions Relating to Bankruptcy or Insolvency of Landowner.
The provisions of this Section 913 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding

or other action by or against any owner of any tax parcel, or tax parcels which are in the aggregate, subject to at least five percent (5%) of the Assessments pledged to the Bonds of a Series then Outstanding (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding").
The District acknowledges and agrees that, although the Bonds of a Series were issued by the District, the Owners of the Bonds of a Series are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In  the event of any Proceeding involving an Insolvent Taxpayer:
the District hereby agrees that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Bonds of a Series then Outstanding, prior to making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of a Series then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following request for consent);
the District hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee;
the District hereby agrees that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of a Series then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following request for consent);
the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Assessments relating to the Bonds of a Series

then Outstanding, would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Assessments relating to the Bonds of a Series then Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer’s exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan  of reorganization or liquidation, or to make any election under Section 1111(b) of the Bankruptcy Code; and
the District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee’s enforcement of the District’s claim and rights with respect to the Assessments relating to the Bonds of a Series then Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right to (A) file a proof of claim with respect to the Assessments pledged to the Bonds of a Series then Outstanding, (B) deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and
(C) defend any objection filed to said proof of claim.
The District acknowledges and agrees that it shall not be a defense to a breach of the foregoing covenants that it has acted on advice of counsel in not complying with the foregoing covenants.
Notwithstanding the provisions of the immediately preceding paragraphs, nothing in this Section 913 shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for Operation and Maintenance Assessments, and the District shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken  by the District in pursuance of its claim for Operation and Maintenance Assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee’s rights or consents with respect to the Assessments relating to the Bonds of a Series then Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose

any relief sought by the Trustee under the authority granted to the Trustee in clause (b)(iv) above.

ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
Section 1001. Execution of Instruments by Owners and Proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Master Indenture or any Supplemental Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by Owners or their attorneys or legal representatives. Proof of the execution of any such instrument shall be sufficient for any purpose of this Master Indenture and shall be conclusive in favor of the District with regard to any action taken by it under such instrument if verified by any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the Trustee or the District in pursuance of such request or consent.
Section 1002. Deposit of Bonds. Notwithstanding the foregoing, neither the District nor the Trustee shall be required to recognize any person as an Owner of any Bond or to take any action at his request unless such Bond shall be deposited with the Trustee.

ARTICLE XI SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Without  Owner  Consent. The Governing Body from time to time may authorize such indentures supplemental hereto or amendatory hereof as shall not be inconsistent with the terms and provisions hereof (which supplemental indenture shall thereafter form a part hereof), without the consent of the Owners, for the following purposes:
to provide for the initial issuance of a Series of Bonds or Refunding Bonds; or

to make any change whatsoever to the terms and provisions of this Master Indenture, but only as such change relates to a Series of Bonds upon the original issuance thereof (or upon the original issuance of Refunding Bonds which defease and discharge the Supplemental Indenture of the Series of Bonds to be refunded) under and pursuant to the terms of the Supplemental Indenture effecting such change; or
to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Master Indenture; or
to grant to the Owners or to the Trustee on behalf of the Owners any additional rights or security that may lawfully be granted; or
to add to the covenants and agreements of the District in this Master Indenture other covenants and agreements thereafter to be observed by the District to the benefit of the Owners of the Bonds then Outstanding; or
to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190, 197 and 298, Florida Statues, or any other Florida Statutes, so long as, in the opinion of counsel to the District, such changes either: (i) do not have a material adverse effect on the Owners of each Series of Bonds to which such changes relate; or (ii) if such changes do have a material adverse effect, that they nevertheless are required to be made as a result of such amendments; or
to modify the provisions of this Master Indenture or any Supplemental Indenture provided that such modification does not, in the written opinion of Bond Counsel, materially adversely affect the interests of the Owners of Bonds then Outstanding, upon which opinion the Trustee may conclusively rely.
Section 1102. Supplemental Indentures With Owner Consent.
Subject to the provisions contained in this Section 1102, and not otherwise, the Majority Owners of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental hereto or amendatory hereof as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the provisions of this Master Indenture; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds then Outstanding and affected by such supplement or amendment,
an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond;

a reduction in the principal, premium, or interest on any Bond;
a preference or priority of any Bond over any other Bond; or
a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture.
In addition to the foregoing, the Majority Owners of any Series of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental to the Supplemental Indenture relating to such Series of Bonds or amendatory thereof, but not hereof, as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the provisions of such Supplemental Indenture or of any indenture supplemental thereto; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds of such Series then Outstanding and affected by such amendment,
an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond of such Series;
a reduction in the principal, premium, or interest on any Bond of such Series;
a preference or priority of any Bond of such Series over any other Bond of such Series; or
a reduction in the aggregate principal amount of the Bonds of such Series required for consent to such indenture supplemental to the Supplemental Indenture.
If at any time the District shall determine that it is desirable to approve any Supplemental Indenture pursuant to this Section 1102, the District shall cause the Trustee to mail, at the expense of the District, notice of the proposed approval to the Owners whose approval is required. Such notice shall be prepared by the District and shall briefly set forth the nature of the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture and shall state that copies thereof are on file with the Secretary for inspection by all affected Owners. The District shall not, however, be subject to any liability to any Owner by reason of its failure to cause the notice required by this Section 1102 to be mailed and any such failure shall not affect the validity of such Supplemental Indenture or indenture supplemental to a Supplemental Indenture when consented to and approved as provided in this Section 1102.

Whenever, at any time within one (1) year after the date of the first mailing of such notice, there shall be delivered to the District an instrument or instruments in writing purporting to be executed by the Owners of the requisite principal amount of the Bonds of such Series then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Governing Body and the Trustee may approve such Supplemental Indenture and cause it to be executed, in substantially such form, without liability or responsibility to any Owner.
Section 1103. Opinion of Bond Counsel With Respect to Supplemental Indenture. In addition to the other requirements herein set forth with respect to Supplemental Indentures or indentures supplemental to a Supplemental Indenture, no such indenture shall be effective unless and until there shall have been delivered to the Trustee the opinion of Bond Counsel to the effect that such indenture is permitted pursuant to this Master Indenture and that such indenture is the valid and binding obligation of the District enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or general equitable principles, upon which opinion the Trustee may conclusively rely. In addition, if such indenture relates to a Series of Tax Exempt Bonds, such opinion shall also state that such indenture will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the related Series of Bonds.
Section 1104. Supplemental Indenture Part of Indenture. Any supplemental indenture executed in accordance with this Article and approved as to legality by counsel to the District shall thereafter, except as otherwise provided therein, form a part of this Master Indenture. Except as applicable only to Bonds of a Series, all of the terms and conditions contained in any such supplemental indenture amendatory of this Master Indenture shall be part of the terms and conditions hereof.
Section 1105. Insurer or Issuer of a Credit Facility or Liquidity Facility as Owner of Bonds.
As long as a Credit Facility or Liquidity Facility securing all or a portion of the Bonds of a Series then Outstanding is in effect and the issuer thereof is not in default of any of its obligations under such Credit Facility or Liquidity Facility, as the case may be, the issuer of the Credit Facility or Liquidity Facility or the Insurer, to the extent so authorized in the applicable Supplemental Indenture, will be deemed to be the Owner of the Bonds of such Series secured by the Credit Facility or Liquidity Facility:

at all times for the purpose of the execution and delivery of a supplemental indenture or of any amendment, change or modification of the Master Indenture or the applicable Supplemental Indenture or the initiation by Owners of any action to be undertaken by the Trustee at the Owner's request, which under the Master Indenture or the applicable Supplemental Indenture requires the written approval or consent of or can be initiated by the Majority Owners of the Bonds of such Series then Outstanding;
at all times for the purpose of the mailing of any notice to Owners under the Master Indenture or the applicable Supplemental Indenture; and
following an Event of Default for all other purposes.
Notwithstanding the foregoing, neither an Insurer nor the issuer of a Credit Facility or Liquidity Facility with respect to a Series of Bonds will be deemed to be an Owner of the Bonds of such Series with respect to any such Supplemental Indenture or of any amendment, change or modification of the Master Indenture which would have the effect of permitting:
a change in the terms of redemption or maturity of any Bonds of a Series then Outstanding or of any installment of interest thereon; or
a reduction in the principal amount or the Redemption Price thereof or in rate of interest thereon; or
reducing the percentage or otherwise affecting the classes of Bonds the consent of the Owners of which is required to effect any such modification or amendment; or
creating any preference or priority of any Bond of a Series over any other Bond of such Series.

ARTICLE XII DEFEASANCE
Section 1201. Defeasance and Discharge of the Lien of this Master Indenture and Supplemental Indentures.
If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon and the obligations under any Letter of Credit Agreement and any Liquidity Agreement, at the times and in the manner stipulated therein and in this Master Indenture and pays or causes to be paid all other moneys owing hereunder and under any Supplemental Indenture (including, without limitation the fees and expenses of the Trustee, including reasonable

counsel fees and expenses), then the lien of this Master Indenture and all covenants, agreements and other obligations of the District to the Owners and the issuer of any Credit Facility or Liquidity Facility shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee upon the request of the District shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee and the Paying Agent shall pay over or deliver, as directed by the District, all moneys or securities held by them pursuant to this Master Indenture which are not required for the payment of principal or Redemption Price, if applicable, on Bonds not theretofore surrendered for such payment or redemption or for payment of obligations under any Letter of Credit Agreement and any Liquidity Agreement. If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Bonds then Outstanding or of a particular maturity, of a particular Series or of any part of a particular maturity or Series, the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Master Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture, and all covenants, agreements and obligations of the District to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Anything to the contrary in this Section 1201 notwithstanding, this Master Indenture shall not be discharged nor shall any Bonds with respect to which moneys or Federal Securities have been deposited in accordance with the provisions of this Section 1201 cease to be entitled to the lien, benefit or security under this Master Indenture, except to the extent that the lien, benefit and security of this Master Indenture and the obligations of the District hereunder shall be limited solely to and such Bonds shall be secured solely by and be payable solely from the moneys or Federal Securities so deposited.
Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit pursuant to this Master Indenture of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in this Section 1201.  All Bonds of any particular maturity or Series then Outstanding shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 1201 if:
in case any of such Bonds are to be redeemed on any date prior to their maturity, the District shall have given to the Trustee or the Bond Registrar irrevocable instructions accepted in writing by the Trustee or the Bond Registrar to mail as provided in Article III notice of redemption of such Bonds on such date;
there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Federal Securities, the principal of

and the interest on which when due shall, as demonstrated in an Accountant's Certificate, provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be;
the District shall have given the Trustee or the Bond Registrar in form satisfactory to it irrevocable instructions to mail, postage prepaid, to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice to the registered Owners of such Bonds and to the Bond Registrar that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 1201 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds; and
an opinion of Bond Counsel to the effect that such defeasance is permitted under this Master Indenture and the Supplemental Indenture relating to the Series of Bonds so defeased and that, in the case of Tax Exempt Bonds, such defeasance will not adversely affect the tax exempt status of such Series of Bonds.
Neither Federal Securities nor moneys deposited with the Trustee pursuant to this Section 1201 nor principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee:
to the extent such cash shall not be required at any time for such purpose as evidenced by an Accountant's Certificate, and to the extent all obligations under any Letter of Credit Agreement and any Liquidity Agreement are satisfied, as determined by an Insurer or an issuer of any Credit Facility or Liquidity Facility securing the Bonds with respect to which such Federal Securities have been so deposited, shall be paid over upon the direction of the District as received by the Trustee, free and clear of any  trust, lien, pledge or assignment securing such Bonds or otherwise existing under this Master Indenture; and
to the extent such cash shall be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds, or

obligations under any Letter of Credit Agreement and any Liquidity Agreement, on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over as received by the Trustee to the District, free and clear of any lien, pledge or security interest securing such Bonds or otherwise existing under this Master Indenture.
For the purposes of this provision, Federal Securities means and includes only such securities which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof.
As to any Variable Rate Bonds, whether discharged and satisfied under the provisions of subsection (a) or (b) above, the amount required for the interest thereon shall be calculated at the maximum rate permitted by the terms of the provisions which authorized the issuance of such Variable Rate Bonds; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Investment Obligations on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and satisfy such Bonds and obligations under any Letter of Credit Agreement and any Liquidity Agreement pursuant to the  provisions of this Section 1201, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Variable Rate Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.
Notwithstanding any of the provisions of this Master Indenture to the contrary, Option Bonds may only be fully discharged and satisfied either pursuant to subsection (a) above or by depositing in the Series Interest Account, the Series Principal Account, the Series Sinking Fund Account and the Series Redemption Account, or in such other accounts which are irrevocably pledged to the payment of the Option Bonds, as the District may create and establish by Supplemental Indenture, moneys which together with other moneys lawfully available therefor shall be sufficient at the time of such deposit to pay when due the maximum amount of principal of and Redemption Price, if any, and interest on such Option Bonds which could become payable to the Owners of such Bonds upon the exercise of any options provided to the Owners of such Bonds; provided however, that if at the time a deposit is made pursuant to this subsection (e) the options originally exercisable by the Owner of an Option Bond are no longer exercisable, such Bond shall not be considered an Option Bond for purposes of this subsection (e). If any portion of the moneys deposited for the payment of the principal of and Redemption Price, if any, and interest on Option Bonds is not required for such purpose and is not needed to reimburse an Insurer or an issuer of any Credit Facility or Liquidity Facility, for obligations under any Letter of Credit Agreement and any Liquidity

Agreement, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing such Option Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.
Anything in this Master Indenture to the contrary notwithstanding, any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bonds became due and payable, shall at the written request of the District be repaid by the Trustee or Paying Agent to the District, as its absolute property and free from trust, and the Trustee or Paying Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Bonds; provided, however, that before being required to make any such payment to the District, the Trustee or Paying Agent shall, at the expense of the District, cause to be mailed, postage prepaid, to any Insurer or any issuer of any Credit Facility or Liquidity Facility, and to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than thirty (30) days after the date of the mailing of such notice, the balance of such moneys then unclaimed shall be returned to the District.
In the event that the principal and Redemption Price, if applicable, and interest due on the Bonds shall be paid by the Insurer pursuant to a municipal bond insurance policy, the assignment and pledge and all covenants, agreements and other obligations of the District to the Owners of such Bonds shall continue to exist and the Insurer shall be subrogated to the rights of such Owners.
Anything in this Master Indenture to the contrary notwithstanding, the provisions of the foregoing subsections (b) through (g) shall apply to the discharge of Bonds of a Series and to the discharge of the lien of any Supplemental Indenture securing such Series of Bonds as though each reference to the "Master Indenture" were a reference to such "Supplemental Indenture" and as though each reference to "Bonds then Outstanding" were a reference to the "Bonds of such Series then Outstanding."
Section 1202. Moneys Held in Trust. All moneys and obligations held by an escrow or paying agent or trustee pursuant to this Section 1202 shall be held in trust and the principal and interest of said obligations when received, and said moneys, shall be applied to the payment, when due, of the principal, interest and premium, if any, of the Bonds to be paid or to be called for redemption.

ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenant. All covenants, stipulations, obligations and agreements of the District contained in this Master Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the District and of the Governing Body of the District to the full extent authorized or permitted by law  and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.
Except as otherwise provided herein, all rights, powers and privileges conferred, and duties and liabilities imposed, upon the District or upon the Governing Body by this Master Indenture shall be exercised or performed by the Governing Body, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governing Body in his or her individual capacity, and neither the members of the Governing Body nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
Section 1302. Manner of Giving Notice to the District and the Trustee. Any notice, demand, direction, request or other instrument authorized or required by this Master Indenture to be given to or filed with the District or the Governing Body or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of this Master Indenture if and when sent by certified mail, return receipt requested:
To the District, addressed to:
Rivers Edge III Community Development District c/o District Manager
Governmental Management Services, LLC 475 West Town Place, Suite 114
St. Augustine, Florida 32092 To the Trustee, addressed to:
U.S. Bank National Association 225 East Robinson Street
Suite 250

Orlando, Florida 32801
Attention: Corporate Trust Department
or to such other address as shall be provided to the other party hereto in writing.
All documents received by the District and the Trustee under this Master Indenture shall be retained in their possession, subject at all reasonable times to the inspection of any Owner and the agents and representatives thereof.
Section 1303. Manner of Giving Notice to the Owners. Any notice, demand, direction, request, or other instrument authorized or required by this Master Indenture to be mailed to the Owners shall be deemed to have been sufficiently mailed if mailed by first class mail, postage pre-paid, to the Owners at their addresses as they appear at the time of mailing on the registration books maintained by the Bond Registrar.
Section 1304. Successorship of District Officers. If the offices of Chairman or Secretary shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the District or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law.
Section 1305. Inconsistent Provisions. All provisions of any resolutions, and parts thereof, which are inconsistent with any of the provisions of this Master Indenture are hereby declared to be inapplicable to this Master Indenture.
Section 1306. Further Acts; Counterparts.  The officers and agents of  the District are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Master Indenture, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Master Indenture.
This Master Indenture and any Supplemental Indenture may be executed in duplicate counterparts each of which shall constitute one and the same agreement.
Section 1307. Headings Not Part of Indenture. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Master Indenture, nor shall they affect its meaning, construction or effect.

Section 1308. Effect of Partial Invalidity. In case any one or more of the provisions of this Master Indenture or of any Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Master Indenture or of the Bonds, but this Master Indenture and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Master Indenture is adopted with the intent that the laws of the State shall govern their construction.
Section 1309. Attorneys' Fees. Any reference herein to the  term "attorneys' fees" or "legal fees" or words of like import shall include but not be limited to fees of legal assistants and paralegals and fees incurred in any and all legal proceedings, including any trial or appellate level proceedings, and any sales tax thereon.

[Remainder of Page Intentionally Left Blank]

Section 1310. Effective Date.  This Master Indenture shall be effective as of the date first above-written.

(SEAL)

ATTEST:

By:			 Secretary/Assistant Secretary

RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

By:			 Chairman/Vice Chairman

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:			 Vice President

EXHIBIT A
FORM OF REQUISITION
The undersigned, an Authorized Officer of Rivers Edge III Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the District to U.S. Bank National Association, Orlando, Florida, as trustee (the "Trustee"), dated as of [Dated Date] (the "Master Indenture"), as amended and supplemented by the [ 	] Supplemental Trust Indenture from the District to  the  Trustee,  dated  as of [ 		] (the Master Indenture as amended and supplemented is hereinafter referred to as the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):
Requisition Number:
Name of Payee:
Amount Payable:
Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments or state Costs of Issuance, if applicable):
Fund, Account or subaccount from which disbursement is to be made: The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the   [ 	] Acquisition and Construction Account and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and/or construction of the [ 	] Project and each represents a Cost of the [ 	] Project, and has not previously been paid out of such Account;
OR

this requisition is for Costs of Issuance payable from the [ 	] Costs of Issuance Account that has not previously been paid out of such Account.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the
Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Originals or copies of the invoice(s) from the vendor of the property acquired or services rendered with respect to which disbursement is hereby requested are on file with the District.

RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

By:		 Authorized Officer

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY
If this requisition is for a disbursement from other than the [ 	] Costs of Issuance Account, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the [ 		] Project and is consistent with (i) the applicable acquisition or construction contract, (ii) the plans and specifications for the portion of  the [ 		] Project with respect to which such disbursement is being made, and (iii) the report of the Consulting Engineer attached as an Exhibit to the [ 	] Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

D.

RESOLUTION 2020-29

A RESOLUTION OF THE BOARD OF SUPERVISORS OF RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; DESIGNATING THE NATURE AND LOCATION OF THE PROPOSED IMPROVEMENTS; DECLARING THE TOTAL ESTIMATED COST OF THE IMPROVEMENTS, THE PORTION TO BE PAID BY ASSESSMENTS, AND THE MANNER AND TIMING IN WHICH THE ASSESSMENTS ARE TO BE PAID; DESIGNATING THE LANDS UPON WHICH THE ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT AND A PRELIMINARY ASSESSMENT ROLL; ADDRESSING THE SETTING OF PUBLIC HEARINGS; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND ADDRESSING CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Rivers Edge III Community Development District (“District”) was established by Ordinance No. 2020-7 of the St. Johns County Board of County Commissioners, effective March 5, 2020, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended, and is located entirely within St. Johns County, Florida; and

WHEREAS, the District is authorized by Chapter 190, Florida Statutes, to finance, fund, plan, establish, acquire, install, equip, operate, extend, construct, or reconstruct roadways, stormwater management/earthwork improvements, landscape, irrigation, conservation and mitigation, street lighting and other infrastructure projects, and services necessitated by the development of, and serving lands within, the District; and

WHEREAS, the District hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements described in the Rivers Edge III Community Development District Master Improvement Plan, dated 	, 2020, attached hereto as Exhibit A and incorporated herein by reference (“Project”); and

WHEREAS, it is in the best interest of the District to pay all or a portion of the cost of the Project by special assessments pursuant to Chapter 190, Florida Statutes (“Assessments”); and

WHEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Project and to impose, levy and collect the Assessments; and

WHEREAS, as set forth in the Rivers Edge III Community Development District Master Special Assessment Methodology Report, dated 	, 2020, attached hereto as Exhibit B and incorporated herein by reference and on file at Governmental Management Services, LLC, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (“District Records Office”), the District hereby finds and determines that:

benefits from the Project will accrue to the property improved,
the amount of those benefits will exceed the amount of the Assessments, and
the Assessments are fairly and reasonably allocated;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

AUTHORITY FOR THIS RESOLUTION; INCORPORATION OF RECITALS. This Resolution is adopted pursuant to the provisions of Florida law, including without limitation Chapters 170, 190 and 197, Florida Statutes. The recitals stated above are incorporated herein and are adopted by the Board as true and correct statements.

DECLARATION OF ASSESSMENTS. The Board hereby declares that it has determined to make all or a portion of the Project and to defray all or a portion of the cost thereof by the Assessments.

DESIGNATING THE NATURE AND LOCATION OF IMPROVEMENTS. The nature and general location of, and plans and specifications for, the Project are described in Exhibit A, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.

DECLARING THE TOTAL ESTIMATED COST OF THE PROJECT, THE PORTION TO BE PAID BY ASSESSMENTS, AND THE MANNER AND TIMING IN WHICH THE ASSESSMENTS ARE TO BE PAID.

The total estimated construction cost of the Project is $46,830,593.11 (“Estimated Cost”).

The Assessments will defray approximately $60,245,000, which is the anticipated maximum par value of any bonds and which includes all or a portion of the Estimated Cost, as well as other financing-related costs, as set forth in Exhibit B.

The manner in which the Assessments shall be apportioned and paid is set forth in Exhibit B, as may be modified by supplemental assessment resolutions. Commencing with the years in which the Assessments are certified for collection, the Assessments shall each be paid in not more than thirty (30) annual installments. The Assessments may be payable at the same time and in the same manner as are ad valorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided,

however, that in the event the uniform non-ad valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law, including but not limited to by direct bill. The decision to collect special assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect special assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.

DESIGNATING THE LANDS UPON WHICH THE ASSESSMENTS SHALL BE LEVIED. The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon such improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

ASSESSMENT PLAT. Pursuant to Section 170.04, Florida Statutes, there is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Project and the estimated cost of the Project, all of which are open to inspection by the public.

PRELIMINARY ASSESSMENT ROLL. Pursuant to Section 170.06, Florida Statutes, the District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District’s preliminary assessment roll.

PUBLIC HEARINGS DECLARED; DIRECTION TO PROVIDE NOTICE OF THE HEARINGS. Pursuant to Sections 170.07 and 197.3632(4)(b), Florida Statutes, among other provisions of Florida law, there are hereby declared two public hearings to be held as follows:
NOTICE OF PUBLIC HEARINGS

DATE:	 	, 2020
TIME:	 	
LOCATION:	RiverTown Amenity Center 156 Landing Street
St. Johns, Florida 32259
The purpose of the public hearings is to hear comment and objections to the proposed special assessment program for District improvements as identified in the preliminary assessment roll, a copy of which is on file and as set forth in Exhibit B. Interested parties may appear at that hearing or submit their comments in writing prior to the hearings at the District Records Office.

At the time of adoption of this Resolution 2020-28 there are currently in place federal, state, and local emergency declarations and orders (“Declarations”). In the event the Declarations remain in effect or if future orders or declarations authorize, the hearing may be conducted remotely, using communications media technology pursuant to Executive Orders 20-52, 20-69 and

20-123, issued by Governor DeSantis, and any extensions or supplements thereof, and pursuant to Section 120.54(5)(b)2., Florida Statutes. Information regarding participation in any remote hearing may be obtained by contacting the District Manager at (904) 940-5850.

Notice of said hearings shall be advertised in accordance with Chapters 170, 190 and 197, Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper of general circulation within St. Johns County (by two publications one week apart with the first publication at least twenty (20) days prior to the date of the hearing established herein). The District Manager shall file a publisher’s affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty
(30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments may be ascertained at the District Records Office. The District Manager shall file proof of such mailing by affidavit with the District Secretary.

PUBLICATION OF RESOLUTION. Pursuant to Section 170.05, Florida Statutes, the District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) weeks) in a newspaper of general circulation within St. Johns County and to provide such other notice as may be required by law or desired in the best interests of the District.

CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

SEVERABILITY. If any section or part of a section of this resolution be declared invalid or unconstitutional, the validity, force, and effect of any other section or part of a section of this resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.

EFFECTIVE DATE. This Resolution shall become effective upon its adoption.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary/Asst. Secretary	Vice/Chairperson, Board of Supervisors

Exhibit A:	Rivers Edge III Community Development District Master Improvement Plan, dated
 	, 2020
Exhibit B:	Rivers Edge III Community Development District Master Special Assessment Methodology Report, dated 	, 2020

Exhibit A
Master Improvement Plan

Exhibit B
Master Special Assessment Methodology Report

SEVENTH ORDER OF BUSINESS

RESOLUTION 2020-30

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT AMENDING RESOLUTION 2020-19 TO RE-SET THE DATE AND TIME OF THE PUBLIC HEARING ON THE PROPOSED BUDGET FOR FISCAL YEAR 2019/2020; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Rivers Edge III Community Development District (“District”) is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements; and

WHEREAS, on April 15, 2020, at a duly noticed public meeting, the District’s Board of Supervisors (“Board”) adopted Resolution 2020-19, approving the proposed budget for Fiscal Year 2019/2020 and setting a public hearing on the proposed budget for June 10, 2020 at 9:30
a.m. to be held pursuant to ZOOM media technology and/or by telephone pursuant to Executive Orders 20-52 and 20-69 issued by Governor DeSantis on March 9, 2020, and March 20, 2020, respectively, and pursuant to Section 120.54(5)(b)2., Florida Statutes; and

WHEREAS, to better accommodate the schedules of the Board Members, the District Manager rescheduled the date of the public hearing to August 19, 2020 at 5:00 p.m. at the RiverTown Amenity Center, 156 Landing Street, St. Johns, Florida 32259, and the District Manager has caused the notice of the public hearing, with the new date to be published in a newspaper of general circulation in St. Johns County, Florida, consistent with the requirements of Chapters 190 and 197, Florida Statutes; and

WHEREAS, the Board desires to ratify the District Manager’s action in re-setting the public hearing.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. RATIFICATION OF PUBLIC HEARING DATE RESET. The actions
of the Board in resetting the public hearing and the District Secretary in publishing the notice of public hearing are hereby ratified. Resolution 2020-19 is hereby amended to reflect that the public hearing as declared in Resolution 2020-19 is re-set to August 19, 2020 at 5:00 p.m.

At the time of adoption of this Resolution 2020-29 there are currently in place federal, state, and local emergency declarations and orders (“Declarations”). In the event the Declarations remain in effect or if future orders or declarations authorize, the hearing may be conducted remotely, using communications media technology pursuant to Executive Orders 20-

52, 20-69 and 20-123, issued by Governor DeSantis, and any extensions or supplements thereof, and pursuant to Section 120.54(5)(b)2., Florida Statutes. Information regarding participation in any remote hearing may be obtained by contacting the District Manager at (904) 940-5850.

SECTION 2. RESOLUTION 2020-19 OTHERWISE REMAINS IN FULL FORCE
AND EFFECT. Except as otherwise provided herein, all of the provisions of Resolution 2020- 19 continue in full force and effect.

SECTION 3. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect upon its passage and adoption by the Board.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

EIGHTH ORDER OF BUSINESS

RESOLUTION 2020-31

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT APPROVING THE PROPOSED BUDGET FOR FISCAL YEAR 2020/2021 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the Rivers Edge III Community Development District (“District”) was recently established by the Board of County Commissioners of St. Johns County, Florida effective March 5, 2020; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the Rivers Edge III Community Development District (“Board”) the proposed operating budget for Fiscal Year 2020/2021; and

WHEREAS, the Board has considered the proposed budget and desires to set the required public hearing thereon.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The operating budget proposed by the District Manager for Fiscal Year 2020/2021 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said budget.

SECTION 2. The public hearing on the approved budget is hereby declared and set for the following date, hour and location:

DATE:	August 19, 2020
HOUR:	5:00 p.m.
LOCATION:	RiverTown Amenity Center
156 Landing Street
St. Johns, Florida 32259

At the time of adoption of this Resolution 2020-30, there are currently in place federal, state, and local emergency declarations and orders (“Declarations”). In the event the Declarations remain in effect or if future orders or declarations authorize, the hearing may be conducted remotely, using communications media technology pursuant to Executive Orders 20-52, 20-69 and 20-123, issued by Governor DeSantis, and any extensions or supplements thereof, and pursuant to Section 120.54(5)(b)2., Florida Statutes. Information regarding participation in any remote hearing may be obtained by contacting the District Manager at (904) 940-5850.

SECTION 3. The District Manager is hereby directed to submit a copy of the proposed budget to St. Johns County at least sixty (60) days prior to the hearing set above.

SECTION 4. In accordance with Section 189.016, Florida Statutes, the District’s Secretary is further directed to post the approved budget on the District's website at least two (2) days before the budget hearing date as set forth in Section 2. If the District does not have its own website, the District’s Secretary is directed to transmit the approved budget to the manager or administrator of Pasco County for posting on its website.

SECTION 5. Notice of this public hearing shall be published in the manner prescribed in Florida law.

SECTION 6. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

Exhibit A: Fiscal Year 2020/2021 Budget

Exhibit A
Fiscal Year 2020/2021 Budget

Rivers Edge 3 Community Development District
Fiscal Year 2021 Proposed Budget

Rivers Edge 3
Community Development District

TABLE OF CONTENTS

General Fund
Budget	Page 1
Narrative	Page 2-3

Rivers Edge 3		
Community Development District		
	
Proposed	
	FY 2021 Budget	

Revenues		
Developer Contributions	$	298,910	
Total Revenues	   $	298,910 	

Expenditures		
Administrative		
Engineering	$	1,875	
Attorney	$	15,000	
Management Fees	$	15,000	
Assessment Administration	$	2,500	
Telephone	$	50	
Postage	$	175	
Printing & Binding	$	250	
Insurance	$	2,877	
Legal Advertising	$	1,500	
Other Current Charges	$	250	
Office Supplies	$	125	
Dues, Licenses & Subscriptions	$	100	
Website design/compliance	$	1,250	
Total Administrative	   $	40,952 	
Field Operations		
Cost Share RE (Landscaping)	$	132,914	
Cost Share RE (Amenity)	$	125,044	
Total Field	   $	257,958 	
Total Expenditures	   $	298,910 	
Excess Revenues (Expenditures)	   $	-		

Rivers Edge III Community Development District
General Fund

REVENUES:

Developer Contributions
The District will enter into a Funding Agreement with the Developer to fund the General Fund expenditures for the Fiscal Year.

EXPENDITURES:

Administrative:

Engineering Fees
The District’s engineering firm, Prosser, Inc, will be providing general engineering services to the District, i.e. attendance and preparation for monthly board meetings, review invoices, etc.

Attorney
The District’s legal counsel, Hopping Green and Sams, will be providing general legal services to the District, i.e. attendance and preparation for monthly meetings, review operating & maintenance contracts, etc.

Management Fees
The District receives Management, Accounting and Administrative services as part of a Management Agreement with Governmental Management Services, LLC. These services are further outlined in Exhibit “A” of the Management Agreement.

Assessment Administration
Annual fee to Governmental Management Services, LLC for preparation of Assessment Roll.

Telephone
Telephone and fax machine.

Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.

Printing & Binding
Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes, etc.

Insurance
The District’s General Liability & Public Officials Liability Insurance policy is with Florida Insurance Alliance (FIA). The amount is based upon prior year’s premiums.

Legal Advertising
The District is required to advertise various notices for Board meetings, public hearings etc. in a newspaper of general circulation.

Rivers Edge III Community Development District
General Fund

Other Current Charges
This includes bank charges and any other miscellaneous expenses that are incurred during the year by the District.

Office Supplies
Miscellaneous office supplies.

Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Department of Community Affairs for
$175. This is the only expense under this category for the District.

Website Design/Compliance
Cost related to District website creation and maintenance, electronic compliance with Florida Statutes and other electronic data requirements.

Field Operations:

Cost Share- Landscaping Rivers Edge
Shared costs with Rivers Edge CDD for landscaping. Cost share is based on future development and estimated costs.

Cost Share- Amenity Rivers Edge
Shared costs with Rivers Edge CDD for amenities. Cost share is based on future development and estimated costs.

NINTH ORDER OF BUSINESS

RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

DISTRICT ENGINEER PROPOSALS COMPETITIVE SELECTION CRITERIA
Ability and Adequacy of Professional Personnel	(Weight: 35 Points)

Consider the capabilities and experience of key personnel within the firm including certification, training, and education; affiliations and memberships with professional organizations; etc.

Consultant’s Past Performance	(Weight: 25 Points)

Past performance for other special districts in other contracts; amount of experience on similar projects; character, integrity, reputation, of respondent; etc.

Geographic Location	(Weight: 20 Points)

Consider the geographic location of the firm’s headquarters, offices and personnel in relation to the project.

Willingness to Meet Time and Budget Requirements	(Weight: 10 Points)

Consider the consultant’s ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.

Certified Minority Business Enterprise	(Weight: 5 Points)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.

Recent, Current and Projected Workloads	(Weight: 5 Points) Consider the recent, current and projected workloads of the firm.

Qualifications for Engineering Services
Rivers Edge Ill 
Community Development District
St. Johns County, Florida

PROSSER'"

Creative Visionaries. Engineering Minds
May 27, 2020

May 27, 2020

Mr. James A. Perry, District Manager
c/o Governmental Management Services, LLC 475 West Town Place, Suite 114
St. Augustine, FL 32092

RE: Letter of Interest
Professional Engineering Services for Rivers Edge III CDD
Dear Mr. Perry:
Thank you for the opportunity to provide this letter of interest to perform engineering services for the Rivers Edge III Community Development District. For over 17 years, Prosser has been serving Community Development Districts in northeast Florida which makes us very familiar with the requirements and unique characteristics of CDD’s.
Prosser, Inc. offers a unique concept that other firms do not - a single source for all your needs from planning through construction close-out. Our team of planners, engineers, landscape architects, and construction managers assures flexibility, ownership, and internal communication, all critical to the success of any project. In addition, our team has planned and designed some of the most unique and creative parks, greenways, marinas, athletic facilities, and residential and commercial developments in the region.
Prosser will dedicate Mr. Ryan Stilwell as the Principal-in-Charge and Project Manager. Mr. Stilwell has extensive experience working with Community Development Districts. Mr. Stilwell has served as the District Engineer for numerous CDD’s in the area, including Rivers Edge CDD, Rivers Edge II CDD, Marshall Creek CDD (Palencia), World Commerce CDD, Heritage Park CDD and Fleming Island Plantation CDD. In most cases, we are involved during the design and permitting of each overall project.
Beyond our strength in experience with CDD’s, Prosser maintains strong relationships with the local public agencies serving the Rivers Edge III CDD such as St. Johns County, JEA, St. Johns River Water Management District, and Florida Department of Transportation.
We strongly feel that we have the background, experience, and personnel available to assist the District in efficiently and effectively managing the issues, challenges, and goals of the CDD. We would like to thank you for this opportunity and look forward to working with you. We offer our commitment to provide you with the highest level of service, quality and expertise.

Sincerely,

Ryan P. Stilwell, P.E. Principal

PROSSER, INC.

13901 Sutton Park Drive South, Suite 200  Jacksonville, Florida 32224-0229  904.739.3655  www.prosserinc.com

ARCHITECT – ENGINEER QUALIFICATIONS	
PART I – CONTRACT-SPECIFIC QUALIFICATIONS	
A. CONTRACT INFORMATION*	
1. TITLE AND LOCATION (City and State)
Engineering Services for Rivers Edge III CDD, St. Johns County, FL
2. PUBLIC NOTICE DATE
May 11, 2020	3. SOLICITATION OR PROJECT NUMBER
Engineering Services for Rivers Edge III Community Development District	
B. ARCHITECT-ENGINEER POINT OF CONTACT	
NAME AND TITLE
  Ryan P. Stilwell, PE, Project Manager	
NAME OF FIRM
Prosser, Inc.
6. TELPHONE NUMBER
904-739-3655	7. FAX NUMBER
904-730-3413	8. E-MAIL ADDRESS
rstilwell@prosserinc.com	
C. PROPOSED TEAM
(Complete this section for the prime contractor and all key subcontractors.)	
	(Check)	9. FIRM NAME	10. ADDRESS	11. ROLE IN THIS CONTRACT	
	PRIME	J-V PARTNER	SUBCON- TRACTOR				

a.	X			Prosser, Inc.

CHECK IF BRANCH OFFICE	13901 Sutton Park Dr. South, Suite 200 Jacksonville, FL 32224	Prime/District Engineer	

b.				

CHECK IF BRANCH OFFICE			

c.				

CHECK IF BRANCH OFFICE			

d.				

CHECK IF BRANCH OFFICE			

e.				

CHECK IF BRANCH OFFICE			
D. ORGANIZATIONAL CHART OF PROPOSED TEAM			 (Attached)	

AUTHORIZED FOR LOCAL REPRODUCTION	STANDARD FORM 330 (8/2016) PAGE 1

0rganizational Chart

Rivers Edge III CDD

PROJECT  MANAGER
Ryan P. Stilwell, PE
Pr n p l

UTILITIES
Jenny Urcan, PE

TRANSPORTATION
Will Lyon, PE
Pr n p l

DRAINAGE
Neal Brockmeier, PE

LANDSCAPE IRRIGATION
Richard Lonergan, RLA

CONSTRUCTION SERVICES
Ryan Weilersbacher

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13.	ROLE	IN	THIS	CONTRACT	14. YEARS EXPERIENCE	
Ryan P. Stilwell, P.E.	Project Manager Sr. Civil Engineer, District Engineer	a. TOTAL
18	b. WITH CURRENT FIRM
18	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
Bachelor of Civil Engineering, Auburn University	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)
Professional Engineer, Florida #66526	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Rivers Edge II Community Development District St. Augustine, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
			2018-present	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Mr. Stilwell has served as District Engineer for Rivers Edge II CDD since the inception of the District.  Under  the direction of Mr. Stilwell, Prosser performs monthly engineering duties including coordination with District staff, cost opinions, reports, planning and design.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Rivers Edge Community Development District St. Augustine, FL		CONSTRUCTION (If applicable)	
		Ongoing	2014-present	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	 Check if project performed with current firm	
	Mr. Stilwell serves as District Engineer to the CDD Board and duties include design, acquisition and turnover of improvements, requisition processing, and assisting Board with ongoing maintenance activities throughout the District.	

c.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Marshall Creek Community Development District St. Johns County, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	1997-ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	 Check if project performed with current firm	
	Mr. Stilwell serves as District Engineer to the CDD and coordinates design, permitting, bidding, and construction activities within the CDD. His role includes attending CDD Board meetings, assisting the Board in making engineering decisions, review and processing requisitions, and construction administration.	

d.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	World Commerce Community Development District St. Johns County, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	2008	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Mr. Stilwell serves as District Engineer to the CDD and coordinates design, permitting, bidding, and construction activities within the CDD. His role includes attending CDD Board meetings, assisting the Board in making engineering decisions, review and processing requisitions, and construction administration.	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Fleming Island Plantation Community Development District
Fleming Island, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	N/A	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Mr. Stilwell serves as District Engineer to the CDD. Duties include review of existing drainage issues, assistance to Board with engineering questions, attendance at monthly Board meetings and assistance with ongoing maintenance activities.	
STANDARD FORM 330 (REV. 8/2016) PAGE 3

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13. ROLE IN THIS CONTRACT	14. YEARS EXPERIENCE	
Jenny L. Urcan, PE	Civil Engineer	a. TOTAL
15	b. WITH CURRENT FIRM
13	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
Bachelor of Science in Engineering, University of Florida	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)
Professional Engineer, Florida #74544	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Fleming Island Plantation Community Development District	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Fleming Island, FL	Ongoing	N/A	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Ms. Urcan serves as a civil engineer for the CDD. Duties include review and assessment of existing infrastructure, review of existing drainage issues and assistance with ongoing maintenance activities.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	St. John’s County School District Professional Services St. Augustine, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	2003-ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	  Check if project performed with current firm	
	Ms. Urcan serves as a civil engineer for the SJCSD Pavement Rehabilitation program. The project involves yearly pavement and drainage analysis and resurfacing for existing school parking areas.	

c.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Clay County Athletic Complex @ Fleming Island	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Clay County, FL	2009	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	  Check if project performed with current firm	
	Ms. Urcan served as a civil engineer for this 45-acre athletic complex. Program elements include competition and recreation level baseball facilities, football/rugby fields and tennis and basketball courts. Additional amenities include picnic areas, pavilions, parking, walking/nature trails and landscaping. Services for the project include program development, design and construction documents and construction services.	

d.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Mayo Clinic Campus Planning		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Duval County, FL	2006	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Ms. Urcan serves as a civil engineer for ongoing campus expansions and improvements. Projects on the campus include additional medical facilities, expanded parking lots, interior roadways and stormwater facility expansions.	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	City of Jacksonville Beach – 4th Ave. South
Duval County, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		2008	2008	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Ms. Urcan served as a civil engineer for an urban redevelopment of 4th Ave. South in Jacksonville Beach. Services included drainage, pavement, parking, sidewalk and landscape improvements and rehabilitation.	
STANDARD FORM 330 (REV. 8/2016) PAGE 4

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13. ROLE IN THIS CONTRACT	14. YEARS EXPERIENCE	
William R. Lyon, P.E	Transportation Engineer	a. TOTAL
15	b. WITH CURRENT FIRM
3	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
Bachelor of Science Civil Engineering, University of North Florida
Bachelor of Science Physics, Jacksonville University	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)
Professional Engineer, Florida #76066	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)
ASHE of Northeast Florida, Vice President , FES Professional Practices Committee Member	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	SR 207 Hastings Trail & Trailhead		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	St. Johns County, FL	2017	2017	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As Engineer of Record, Mr. Lyon was responsible for the Shared Use Path Design and Specifications for this
project consisting of a new trail and trail head in Hastings, FL along SR 207 and included site design and drainage, a restroom building, new utility design and a shared use path design.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Huguenot Memorial Park, Access Road/Alternate Route Jacksonville, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		2018	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	  Check if project performed with current firm	
	Mr. Lyon serves as Engineer of Record on the new alignment that will ultimately serve as the main thoroughfare for beach access through Huguenot Memorial Park, including horizontal/vertical alignment, pavement design, roadside design, stormwater management facilities, side street connections, site grading for
adjacent campsites, maintenance of traffic, signing and pavement markings, and SJRWMD permitting efforts.	

c.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	SR 50 Drainage Improvements Mascotte, FL		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		2017	2017	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	  Check if project performed with current firm	
	Mr. Lyon served as the Project Manager and Engineer of Record for this project consisting of improving a stormwater pond and outfall that is unable to recover after storm events and is flooding adjacent properties.
Responsibilities included Project Management, Roadway Design, TTCP Design, SAPM Design, Drainage Design and managing Plans Production.	

d.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	New World Ave Extension to Chaffee RD		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Jacksonville, FL	2017	2017	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	This project consisted of a 1.75 mile new roadway alignment extension from New World Ave to Chaffee Rd in Jacksonville, FL. It included a new profile and typical section, closed drainage design, new utilities and new
lighting. Responsible for Project Management, Roadway Design, Drainage Design, Lighting Design, Signing and Pavement Marking Design and Specification Package Creation.	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Half Moon Island Park, Turn Lane Improvements
Duval County, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	2019	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	This project includes pavement design, designed driveway connections, analyzed lane closures for MOT and
designed multiple iterations of drainage elements from roadside ditches to roadside ponds incorporating side
drains, RCP, manholes and ditch bottom inlets. As Project Manager, Mr. Lyon is responsible for QA/QC for this project which consists of center-widening a two-lane rural arterial for a new turn lane.	
STANDARD FORM 330 (REV. 8/2016) PAGE 5

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13.	ROLE	IN	THIS	CONTRACT	14. YEARS EXPERIENCE	
Neal Brockmeier, PE	Senior Civil Engineer/ Drainage	a. TOTAL
26	b. WITH CURRENT FIRM
6	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
BS Civil Engineering, Florida State University	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)
Professional Engineer - Florida #54561; Georgia #036512	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.) Has 26 years of engineering experience in drainage, permitting, civil and project management in various types of roadway, municipal, commercial and residential projects. PM Responsibilities include client and subconsultant coordination, preparation of civil design and
construction documents, shop drawing review, QA/QC. Extensive permitting experience with FDEP, FDOT, and SJRWMD.	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Creekside Community Development District @ Twin Creeks	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	St. Johns County, FL	Ongoing	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Brockmeier provided engineering services for this 255-acre single family development located on CR 210
West. He is the CDD District Engineer for the community and developed the original Engineer's Report and Supplemental Reports for estimated costs for infrastructure improvements for bond validation and issuance.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Sandy Creek Community Development District St. Johns County, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Sr. Civil Engineer. Provided engineering services for preparation/provision of engineering studies, design, permitting, annual reports, facility maintenance programs, Public Facility Reports, Plans of Improvement and related Reports of Engineer including cost estimating; bidding and construction phase services to implement a Plan of Improvement for the District. The District boundary is approximately 375 acres and incorporates
conventional neighborhoods within pods or clusters and community recreation areas including a clubhouse.	

c.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Villages of Westport Community Development District Jacksonville, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	 Check if project performed with current firm	
	Provided engineering services for the preparation/provision of engineering studies, engineering design, permitting, required annual reports, facility maintenance programs, Public Facility Reports, Plans of Improvement and related Reports of Engineer including construction cost estimating; bidding and construction phase services for construction activity as is needed in order to implement a Plan of Improvement for the District as completed in the Engineer’s Report. The District boundary is approximately 2,000 acres and
incorporates traditional and conventional neighborhoods within pods or clusters and a village town center area that incorporates retail and office space, light industrial and community recreation areas.	

d.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Cedar Pointe Community Development District Jacksonville, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		Ongoing	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	 Check if project performed with current firm	
	Provided engineering services for the preparation/provision of engineering studies and design, permitting, annual reports, facility maintenance programs, Public Facility Reports, Plans of Improvement and construction cost estimating; bidding and construction phase services for construction activity in order to implement a Plan of Improvement for the District. The District boundary is approximately 226 acres and incorporates single
family neighborhoods and community recreation areas including a clubhouse	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Marshall Creek Community Development District (Palencia),St.
Johns County, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		2000	2002	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	Provided civil engineering services for the design and permitting of a residential subdivision. Infrastructure
that included a “looped” domestic water distribution system, sanitary sewer gravity collection system, County approved local roadways and a wet detention stormwater management facility. Project required coordination with St. Johns River Water Management District and St. Johns County.	

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13.	ROLE	IN	THIS	CONTRACT	14. YEARS EXPERIENCE	
Richard R. Lonergan, RLA	Sr. Landscape Architect	a. TOTAL
34	b. WITH CURRENT FIRM
5	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
Bachelor of Landscape Architecture, State University of New York at Syracuse	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)
Florida, Registered Landscape Architect, RLA # 1550, Georgia # LA 980; North Carolina # LA 1535	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	RiverTown, River House and River Club		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	St. Johns County, FL	2009-Present	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As lead landscape architect, Mr. Lonergan developed the project from design development through construction documents for the landscape and hardscape design. Coordinated with subconsultants for structural, electrical, pool engineering and irrigation design. He also performed the construction administration
during the construction phase.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Nocatee Splash Park Nocatee, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		2008-2009	2010	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As lead landscape architect, Mr. Lonergan developed the project from design development through construction documents for the landscape and hardscape design. Coordinated with subconsultants for structural, electrical, pool engineering and irrigation design. He also performed the construction administration
during the construction phase.	

c.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Estancia Phase I and Amenity Center Wesley Chapel, FL		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		2012-2013	2014	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As lead landscape architect, Mr. Lonergan developed the project from design development through construction documents for the landscape and hardscape design. Coordinated with subconsultants for
structural, electrical, pool engineering and irrigation design. He also performed the construction administration during the construction phase.	

d.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Plantation Oaks Amenity Center		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Oakleaf Plantation, FL	2004	2005	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As lead landscape architect, Mr. Lonergan developed the project from design development through construction documents for the landscape and hardscape design. Coordinated with subconsultants for structural, electrical, pool engineering and irrigation design. He also performed the construction administration
during the construction phase.	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Amelia National Phase I and Amenity Center
Fernandina, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		2005	2006	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE	Check if project performed with current firm	
	As lead landscape architect, Mr. Lonergan developed the project from design development through
construction documents for the landscape and hardscape design. Coordinated with subconsultants for
structural, electrical, pool engineering and irrigation design. He also performed the construction administration during the construction phase.	

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT
(Complete one Section E for each key person)	
12. NAME	13. ROLE IN CONTRACT	THIS	14. YEARS EXPERIENCE	
Ryan Weilersbacher	Construction Administration	a. TOTAL
23	b. WITH CURRENT FIRM
23	
15. FIRM NAME AND LOCATION (City and State)
Prosser, Inc., Jacksonville, FL	
16. EDUCATION (DEGREE AND SPECIALIZATION)
Bachelor of Science, Civil Engineering - University of Florida	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)	
18. OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)	
19. RELEVANT PROJECTS	

a.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Fleming Island Plantation		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Fleming Island, FL	2009-ongoing	2009-ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE		Check if project performed with current firm	
	Construction Project Manager – Coordinated construction and maintenance contracts in addition to administering scope of work on behalf of CDD.	

b.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	St. Johns County School District Professional Services St. Johns County, FL	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		Ongoing since 2008	Ongoing	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE		 Check if project performed with current firm	
	Pavement Rehabilitation. Mr. Weilersbacher was Project Manager responsible for assessing the site
conditions to develop the scope of work, creating the construction plans, bidding those construction plans and administering the construction of the project.	

c.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	World Commerce Parkway St. Augustine, FL		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
		2004	2005	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE		 Check if project performed with current firm	
	Prosser provided engineering services under a continuing services agreement with the World Commerce CDD. Among our various projects for the World Commerce CDD was Commerce Parkway. Weilersbacher served as Project Manager on providing the 1.5 miles of urban 4 lane divided roadway with water, sewer,
electrical irrigation landscape – 3 sanitary lift stations, 3 ponds, 1 stormwater lift station.	

d.	(1) TITLE AND LOCATION (City and State)		(2) YEAR COMPLETED	
	Marsh Landing, Harbour Island		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)	
	Jacksonville, FL	2008	2012	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE		 Check if project performed with current firm	
	Mr. Weilersbacher was Project Manager responsible for the design, bidding and construction services for this project.	

e.	(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED	
	Marshall Creek Community Development District
St. Augustine, FL	PROFESSIONAL
SERVICES	CONSTRUCTION (If applicable)	
		2003	2003	
	(3) BRIEF DESCRIPTION (Brief scope size, cost, etc.) AND SPECIFIC ROLE		Check if project performed with current firm	
	North Loop Road (Palencia), Mr. Weilersbacher served as Project Manager responsible for construction-
phase and post construction administration of over 1 mile of a 2-lane undivided residential section. Included coordination with existing homeowners and golf course operations during installation of water, sewer, force main, pump station, electrical, gas, cable TV and telephone distribution. Coordination of several site and utility contractors working simultaneously. Involved construction-phase roadway geometry and permit modifications
to preserve specimen trees.	
STANDARD FORM 330 (REV. 8/2016) PAGE 8

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
1	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Marshall Creek Community Development District (Palencia), St. Johns County, FL	Professional services:		Construction: (If applicable)	
	2009-Present	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Marshall Creek CDD	b. POINT OF CONTACT NAME:
Katie Hollis	c. POINT OF CONTACT TPH NO.
(904) 810-0520	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)
This 1,450-acre Spanish Land Grant property has a wide variety of vegetative cover, topography, natural land features and viewsheds. Based on this diverse range of qualitative values, Prosser initiated the master planning process utilizing a McHarg inspired development suitability analysis identifying the optimum areas for various densities, infrastructure and community uses.
Master Plan
The master plan is characterized by customized neighborhood parks, community trail system, a tidal marsh protection plan, two-mile boardwalk and fishing pier, environmental and architectural guidelines, an attention to viewsheds, and the mixed-use Village Center.
Services

Since completing the initial master plan, Prosser performed site civil engineering and landscape architecture for the project and has been performing District Engineering services since the inception of the MCCDD.
Contract Amount: N/A, Ongoing Continuing Services Contract

	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	
(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. EXAMPLE PROJECT KEY NUMBER:
2	
21. TITLE AND LOCATION: (City and State)			22. Year completed:	
World Commerce Community Development District, Central Loop Road, St. Johns County, FL	Professional services:	Construction: (If applicable)	
	2003-Present	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Steinemann and Company	b. POINT OF CONTACT NAME:
Michael Cills	c. POINT OF CONTACT TELEPHONE NUMBER:
(904) 821-9600	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Prosser, Inc. continues to provide services to various clients on multiple projects at the World Commerce Center (WCC), but one of our first and largest projects at WCC was the World Commerce Parkway highlighted below.
World Commerce Parkway
Prosser planned and engineered this new 1.8-mile central loop road within the World Commerce Center in St. Johns County, Florida. Project components included roadway, drainage, trunk-line utilities, sidewalk, bike lanes, lighting and landscaping. Roadway improvements are a key element in the overall site master planning and engineering for this Development of Regional Impact.
In addition to other planning and civil engineering work, Prosser provided construction management services on this project. Because of the immense amount of equipment located at the associated RingPower site, Prosser agreed to perform its services on an extremely tight deadline to avoid disruption of RingPower’s business. This project was successfully constructed under strict requirements
that all roadway connections to International Golf Parkway be completed before the Super Bowl was hosted in Jacksonville.
Total Construction Amount: $9.7 Million; On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
3	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Fleming Island Plantation Community Development District
Clay County, FL	Professional services:	Construction: (If applicable)	
	Ongoing	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Fleming Island Plantation CDD	b. POINT OF CONTACT NAME:
Janice Davis	c. POINT OF CONTACT TPH NO.
(904) 940-6044 ext. 18	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Prosser, Inc. serves as District Engineer for Fleming Island Plantation CDD – A well-planned residential and multifamily mixed-use community made up of over 1,680 acres with significant natural space in Fleming Island, Florida.
Prosser, Inc. became the Plantation’s District Engineer after completion of the project infrastructure in 2009. Services include review of existing infrastructure and drainage upon Board request, assistance with ongoing maintenance bids and monthly Board meetings attendance to provide engineering expertise to the Board.
Contract Amount: N/A, On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
4	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Heritage Park Community Development District St. Johns County, FL	Professional services:	Construction: (If applicable)	
	Ongoing	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Heritage Park CDD	b. POINT OF CONTACT NAME:
Jim Oliver	c. POINT OF CONTACT TPH NO
(904) 940-5850	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Prosser, Inc. serves as District Engineer for this approximate 400-acre residential and multifamily mixed-use community in St. Johns County, FL.
As District Engineer, Prosser provides the following services: general engineering services, including preparation of any necessary reports; attendance at meetings of the District's Board of Supervisors; assisting in meeting with necessary parties involving bond issues; special reports; feasibility studies or other tasks; any other items requested by the Board of Supervisors, including but not limited to design of district improvements; preparation of construction drawings and specifications for the type of work as directed by the Board of Supervisors of
District; rendering assistance in the drafting of forms, proposals and contracts, issuance of certificates of construction and payment, construction and development monitoring, attendance at public meetings, oversight of construction bond proceeds, review of acquisition of CDD infrastructure and other related engineering tasks and assignments as requested by the Board of Supervisors, assisting and/or supervising the bidding processes, and any other activity required by the Board of Supervisors; Construction phase services including periodic visits to the site, processing of contractors' pay estimates, performing final inspection and requested certificates for construction including the final certification of construction, and consultation and advice during construction.
Contract Amount: N/A, On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
5	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
St. Johns County Pavement Rehabilitation & Drainage Analysis, St. Johns County, FL	Professional services:	Construction: (If applicable)	
	1998-ongoing	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
St. Johns County School District	b. POINT OF CONTACT NAME:
Shane Walton	c. POINT OF CONTACT TPH NO.
(904) 547-3707	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

As part of an ongoing contract, Prosser, Inc. has provided services to the St. Johns County School District for maintenance of existing schools. Prosser, Inc. recommends drainage improvements if necessary, and repairs to pavement which include, but are not limited to, sawcut, remove and replace pavement, and full depth repair. Other services include, but are not limited to, addition of curbing, radius enlargement, cracksealing, striping, and signage. Prosser, Inc. must make site visits to determine the pavement repairs and drainage improvement needs, compile bid documents and plans, and review completed work by contractors.
Each year of the project has provided new challenges. This past year Prosser, Inc. had to retrofit handicap spaces and curb ramps to existing spaces and existing sidewalk. The design required sawcutting the sidewalk to allow for the accessible curb ramp. Adjustments and measurements had to be precise in order to fit the four additional handicap spaces among the existing spaces.
Contract Amount: $30,000 Annually

Before	After	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
6	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Clay County Athletic Complex at Fleming Island Clay County, FL	Professional services:	Construction: (If applicable)	
	2009	N/A	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Clay County Parks and Recreation Department	b. POINT OF CONTACT NAME:
Karen Thomas	c. POINT OF CONTACT TPH NO.
(904) 278-3735	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Clay County Athletic Complex at Fleming Island is a 45-acre multi-use recreational facility with active components such as competition and recreation level baseball facilities, football / rugby fields, and tennis and basketball courts.
Additional amenities include picnic areas, pavilions, restrooms, playgrounds, walking / nature trails, parking and landscaping.

Contract Amount: $234,547

Fleming Island Athletic Complex

	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
7	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Trout Creek Community Development District (Shearwater) St. Johns County, FL	Professional services:	Construction: (If applicable)	
	2014-Present	On-Going	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Trout Creek CDD	b. POINT OF CONTACT NAME:
Melissa Robbins	c. POINT OF CONTACT TPH NO.
904-547-3707	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)
The Trout Creek Community Development District (“District”) is comprised of nearly 1,000 acres located in St. Johns County, Florida. The site is situated east of Greenbriar Road, north of County Road 16A (CR16A), west of Trout Creek and south of County Road 210(CR210). The development within the District includes a mix of single- family residential, multifamily, and recreational uses.
Prosser was chosen as the District Engineer to provide professional
engineering services to Trout Creek CDD in the following areas: master stormwater system, water and sewer system, roadway improvements, master utilities, landscape and hardscape improvements, recreation improvements and other public improvements. Additionally, Prosser provided construction contract administration, made routine site visits to inspect the contractor’s work, interpretation of the plans and assistance with the resolution of field issues, review and process shop drawings, RFIs and applications for payments, provide final walk-through and punchlist, and finalize contract close out.
Contract Amount: N/A, On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(4) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
8	
21. TITLE AND LOCATION: (City and State)	22. Years completed:	
DP1 Community Development District St. Johns County, FL	Professional services:	Construction: (If applicable)	
	On-Going	On-Going	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Durbin Lakes Investors, LLC	b. POINT OF CONTACT NAME:
Park McMillan	c. POINT OF CONTACT TPH NO.
(904) 379-4774	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Prosser was contracted by Durbin Lakes Investors to create the Petition Exhibits of CDD. The various Exhibits included: Metes and Bounds; General Location Map; Existing and Future Land Use Maps; Existing Utilities Map and Proposed Master Water and Sewer Maps; and, Existing and Master Stormwater Maps. Prosser has been meeting with consultants and District Staff as necessary throughout the establishment period of the CDD, and we are serving as Interim District Engineer, working directly for the CDD.
Prosser utilized the work completed in Phase I (west of the 9B Extension) for the purpose of the CDD petition. Additionally, we reviewed work previously completed for Phase 2 and Prosser supplemented as necessary to achieve a level that was sufficient for submittal of the CDD Petition. Using construction drawings for Phase I, and the conceptual site plan and preliminary engineering for Phase 2, Prosser generated an Opinion of Probable Cost for each planned improvement.
A written description of the facilities that the Petitioner expected the CDD to finance, construct, acquire and/or install as well as the anticipated owner and entire responsible for maintenance was also prepared.
Utilizing all the above, Prosser also prepared a Draft Engineer’s Report that described in detail all the elements of improvements and basis for cost estimates that will be owned by the CDD. The Draft was provided to the team of underwriters, attorneys, staff and the Developer Team for review and comments, which Prosser incorporated in the Final Engineer’s Report.
Contract Amount: N/A, On-Going; Time & Materials Basis	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(5) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
9	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Rivers Edge Community Development District St. Johns County, FL	Professional services:	Construction: (If applicable)	
	2014-Present	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Rivers Edge CDD c/o Governmental Management Services, LLC	b. POINT OF CONTACT NAME:
Jim Perry	c. POINT OF CONTACT TPH NO.
(904) 940-5850	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

The Rivers Edge Community Development District is located within RiverTown - a 4,177-acre mixed-use master planned development located along the east bank of the St. Johns River, approximately 33 miles southwest of downtown Jacksonville in northwest St. Johns County, Florida. The Development is an approved Development of Regional Impact, of which approximately 3,995 acres is the RiverTown Planned Unit Development. The balance of the Development is located in the RiverTown PRD Reserve Area. Approved development within RiverTown generally consists of single- and multi-family
residential, commercial, retail, office, educational, light industrial, and various open space, recreational and park uses.
Prosser currently serves as the District Engineer for Rivers Edge CDD and performs services including civil engineering, landscape architecture, construction administration and permitting. Prosser prepares the necessary reports and attends and participates in meetings of the District’s Board of Supervisors as requested by the District.

Contract Amount: N/A, On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

a.	(1) FIRM NAME
Prosser, Inc.	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM’S QUALIFICATIONS FOR THIS CONTRACT:
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)	20. SAMPLE PROJECT KEY NUMBER:
10	
21. TITLE AND LOCATION: (City and State)			22. Years completed:	
Creekside at Twin Creeks Community Development District St. Johns County, FL	Professional services:	Construction: (If applicable)	
	Ongoing	Ongoing	
23. PROJECT OWNER’S INFORMATION:	
a. PROJECT OWNER:
Creekside at Twin Creeks Community Development District	b. POINT OF CONTACT NAME:
John Kinsey	c. POINT OF CONTACT TPH NO.
(561) 289-8552	
24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and cost)

Creekside at Twin Creeks Community Development District (CDD) is a 255-acre single family development located on CR 210 West in St Johns County, Florida.
Prosser is the CDD District Engineer for the community and developed the original Engineer's Report and Supplemental Reports for estimated costs for the infrastructure improvements for bond validation and issuance.
Prosser provides master planning, engineering, and landscape design services
for the community. Prosser also provides construction oversight of the public infrastructure during each phase of construction for the District.

Contract Amount: N/A, On-Going Continuing Services Contract	
25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	

f.	(1) FIRM NAME
Prosser, Inc	(2) FIRM LOCATION (City and State)
Jacksonville, FL	(3) ROLE
Prime Consultant	

G. KEY PERSONNEL PARTICIPATION IN EXAMPLE PROJECTS	
26. NAMES OF KEY PERSONNEL
(From Section E, Block 12)	27. ROLE IN THIS CONTRACT
(From Section E, Block 13)	28. EXAMPLE PROJECTS LISTED IN SECTION F
(Fill in “Examples Projects Key” section below before completing table. Place “X” under project key number for
participation in same or similar role.)	
		1	2	3	4	5	6	7	8	9	10	
Ryan P. Stilwell, PE	Project Manager/Sr. Civil
Engineer	X	X	X	X	X	X	X	X	X	X	
Will Lyon, PE	Transportation Engineer	X	X					X	X	X	X	
Neal Brockmeier, PE	Sr. Civil Engineer							X		X	X	
Ryan Weilersbacher	Construction Administration	X	X	X	X	X		X	X	X	X	
Jenny Urcan, PE	Project Engineer		X	X	X	X	X	X	X	X		
Richard Lonergan, RLA	Landscape Architect									X	X	

												

												

												

												

												
												
29. SAMPLE PROJECTS KEY	
NO.	TITLE OF EXAMPLE PROJECT (FROM SECTION F)	NO.	TITLE OF EXAMPLE PROJECT (FROM SECTION F)	

1	Marshall Creek Community Development District (Palencia)	
6	Clay County Athletic Complex at Fleming Island	
2	World Commerce Community Development District, Central Loop Road	7	Trout Creek Community Development District (Shearwater)	
3	Fleming Island Plantation Community
Development District	8	DP1 Community Development District	
4	Heritage Park Community Development District	9	Rivers Edge CDD c/o Governmental
Management Services LLC	
5	St. Johns County School District Pavement
Rehabilitation	10	Creekside at Twin Creeks Community
Development District	
STANDARD FORM 330 (REV. 8/2016) PAGE 19

H. ADDITIONAL INFORMATION

30. PROVIDE ANY ADDITIONAL INFORMATION REQUESTED BY THE AGENCY. ATTACH ADDITIONAL SHEETS AS NEEDED.
Ability & Adequacy of Personnel
Prosser, Inc., Inc. is a professional planning, engineering and landscape architecture design and consulting firm serving the public and private development community and is authorized to do business in Florida in accordance with Florida law. Founded in 1984, Prosser, Inc. has become a respected local and regional leader in our profession by our ability to fulfill our clients’ needs with innovative solutions and quality services.
We specialize in Project Management - taking the project from inception to completion. Professional services offered by Prosser, Inc. include: landscape architecture; project management; construction management; general planning services; community planning and urban design; roadway and transportation design, site engineering; and graphic design. Prosser, Inc. has a staff of over 40 professionals including Planners, Civil Engineers, Transportation Engineers, Landscape Architects, Graphic Designers, Architect, Cost Estimators, and other support design and administrative personnel.
Professional Qualifications
Master planning, project management, site engineering, construction management and recreation/parks planning, and design are significant areas of focus for Prosser, Inc. We have unrivaled experience in the development of residential communities in North Florida. The combined experience of our Principal In Charge, Ryan Stilwell and the Project Team is demonstrated by work already completed at RiverTown, Palencia, Marshall Creek Community Development District, Shearwater, DP1, Trout Creek and the World Commerce Center in St. Johns County, FL. Their applicable licenses, registrations and relevant experience can be found in Section E - Resumes.
The team assembled for the Rivers Edge III CDD contract has a strong background in:

CDD engineering services
Civil engineering and regulatory permitting
Landscape architectural planning and design

Master planning/residential communities
Construction administration and management
Recreational and park facilities planning and design

In addition, the entire team has specific work experience within RiverTown and thus is already familiar with the site.
Prosser, Inc. is classified as a small business entity according to the North American Industry Classification System (NAICS) Code 541330 for Engineering, but is not a certified minority business enterprise.
Willingness to Meet Time and Budget
Since our establishment in 1984, Prosser has earned a reputation for providing quality services, on time and within budget. This is best reflected by the fact that more than 80 percent of our business is through repeat clientele. We will give this project the focus and dedication needed to meet all budget parameters and deadlines set by the District.
Prosser commits to having the key staff, as represented by the resumes within this proposal, available for the entire life of this contract.
These staff members will be available at the start of this project and will remain available through its completion.
Prosser assigns personnel based upon the expertise of the individual in the particular task area. In order to complete tasks effectively and in the most efficient manner, Prosser plans and schedules staff resources months ahead of their need to guarantee their availability. This ensures that the right individuals are available at the right time in the development of the project.
We are experienced in quick-response contracts, which require strict adherence to time schedules and a close, day-to-day working relationship with our clients. Our success hinges upon our ability to manage project tasks, and on our understanding of the client’s operational constraints. We recognize the need for occasional changes in direction and priorities and have built flexibility into our project management system.
The traditional design, bid, and build procurement process places the challenge of managing both schedule and budget on the staff and program management. Minor changes that occur in the planning, study and design phases affect both the original schedule and cost estimate, however, the cumulative impact of the minor changes create a “ripple effect.” We manage a proactive cost estimate for the project that adjusts for changes in scope, selection of alternatives and other external factors. This proactive method of cost estimating manages the final estimate for construction so there are no surprises or shocks to the budget.
Past Experience & Performance
Prosser, Inc. and its team of planners, engineers and landscape architects have planned and designed some of the most unique and creative parks, greenways, golf facilities, marinas, athletic facilities, and residential developments in northeast Florida over the last 36 years. Most notably, we are very familiar with the requirements and unique characteristics of CDDs, as outlined in our Example Projects. Ryan Stilwell has managed CDD’s within St. Johns County for over 12 years and continues to serve as District Engineer. Another notable example of long-term client relationship includes our service to the St. Johns County School District through an
STANDARD FORM 330 (8/2016) PAGE 20

H. ADDITIONAL INFORMATION		

ongoing continuing services contract for over 22 years. Our firm excels at communicating, coordinating and facilitating multi-discipline efforts of diverse teams that include varieties of sub consultants and numerous stakeholders.
Prosser has served as Consultant and managed dozens of CDDs and municipal continuing service contracts (CSC) over the years, some of which are highlighted in greater detail in Section F Projects. Prosser’s active CSCs, each one also being repeat clients, include:
Rivers Edge II CDD	 Embry-Riddle Aeronautical University
Rivers Edge CDD	 Halifax Hospital
DP1 CDD	 Mayo Clinic Jacksonville
Shearwater CDD	 St. Johns County School District
6-Mile Creek CDD	 GATE – Multiple Locations
Heritage Park CDD	 Daytona Regional Chamber of Commerce
Twin Creeks Creekside CDD	 Florida Department of Transportation
Twin Creeks North CDD	 St. Johns County Public Works Department
Villages of Westport CDD	 Jacksonville Aviation Authority
World Commerce CDD	 NAVFAC SE
Magnolia West CDD	 City of Green Cove Springs
Trout Creek CDD	 City of Jacksonville
Pioneer Trail CDD	 City of St. Augustine
Fleming Island CDD	 Clay County
Marshall Creek CDD	 Town of Orange Park
Rivertown CDD	 Town of Macclenny
Daytona State College
Geographic Location
Our office is approximately 26 miles from the Rivers Edge III CDD boundary. We have the ability to be at the job site, in person, when immediate needs arise.
Current and Projected Workloads
Prosser currently has many on-going land development and roadway design projects statewide in various stages of completion. Our management of workload projections assures that the assigned Project Manager and his supporting staff will be available to focus on the District’s needs and provide the level of responsiveness required to make this a successful project.
Projects currently assigned to the Prosser Team are shown in the chart below along with the status of each, showing Prosser’s immediate capacity to assume the responsibilities associated with serving as Rivers Edge III CDD’s District Engineer.		
	Project Name	Client	Description	%
Complete	Assigned Staff			
	
Rivers Edge CDD	Governmental
Management
Services, LLC”	
CDD District Engineer	
Ongoing	
Stilwell			
	
Rivers Edge II CDD	Governmental
Management
Services, LLC”	
CDD District Engineer	
Ongoing	
Stilwell			
	Mayo Retail Link Plaza	Mayo	Hardscape and landscape
construction documents	90%	Stilwell, Lonergan			
	
Senior Living at the Greens	
Private Developer	Hardscape construction documents
for courtyard designs. Overall site
landscape and irrigation CD’s	
95%	Lonergan, Brockmeier			
		
STANDARD FORM 330 (8/2016) PAGE 21		

H. ADDITIONAL INFORMATION	
	
	Project Name	Client	Description	%
Complete	Assigned Staff		
	Vystar ATM	Vystar	Freestanding ATM drive-thru	75%	Urcan, O’Reilly,
Weber		
	Vystar HQ Breezeway	RS&H/Vystar	Pedestrian breezeway grading, drainage and utilities	75%	Urcan, Vo		
	Oak Bridge SR A1A Improvements	Alta Mar Holdings, LLC	Turn Lane Improvements	85%	Brockmeier, Lyon, Weilersbacher		
	Villages of Westport Phase 4	CC Westport, LLC	227 Unit Residential Subdivision	95%	Brockmeier, Shaw, Lyon		
	Amelia National Phase 1C	Intervest Construction of Jax, Inc.	91 unit Residential Subdivision	95%	Brockmeier, Shaw, Lyon		
	Building 5063 Turnaround	Benecorp	Concrete Hardstand and Access Ramp Modifications	98%	Brockmeier		

Volume of Work Previously Awarded
Prosser, Inc.is currently under contract to provide interim engineering services for Rivers Edge III Community Development District.
The Prosser, Inc. Advantage - A single source for your needs from planning through construction close-out.
All activities will be under the direct supervision of your Project Manager, Mr. Ryan Stilwell, PE. Ryan’s key responsibilities will be to offer prompt, personalized service to the District through continuous and consistent communication. He will be responsible for the preparation of necessary progress reports, attendance at District meetings, overseeing construction services and other engineering tasks as they arise. He will address situations or changes as projects develop (as they inevitably do) and handle them efficiently and effectively. Prosser firmly believes that effective communication begins with establishing well-defined points-of-contact between the District and the consultant. Therefore, all project management duties, correspondence and communication will flow through Ryan. Ryan will also ensure that the District staff is continually contacted to discuss critical path items or issues that arise during the design process and will not hesitate to solicit opinions concerning certain areas of expertise. Furthermore, Ryan will have the authority and manpower to commit the necessary resources to keep the Prosser team on schedule. Not only does Prosser, Inc. take immense pride in providing quality service, but we also take immense pride in significantly reducing our client’s workload.	
I. AUTHORIZED REPRESENTATIVE
The foregoing is a statement of facts.	
31. SIGNATURE	32. DATE
5/27/2020	
33. NAME AND TITLE
Ryan P. Stilwell, Principal	
STANDARD FORM 330 (8/2016) PAGE 22	

ARCHITECT – ENGINEER QUALIFICATIONS	1. SOLICITATION NUMBER (if any)	
		
PART II – GENERAL QUALIFICATIONS
(If a firm has branch offices, complete for each specific branch office seeking work.)	
2a.	FIRM (OR BRANCH OFFICE) NAME						3. YEAR ESTABLISHED	4.UNIQUE ENTITY IDENTIFIER	
Prosser, Inc.	1984	13-1966327	
2b.	STREET								5. OWNERSHIP		
13901 Sutton Park Drive South, Suite 200	a. TYPE	
	Corporation	
2c.	CITY		2d. STATE	2e. ZIP CODE	b.	SMALL BUSINESS STATUS	
Jacksonville	FL	32224	Small Business- NAICS 541330	
6a. POINT OF CONTACT NAME AND TITLE	7. NAME OF FIRM (if block 2a is a branch office)	
Donald Fullerton, President / Principal		
6a. TELEPHONE NUMBER	6c. E-MAIL ADDRESS		
(904) 739-3655	dfullerton@prosserinc.com		
8a. FORMER FIRM NAME(S) (if any)	8b. YEAR
ESTABLISHED	8c.UNIQUE ENTITY IDENTIFIER	
Prosser Hallock, Inc.	1984	DUNS-13-1966327
CAGE-0C5M6	
9. EMPLOYEES BY DISCIPLINE	10. PROFILE OF FIRM’S EXPERIENCE AND ANNUAL AVERAGE REVENUE FOR LAST 5 YEARS	
a.
Function Code	
b. Discipline	c. No. of Employees	a. Profile Code	
b. Experience	c. Revenue Index Number
(see below)	
		(1) FIRM	(2) BRANCH				
02	Administrative	5		A05	Airports	1	
06	Architect	1		C15	Construction Management	2	
08	CADD Tech (designers)	6		E02	Educational Facilities	5	
12	Civil Engineer	7		E11	Environmental Planning	1	
16	Construction Mgr/Engineer	3		G04	GIS Services	5	
39	Landscape Architect	9		G06	Graphic Design	3	
47	Planner: Urban/Regional	4		H03	Landscape Architecture	5	
60	Transportation Engineer	5		H09	Hospitals & Medical Facilities	5	
29	Geographic Information
System Specialist	3		H11	Housing	5	
	Graphic/3D Specialist	3		O01	Office Buildings; Industrial Parks	3	
	Real Estate Specialist	1		P05	Planning (Regional, Community)	5	
58	Business Analyst	1		P06	Planning (Site, Instln Project)	4	
	Media Specialist	1		R04	Recreational Facilities	3	
				R06	Rehabilitation (Bldgs, Structures)	1	
				S07	Solid Waste; Incineration; Landfill	1	
				S11	Sustainable Design	2	
				T03	Traffic/Transportation Engineering	5	
				Z01	Zoning; Land Use Studies	2	
				E09	EIS, Assessment or Statements	2	
	Total	49	N/A	O03	Ordnance; Munitions; Special
Weapons	1	
11. ANNUAL AVERAGE PROFESSIONAL SERVICES REVENUS OF
FIRM FOR LAST 3 YEARS
(Insert revenue index number shown at right)	PROFESSIONAL SERVICES REVENUE INDEX NUMBER	
	
1. Less than $100,000
2. $100,000 to less than $250,000 3. $250,000 to less than $500,000
$500,000 to less than $1 million
$1 million to less than $2 million			
$2 million to less than $5 million
$5 million to less than $10 million
$10 million to less than $25 million
$25 million to less than $50 million
$50 million or greater	
a. Federal Work	5					
b. Non-Federal
Work	7					
c. Total Work	7					
12.  AUTHORIZED REPRESENTATIVE
The foregoing is a statement of facts.	
a. SIGNATURE	b. DATE	
	5/20/2020	
c. NAME AND TITLE	
Donald V. Fullerton, President	

STANDARD FORM 330 (REV. 8/2016 PAGE 23

TENTH ORDER OF BUSINESS

A.

RESOLUTION 2020-32

RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT EXPRESSING ITS INTENT TO UTILIZE THE UNIFORM METHOD OF LEVYING, COLLECTING, AND ENFORCING NON-AD VALOREM ASSESSMENTS WHICH MAY BE LEVIED BY THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH SECTION 197.3632, FLORIDA STATUTES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Rivers Edge III Community Development District (“District”) was established pursuant to the provisions of Chapter 190, Florida Statutes, which authorizes the District to levy certain assessments which include benefit and maintenance assessments and further authorizes the District to levy special assessments pursuant to Chapter 170, Florida Statutes, for the acquisition, construction, or reconstruction of assessable improvements authorized by Chapter 190, Florida Statutes; and

WHEREAS, the above referenced assessments are non-ad valorem in nature and, therefore, may be collected under the provisions of Section 197.3632, Florida Statutes, in which the State of Florida has provided a uniform method for the levying, collecting, and enforcing such non-ad valorem assessments; and

WHEREAS, pursuant to Section 197.3632, Florida Statutes, the District has caused notice of a public hearing to be advertised weekly in a newspaper of general circulation within St. Johns County for four (4) consecutive weeks prior to such hearing.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The District upon conducting its public hearing as required by Section 197.3632, Florida Statutes, hereby expresses its intent to use the uniform method of collecting assessments imposed by the District as provided in Chapters 170 and 190, Florida Statutes, each of which are non-ad valorem assessments which may be collected annually pursuant to the provisions of Chapter 190, Florida Statutes, for the purpose of paying principal and interest on any and all of its indebtedness and for the purpose of paying the cost of operating and maintaining its assessable improvements. The legal description of the boundaries of the real property subject to a levy of assessments is attached and made a part of this Resolution as Exhibit A. The non-ad valorem assessments and the District’s use of the uniform method of collecting its non-ad valorem assessment(s) may continue in any given year when the Board of Supervisors determines that use of the uniform method for that year is in the best interests of the District.

SECTION 2. The District’s Secretary is authorized to provide the Property Appraiser and Tax Collector of St. Johns County and the Department of Revenue of the State of Florida with a copy of this Resolution and enter into any agreements with the Property Appraiser and/or Tax Collector necessary to carry out the provisions of this Resolution.

SECTION 3. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 4. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

Exhibit A:	Legal Description

Exhibit A
Property Description

B.

RESOLUTION 2020-33

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT ADOPTING RATES, FEES AND CHARGES; ADOPTING RULES OF PROCEDURE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, Rivers Edge III Community Development District (“District”) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within St. Johns County, Florida; and

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to adopt rules, rates, charges and fees to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and

WHEREAS, the Board finds that it is in the best interest of the District and necessary for the efficient operation of the District to adopt by resolution the annual user rates for the District’s recreational facilities, attached hereto as Exhibit A and incorporated herein by this reference, for immediate use and application (“Rates”); and

WHEREAS, the Board finds that the Rates outlined in Exhibit A are just and equitable having been based upon (i) the amount of service furnished; and (ii) other factors affecting the use of the facilities furnished; and

WHEREAS, to provide for efficient and effective District operations and to maintain compliance with recent changes to Florida law, the Board of Supervisors finds that it is in the best interests of the District to adopt by resolution the Rules of Procedure attached hereto as Exhibit B for immediate use and application; and

WHEREAS, the Board of Supervisors has complied with applicable Florida law concerning rule development, ratemaking, and rule and rate adoption.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The Rates set forth in Exhibit A are hereby adopted pursuant to this resolution as necessary for the conduct of District business. The Rates shall remain in full force and effect unless revised or repealed by the District in accordance with Chapters 120 and 190, Florida Statutes.

SECTION 2. The attached Rules of Procedure set forth in Exhibit B are hereby adopted pursuant to this resolution as necessary for the conduct of District business. These Rules of Procedure shall stay in full force and effect until such time as the Board of Supervisors may amend these rules in accordance with Chapter 190, Florida Statutes.

SECTION 3. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 4. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 10th day of June, 2020.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary	Chairman, Board of Supervisors

Exhibit A:	Rates
Exhibit B:	Rules of Procedure

Annual User Fee: $4,000.00

Exhibit A
Rates

RULES OF PROCEDURE
RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT EFFECTIVE AS OF JUNE 10, 2020

TABLE OF CONTENTS
Rule  1.0	General.	5
Rule 1.1	Board of Supervisors; Officers and Voting.	6
Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination.	10
Rule 1.3	Public Meetings, Hearings, and Workshops.	13
Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse	18
Rule 2.0	Rulemaking Proceedings.	19
Rule 3.0	Competitive Purchase.	25
Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act.	30
Rule 3.2	Procedure Regarding Auditor Selection.	34
Rule 3.3	Purchase of Insurance.	38
Rule 3.4	Pre-qualification	40
Rule 3.5	Construction Contracts, Not Design-Build.	45
Rule 3.6	Construction Contracts, Design-Build.	48
Rule 3.7	Payment and Performance Bonds.	54
Rule 3.8	Goods, Supplies, and Materials.	55
Rule 3.9	Maintenance Services.	59
Rule 3.10	Contractual Services.	62
Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5,
3.6, 3.8, and 3.9.	63
Rule 4.0	Effective Date.	66

Rule 1.0	General.

The Rivers Edge III Community Development District (the “District”) was created pursuant to the provisions of Chapter 190 of the Florida Statutes, and was established to provide for the ownership, operation, maintenance, and provision of various capital facilities and services within its jurisdiction. The purpose of these rules (the “Rules”) is to describe the general operations of the District.

Definitions located within any section of these Rules shall be applicable within all other sections, unless specifically stated to the contrary.

Unless specifically permitted by a written agreement with the District, the District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

A Rule of the District shall be effective upon adoption by affirmative vote of the District 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: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

Rule 1.1	Board of Supervisors; Officers and Voting.

Board of Supervisors. The Board of Supervisors of the District (the “Board”) shall consist of five (5) members. Members of the Board (“Supervisors”) appointed by ordinance or rule or elected by landowners must be citizens of the United States of America and residents of the State of Florida. Supervisors elected or appointed by the Board to elector seats must be citizens of the United States of America, residents of the State of Florida and of the District and registered to vote with the Supervisor of Elections of the county in which the District is located and for those elected, shall also be qualified to run by the Supervisor of Elections. The Board shall exercise the powers granted to the District under Florida law.

Supervisors shall hold office for the term specified by Section 190.006 of the Florida Statutes. If, during the term of office, any Board member(s) vacates their office, the remaining member(s) of the Board shall fill the vacancies by appointment for the remainder of the term(s). If three or more vacancies exist at the same time, a quorum, as defined herein, shall not be required to appoint replacement Board members.

Three (3) members of the Board shall constitute a quorum for the purposes of conducting business, exercising powers and all other purposes. A Board member shall be counted toward the quorum if physically present at the meeting, regardless of whether such Board member is prohibited from, or abstains from, participating in discussion or voting on a particular item.

Action taken by the Board shall be upon a majority vote of the members present, unless otherwise provided in the Rules or required by law. Subject to Rule 1.3(10), a Board member participating in the Board meeting by teleconference or videoconference shall be entitled to vote and take all other action as though physically present.

Unless otherwise provided for by an act of the Board, any one Board member 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.

Officers. At the first Board meeting held after each election where the newly elected members take office, the Board shall select a Chairperson, Vice-Chairperson, Secretary, Assistant Secretary, and Treasurer.

The Chairperson must be a member of the Board. If the Chairperson resigns from that office or ceases to be a member of the Board, the Board shall select a Chairperson. The Chairperson serves at the pleasure of the Board. The Chairperson shall be authorized to execute resolutions and contracts on the District’s behalf. The Chairperson shall convene and conduct all meetings of the Board. In the event the Chairperson is unable to attend a meeting, the Vice-Chairperson shall convene and conduct the meeting. The Chairperson or Vice-Chairperson may delegate the responsibility of

conducting the meeting to the District’s manager (“District Manager”) or District Counsel, in whole or in part.

The Vice-Chairperson shall be a member of the Board and shall have such duties and responsibilities as specifically designated by the Board from time to time. The Vice-Chairperson has the authority to execute resolutions and contracts on the District’s behalf in the absence of the Chairperson. If the Vice-Chairperson resigns from office or ceases to be a member of the Board, the Board shall select a Vice-Chairperson. The Vice-Chairperson serves at the pleasure of the Board.

The Secretary of the Board serves at the pleasure of the Board and need not be a member of the Board. 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. An employee of the District Manager may serve as Secretary. The Secretary shall be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in at least the amount of one million dollars ($1,000,000) that names the District as an additional insured.

The Treasurer need not be a member of the Board but must be a resident of the State of Florida. The Treasurer shall perform duties described in Section 190.007(2) and (3) of the Florida Statutes, as well as those assigned by the Board from time to time. The Treasurer shall serve at the pleasure of the Board. The Treasurer shall either be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in at least the amount of one million dollars ($1,000,000) that names the District as an additional insured.

In the event that both the Chairperson and Vice-Chairperson 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 Chairperson and Vice-Chairperson are both unavailable to execute a document previously approved by the Board, the Secretary or any Assistant Secretary may execute such document.

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.

The Chairperson, Vice-Chairperson, 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.

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 members of the Board. Such functions may include, but are not limited to, review of bids, proposals, and qualifications, contract negotiations, personnel matters, and budget preparation.

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 a District office and shall be available for inspection by the public.

Meetings. For each fiscal year, the Board shall establish a schedule of regular meetings, which shall be published in a newspaper of general circulation in the county in which the District is located and filed with the local general-purpose governments within whose boundaries the District is located. All meetings of the Board and Committees serving an advisory function shall be open to the public in accord with the provisions of Chapter 286 of the Florida Statutes.

Voting Conflict of Interest. The Board shall comply with Section 112.3143 of the 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 the Florida Constitution and Chapters 112 and 190 of the Florida Statutes, as amended from time to time. Generally, a voting conflict exists when a Board member is called upon to vote on an item which would inure to the Board member’s special private gain or loss or the Board member knows would inure to the special private gain or loss of a principal by whom the Board member is retained, the parent organization or subsidiary of a corporate principal, a business associate, or a relative including only a father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law.

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.

If the Board member was elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, the Board member may vote or abstain from voting on the matter at issue. If the Board member was elected by electors residing within the District, the Board member is prohibited from voting on the matter at issue. In the event that the Board member intends to abstain or is prohibited from voting, such Board member shall not participate in the discussion on the item subject to the vote.

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 provided for attachment to the minutes of the meeting within fifteen (15) days of the meeting.

If a Board member inadvertently votes on a matter and later learns he or she has 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 of Voting Conflict shall immediately be provided to other Board members and shall be read publicly at the next meeting held subsequent to the filing of the Memorandum of Voting Conflict. The Board member’s vote is unaffected by this filing.

It is not a conflict of interest for a Board member, the District Manager, or an employee of the District to be a stockholder, officer or employee of a landowner or of an entity affiliated with a landowner.

In the event that a Board member elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, has a continuing conflict of interest, such Board member is permitted to file a Memorandum of Voting Conflict at any time in which it shall state the nature of the continuing conflict. Only one such continuing Memorandum of Voting Conflict shall be required to be filed for each term the Board member is in office.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 112.3143, 190.006, 190.007, Fla. Stat.

Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination.

District Offices. Unless otherwise designated by the Board, the official District office shall be the District Manager’s office 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, but not be limited to, the following documents:

Agenda packages for prior 24 months and next meeting;

Official minutes of meetings, including adopted resolutions of the Board;

Names and addresses of current Board members and District Manager, unless such addresses are protected from disclosure by law;

Adopted engineer’s reports;

Adopted assessment methodologies/reports;

Adopted disclosure of public financing;

Limited Offering Memorandum for each financing undertaken by the District;

Proceedings, certificates, bonds given by all employees, and any and all corporate acts;

District policies and rules;

Fiscal year end audits; and

Adopted budget for the current fiscal year.

The District Manager shall ensure that each District records office contains the documents required by Florida law.

Public Records. District public records include all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received in connection with the transaction of official business of the District. All District public records not otherwise restricted by law may be copied or inspected at the District Manager’s office during regular business hours. Certain District records can also be inspected and copied at the District’s local records office during regular business hours. All written public records requests shall be directed to the Secretary who by these rules is appointed as the District’s records custodian. Regardless of the form of the request, any Board member or staff member who receives a public records request shall immediately

forward or communicate such request to the Secretary for coordination of a prompt response. The Secretary, 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. At no time can the District be required to create records or summaries of records, or prepare opinions regarding District policies, in response to a public records request.

Service Contracts. Any contract for services, regardless of cost, shall include provisions required by law that require the contractor to comply with public records laws. The District Manager shall be responsible for initially enforcing all contract provisions related to a contractor’s duty to comply with public records laws.

Fees; Copies. Copies of public records shall be made available to the requesting person at a charge of $0.15 per page for one-sided copies and $0.20 per page for two-sided copies if not more than 8 ½ by 14 inches. For copies of public records in excess of the sizes listed in this section and for outside duplication services, the charge shall be equal to the actual cost of reproduction. Certified copies of public records shall be made available at a charge of one dollar ($1.00) per page. If the nature or volume of records requested requires extensive use of information technology resources or extensive clerical or supervisory assistance, the District may charge, in addition to the duplication charge, a special service charge that is based on the cost the District incurs to produce the records requested. This charge may include, but is not limited to, the cost of information technology resource, employee labor, and fees charged to the District by consultants employed in fulfilling the request. In cases where the special service charge is based in whole or in part on the costs incurred by the District due to employee labor, consultant fees, or other forms of labor, those portions of the charge shall be calculated based on the lowest labor cost of the individual(s) who is/are qualified to perform the labor, taking into account the nature or volume of the public records to be inspected or copied. The charge may include the labor costs of supervisory and/or clerical staff whose assistance is required to complete the records request, in accordance with Florida law. For purposes of this Rule, the word “extensive” shall mean that it will take more than 15 minutes to locate, review for confidential information, copy and re-file the requested material. In cases where extensive personnel time is determined by the District to be necessary to safeguard original records being inspected, the special service charge provided for in this section shall apply. If the total fees, including but not limited to special service charges, are anticipated to exceed twenty-five dollars ($25.00), then, prior to commencing work on the request, the District will inform the person making the public records request of the estimated cost, with the understanding that the final cost may vary from that estimate. If the person making the public records request decides to proceed with the request, payment of the estimated cost is required in advance. Should the person fail to pay the estimate, the District is under no duty to produce the requested records. After the request has been fulfilled, additional payments or credits may be due. The District is under no duty to produce records in response to future records requests if the person making the request owes the District for past unpaid duplication charges, special service charges, or other required payments or credits.

Records Retention. The Secretary of the District shall be responsible for retaining the District’s records in accordance with applicable Florida law.

Policies. The Board may adopt policies related to the conduct of its business and the provision of services either by resolution or motion.

Financial Disclosure Coordination. Unless specifically designated by Board resolution otherwise, the Secretary shall serve as the Financial Disclosure Coordinator (“Coordinator”) for the District as required by the Florida Commission on Ethics (“Commission”). The Coordinator shall create, maintain and update a list of the names, e-mail addresses, physical addresses, and names of the agency of, and the office or position held by, all Supervisors and other persons required by Florida law to file a statement of financial interest due to his or her affiliation with the District (“Reporting Individual”). The Coordinator shall provide this list to the Commission by February 1 of each year, which list shall be current as of December 31 of the prior year. Each Supervisor and Reporting Individual shall promptly notify the Coordinator in writing if there are any changes to such person’s name, e- mail address, or physical address. Each Supervisor and Reporting Individual shall promptly notify the Commission in the manner prescribed by the Commission if there are any changes to such person’s e-mail address.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 112.31446(3), 112.3145(8)(a)1., 119.07, 119.0701, 190.006, Fla. Stat.

Rule 1.3	Public Meetings, Hearings, and Workshops.

Notice. Except in emergencies, or as otherwise required by statute or these Rules, at least seven (7) days, but no more than thirty (30) days public notice shall be given of any public meeting, hearing or workshop of the Board. Public notice shall be given by publication in a newspaper of general circulation in the District and in the county in which the District is located. “General circulation” means a publication that is printed and published at least once a week for the preceding year, offering at least 25% of its words in the English language, qualifies as a periodicals material for postal purposes in the county in which the District is located, is for sale to the public generally, is available to the public generally for the publication of official or other notices, and is customarily containing information of a public character or of interest or of value to the residents or owners of property in the county where published, or of interest or of value to the general public. The annual meeting notice required to be published by Section 189.015 of the Florida Statutes, shall be published in a newspaper not of limited subject matter, which is published at least five days a week, unless the only newspaper in the county is published less than five days a week. Each Notice shall state, as applicable:

The date, time and place of the meeting, hearing or workshop;

A brief description of the nature, subjects, and purposes of the meeting, hearing, or workshop;

The District office address for the submission of requests for copies of the agenda, as well as a contact name and telephone number for verbal requests for copies of the agenda; and

The following or substantially similar language: “Pursuant to 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 at (904) 940- 5850. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) 955-8770 or 1 (800) 955-8771, who can aid you in contacting the District Office.”

The following or substantially similar language: “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.”

The following or substantially similar language: “The meeting [or hearing or workshop] may be continued in progress without additional notice to a time, date, and location stated on the record.”

Mistake. In the event that a meeting is held under the incorrect assumption that notice required by law and these Rules has been given, the Board at its next properly noticed meeting shall cure such defect by considering the agenda items from the prior meeting individually and anew.

Agenda. The District Manager, under the guidance of District Counsel and the Chairperson or Vice-Chairperson, shall prepare an agenda of the meeting/hearing/workshop. The agenda and any meeting materials available in an electronic format, excluding any confidential and any confidential and exempt information, shall be available to the public at least seven days before the meeting/hearing/workshop, except in an emergency. Meeting materials shall be defined as, and limited to, the agenda, meeting minutes, resolutions, and agreements of the District that District staff deems necessary for Board approval. Inclusion of additional materials for Board consideration other than those defined herein as “meeting materials” shall not convert such materials into “meeting materials.” For good cause, the agenda may be changed after it is first made available for distribution, and additional materials may be added or provided under separate cover at the meeting. 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.

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
Public comment Organizational matters Review of minutes
Specific items of old business Specific items of new business Staff reports
District Counsel
District Engineer
District Manager
Financial Report
Approval of Expenditures Supervisor’s requests and comments Public comment
Adjournment

Minutes. The Secretary shall be responsible for preparing and keeping the minutes of each meeting of the Board. Minutes shall be corrected and approved by the Board at a subsequent meeting. The Secretary may work with other staff members in preparing draft minutes for the Board’s consideration.

Special Requests. 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.

Emergency Meetings. The Chairperson, or Vice-Chairperson if the Chairperson is unavailable, upon consultation with the District Manager and District Counsel, if available, may convene an emergency meeting of the Board without first having complied with sections (1) and (3) of this Rule, to act on emergency matters that may affect the public health, safety, or welfare. Whenever possible, the District Manager shall make reasonable efforts to provide public notice and notify all Board members of an emergency meeting twenty-four (24) hours in advance. Reasonable efforts may include telephone notification. Notice of the emergency meeting must be provided both before and after the meeting on the District’s website, if it has one. Whenever an emergency meeting is called, the District Manager shall be responsible for notifying at least one newspaper of general circulation in the District. 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. Actions taken at an emergency meeting may be ratified by the Board at a regularly noticed meeting subsequently held.

Public Comment. The Board shall set aside a reasonable amount of time at each meeting for public comment and members of the public shall be permitted to provide comment on any proposition before the Board. The portion of the meeting generally reserved for public comment shall be identified in the agenda. Policies governing public comment may be adopted by the Board in accordance with Florida law.

Budget Hearing. Notice of hearing on the annual budget(s) shall be in accord with Section 190.008 of the Florida Statutes. Once adopted in accord with Section
190.008 of the 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.

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.

Participation by Teleconference/Videoconference. District staff may participate in Board meetings by teleconference or videoconference. Board members may also participate in Board meetings by teleconference or videoconference 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 establish a quorum. Such extraordinary circumstances shall be presumed when a

Board member participates by teleconference or videoconference, unless a majority of the Board members physically present determines that extraordinary circumstances do not exist.

Board Authorization. The District has not adopted Robert’s Rules of Order. For each agenda item, there shall be discussion permitted among the Board members during the meeting. Unless such procedure is waived by the Board, approval or disapproval of resolutions and other proposed Board actions shall be in the form of a motion by one Board member, a second by another Board member, and an affirmative vote by the majority of the Board members present. Any Board member, including the Chairperson, can make or second a motion.

Continuances. Any meeting or public hearing of the Board may be continued without re-notice or re-advertising provided that:

The Board identifies on the record at the original meeting a reasonable need for a continuance;

The continuance is to a specified date, time, and location publicly announced at the original meeting; and

The public notice for the original meeting states that the meeting may be continued to a date and time and states that the date, time, and location of any continuance shall be publicly announced at the original meeting and posted at the District Office immediately following the original meeting.

Attorney-Client Sessions. An Attorney-Client Session is permitted when the District’s attorneys deem it necessary to meet in private with the Board to discuss pending litigation to which the District is a party before a court or administrative agency or as may be authorized by law. The District’s attorney must request such session at a public meeting. Prior to holding the Attorney-Client Session, the District must give reasonable public notice of the time and date of the session and the names of the persons anticipated to attend the session. The session must commence at an open meeting in which the Chairperson or Vice-Chairperson announces the commencement of the session, the estimated length of the session, and the names of the persons who will be attending the session. The discussion during the session is confined to settlement negotiations or strategy related to litigation expenses or as may be authorized by law. Only the Board, the District’s attorneys (including outside counsel), the District Manager, and the court reporter may attend an Attorney-Client Session. During the session, no votes may be taken and no final decisions concerning settlement can be made. Upon the conclusion of the session, the public meeting is reopened, and the Chairperson or Vice- Chairperson must announce that the session has concluded. The session must be transcribed by a court-reporter and the transcript of the session filed with the District Secretary within a reasonable time after the session. The transcript shall not be available for public inspection until after the conclusion of the litigation.

Security and Firesafety Board Discussions. Portions of a meeting which relate to or would reveal a security or firesafety system plan or portion thereof made confidential and exempt by section 119.071(3)(a), Florida Statutes, are exempt from the public meeting requirements and other requirements of section 286.011, Florida Statutes, and section 24(b), Article 1 of the State Constitution. Should the Board wish to discuss such matters, members of the public shall be required to leave the meeting room during such discussion. Any records of the Board’s discussion of such matters, including recordings or minutes, shall be maintained as confidential and exempt records in accordance with Florida law.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 189.069(2)(a)16, 190.006, 190.007, 190.008, 286.0105, 286.011, 286.0113, 286.0114, Fla. Stat.

Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse

Internal Controls. The District shall establish and maintain internal controls designed to:

Prevent and detect “fraud,” “waste” and “abuse” as those terms are defined in section 11.45(1), Florida Statutes; and
Promote and encourage compliance with applicable laws, rules contracts, grant agreements, and best practices; and
Support economical and efficient operations; and
Ensure reliability of financial records and reports; and
Safeguard assets.

Adoption. The internal controls to prevent fraud, waste and abuse shall be adopted and amended by the District in the same manner as District policies.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 218.33(3), Fla. Stat.

Rule 2.0	Rulemaking Proceedings.

Commencement of Proceedings. Proceedings held for adoption, amendment, or repeal of a District rule shall be conducted according to these Rules. Rulemaking proceedings shall be deemed to have been initiated upon publication of notice by the District. A “rule” is a District statement of general applicability that implements, interprets, or prescribes law or policy, or describes the procedure or practice requirements of the District (“Rule”). Nothing herein shall be construed as requiring the District to consider or adopt rules unless required by Chapter 190 of the Florida Statutes. Policies adopted by the District which do not consist of rates, fees, rentals or other monetary charges may be, but are not required to be, implemented through rulemaking proceedings.

Notice of Rule Development.

Except when the intended action is the repeal of a Rule, the District shall provide notice of the development of a proposed rule 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 section (3) of this Rule. Consequently, the Notice of Rule Development shall be published at least twenty-nine (29) days prior to the public hearing on the proposed Rule. The Notice of Rule Development shall indicate the subject area to be addressed by rule development, provide a short, plain explanation of the purpose and effect of the proposed rule, cite the specific legal authority for the proposed rule, and include a statement of how a person may promptly obtain, without cost, a copy of any preliminary draft, if available.

All rules as drafted shall be consistent with Sections 120.54(1)(g) and 120.54(2)(b) of the Florida Statutes.

Notice of Proceedings and Proposed Rules.

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 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) of the 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. The notice shall additionally include a statement that any affected person may request a public hearing by submitting a written request within twenty-one (21) days after the date of publication of the notice. Except when intended action is the repeal of a rule, the notice shall include a reference to both the date on which and the

place where the Notice of Rule Development required by section (2) of this Rule appeared.

The notice shall be published in a newspaper of general circulation in the District and each 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.

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 rulemaking 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.

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 Chairperson must explain in writing why a workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so.

Petitions to Initiate Rulemaking. All Petitions to Initiate Rulemaking proceedings must contain the name, address, and telephone number of the petitioner, the specific action requested, the specific reason for adoption, amendment, or repeal, the date submitted, the text of the proposed rule, and the facts showing that the petitioner is regulated by the District or has a substantial interest in the rulemaking. Not later than sixty (60) calendar days following the date of filing a petition, the Board shall initiate rulemaking proceedings or deny the petition with a written statement of its reasons for the denial. If the petition is directed to an existing policy that the District has not formally adopted as a rule, the District may, in its discretion, notice and hold a public hearing on the petition to consider the comments of the public directed to the policy, its scope and application, and to consider whether the public interest is served adequately by the application of the policy on a case-by-case basis, as contrasted with its formal adoption as a rule. However, this section shall not be construed as requiring the District to adopt a rule to replace a policy.

Rulemaking Materials. After the publication of the notice referenced in section (3) of this Rule, the Board shall make available for public inspection and shall provide, upon request and payment of the cost of copies, the following materials:

The text of the proposed rule, or any amendment or repeal of any existing rules;

A detailed written statement of the facts and circumstances justifying the proposed rule;

A copy of the statement of estimated regulatory costs if required by Section
120.541 of the Florida Statutes; and

The published notice.

Hearing. The District may, or, upon the written request of any affected person received within twenty-one (21) days after the date of publication of the notice described in section (3) of this Rule, shall, provide 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. The District shall publish notice of the public hearing in a newspaper of general circulation within the District either in the text of the notice described in section (3) of this Rule or in a separate publication 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. Written statements may be submitted by any person prior to or at the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record.

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 be 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.

Negotiated Rulemaking. The District may use negotiated rulemaking in developing and adopting rules pursuant to Section 120.54(2)(d) of the Florida Statutes, except that any notices required under Section 120.54(2)(d) of the Florida Statutes, may be published in a newspaper of general circulation in the county in which the District is located.

Rulemaking Record. In all rulemaking proceedings, the District shall compile and maintain a rulemaking record. The record shall include, if applicable:

The texts of the proposed rule and the adopted rule;

All notices given for a proposed rule;

Any statement of estimated regulatory costs for the rule;

A written summary of hearings, if any, on the proposed rule;

All written comments received by the District and responses to those written comments; and

All notices and findings pertaining to an emergency rule.

Petitions to Challenge Existing Rules.

Any person substantially affected by a rule may seek an administrative determination of the invalidity of the rule on the ground that the rule is an invalid exercise of the District’s authority.

The petition seeking an administrative determination must state with particularity the provisions alleged to be invalid with sufficient explanation of the facts or grounds for the alleged invalidity and facts sufficient to show that the person challenging a rule is substantially affected by it.

The petition shall be filed with the District. Within 10 days after receiving the petition, the Chairperson shall, if the petition complies with the requirements of subsection (b) of this section, designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer who shall conduct a hearing within 30 days thereafter, unless the petition is withdrawn or a continuance is granted by agreement of the parties. The failure of the District to follow the applicable rulemaking procedures or requirements in this Rule shall be presumed to be material; however, the District may rebut this presumption by showing that the substantial interests of the petitioner and the fairness of the proceedings have not been impaired.

Within 30 days after the hearing, the hearing officer shall render a decision and state the reasons therefor in writing.

Hearings held under this section shall be de novo in nature. The petitioner has a burden of proving by a preponderance of the evidence that the existing rule is an invalid exercise of District authority as to the objections raised. The hearing officer may:

Administer oaths and affirmations;

Rule upon offers of proof and receive relevant evidence;

Regulate the course of the hearing, including any pre-hearing matters;

Enter orders; and

Make or receive offers of settlement, stipulation, and adjustment.

The petitioner and the District shall be adverse parties. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Variances and Waivers. A “variance” means a decision by the District to grant a modification to all or part of the literal requirements of a rule to a person who is subject to the rule. A “waiver” means a decision by the District not to apply all or part of a rule to a person who is subject to the rule. Variances and waivers from District rules may be granted subject to the following:

Variances and waivers shall be granted when the person subject to the rule demonstrates that the purpose of the underlying statute will be or has been achieved by other means by the person, and when application of the rule would create a substantial hardship or would violate principles of fairness. For purposes of this section, "substantial hardship" means a demonstrated economic, technological, legal, or other type of hardship to the person requesting the variance or waiver. For purposes of this section, "principles of fairness" are violated when the literal application of a rule affects a particular person in a manner significantly different from the way it affects other similarly situated persons who are subject to the rule.

A person who is subject to regulation by a District Rule may file a petition with the District, requesting a variance or waiver from the District’s Rule. Each petition shall specify:

The rule from which a variance or waiver is requested;

The type of action requested;

The specific facts that would justify a waiver or variance for the petitioner; and
The reason why the variance or the waiver requested would serve the purposes of the underlying statute.

The District shall review the petition and may request only that information needed to clarify the petition or to answer new questions raised by or directly related to the petition. If the petitioner asserts that any request for additional information is not authorized by law or by Rule of the District, the District shall proceed, at the petitioner’s written request, to process the petition.

The Board shall grant or deny a petition for variance or waiver and shall announce such disposition at a publicly held meeting of the Board, within ninety (90) days after receipt of the original petition, the last item of timely requested additional material, or the petitioner's written request to finish processing the petition. The District’s statement granting or denying the petition shall contain a statement of the relevant facts and reasons supporting the District's action.

Rates, Fees, Rentals and Other Charges. All rates, fees, rentals, or other charges shall be subject to rulemaking proceedings. Policies adopted by the District which do not consist of rates, fees, rentals or other charges may be, but are not required to be, implemented through rulemaking proceedings.

Specific Authority: §§ 190.011(5), 190.011(15), 190.035, Fla. Stat. Law Implemented: §§ 190.011(5), 190.035(2), Fla. Stat.

Rule 3.0	Competitive Purchase.

Purpose and Scope. In order to comply with Sections 190.033(1) through (3),
287.055 and 287.017 of the Florida Statutes, the following provisions shall apply to the purchase of Professional Services, insurance, construction contracts, design- build services, goods, supplies, and materials, Contractual Services, and maintenance services.

Board Authorization. Except in cases of an Emergency Purchase, a competitive purchase governed by these Rules shall only be undertaken after authorization by the Board.

Definitions.

“Competitive Solicitation” means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

“Continuing Contract” means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed two million dollars ($2,000,000), for a study activity when the fee for such Professional Services to the District does not exceed two hundred thousand dollars ($200,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.

“Contractual Service” means the rendering by a contractor of its time and effort rather than the furnishing of specific commodities. The term applies only to those services rendered by individuals and firms who are independent contractors. Contractual Services do not include auditing services, Maintenance Services, or Professional Services as defined in Section 287.055(2)(a) of the Florida Statutes, and these Rules. Contractual Services also do not include any contract for the furnishing of labor or materials for the construction, renovation, repair, modification, or demolition of any facility, building, portion of building, utility, park, parking lot, or structure or other improvement to real property entered into pursuant to Chapter 255 of the Florida Statutes, and Rules 3.5 or 3.6.

“Design-Build Contract” means a single contract with a Design-Build Firm for the design and construction of a public construction project.

“Design-Build Firm” means a partnership, corporation or other legal entity that:

Is certified under Section 489.119 of the Florida Statutes, to engage in contracting through a certified or registered general contractor or a certified or registered building contractor as the qualifying agent; or

Is certified under Section 471.023 of the Florida Statutes, to practice or to offer to practice engineering; certified under Section 481.219 of the Florida Statutes, to practice or to offer to practice architecture; or certified under Section 481.319 of the Florida Statutes, to practice or to offer to practice landscape architecture.

“Design Criteria Package” means concise, performance-oriented drawings or specifications for a public construction project. The purpose of the Design Criteria Package is to furnish sufficient information to permit Design-Build Firms to prepare a bid or a response to the District’s Request for Proposals, or to permit the District to enter into a negotiated Design- Build Contract. The Design Criteria Package must specify performance- based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. 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.

“Design Criteria Professional” means a firm who holds a current certificate of registration under Chapter 481 of the Florida Statutes, to practice architecture or landscape architecture, or a firm who holds a current certificate as a registered engineer under Chapter 471 of the Florida Statutes, to practice engineering, and who is employed by or under contract to the District to provide professional architect services, landscape architect services, or engineering services in connection with the preparation of the Design Criteria Package.

“Emergency Purchase” means a purchase necessitated by a sudden unexpected turn of events (for example, acts of God, riot, fires, floods, hurricanes, accidents, or any 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 purchase would be detrimental to the interests of the District. This includes, but is not limited to, instances where the time to competitively award the project will jeopardize the funding for the project, will materially increase the cost of the project, or will create an undue hardship on the public health, safety, or welfare.

	“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 or service involved. It includes printed instructions prescribing conditions for bidding, qualification, evaluation criteria, and provides for a manual signature of an authorized representative. It may include one or more bid alternates.

“Invitation to Negotiate” means a written solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or services.

	“Negotiate” means to conduct legitimate, arm’s length discussions and conferences to reach an agreement on a term or price.

“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 services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice.

“Proposal (or Reply or Response) Most Advantageous to the District” means, as determined in the sole discretion of the Board, the proposal, reply, or response that is:

Submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements, who has the integrity and reliability to assure good faith performance;

The most responsive to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation as determined by the Board; and

For a cost to the District deemed by the Board to be reasonable.

“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 governmental entity or political subdivision of the State of Florida.

“Request for Proposals” or “RFP” 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, qualifications, proposal instructions, work detail analysis, and evaluation criteria as necessary.

“Responsive and Responsible Bidder” means an entity or individual that has submitted a bid that conforms in all material respects to the Invitation to Bid and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. “Responsive and Responsible Vendor” means an entity or individual that has submitted a proposal, reply, or response that conforms in all material respects to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. In determining whether an entity or individual is a Responsive and Responsible Bidder (or Vendor), the District may consider, in addition to factors described in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the following:

The ability and adequacy of the professional personnel employed by the entity/individual;

The past performance of the entity/individual for the District and in other professional employment;

The willingness of the entity/individual to meet time and budget requirements;

The geographic location of the entity’s/individual’s headquarters or office in relation to the project;

The	recent,	current,	and	projected	workloads	of	the entity/individual;

The volume of work previously awarded to the entity/individual;

Whether the cost components of the bid or proposal are appropriately balanced; and

Whether the entity/individual is a certified minority business enterprise.

“Responsive Bid,” “Responsive Proposal,” “Responsive Reply,” and “Responsive Response” all mean a bid, proposal, reply, or response which conforms in all material respects to the specifications and conditions in the Invitation to Bid, Request for Proposals, Invitations to Negotiate, or Competitive Solicitation document and these Rules, and the cost components of which, if any, are appropriately balanced. A bid, proposal, reply or response is not responsive if the person or firm submitting it fails to meet any material requirement relating to the qualifications, financial stability, or licensing of the bidder.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.033, 255.20, 287.055, Fla. Stat.

Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act.

Scope. The following procedures are adopted for the selection of firms or individuals to provide Professional Services exceeding the thresholds herein described, for the negotiation of such contracts, and to provide for protest of actions of the Board under this Rule. As used in this Rule, “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 of the 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 or adjusted from time to time.

Qualifying Procedures. In order to be eligible to provide Professional Services to the District, a consultant must, at the time of receipt of the firm’s qualification submittal:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the consultant is a corporation; and

Meet any qualification requirements set forth in the District’s Request for Qualifications.

Evidence of compliance with this Rule may be submitted with the qualifications, if requested by the District. In addition, evidence of compliance must be submitted any time requested by the District.

Public Announcement. 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 or a Continuing Contract by publishing a notice providing a general description of the Project, or the nature of the Continuing Contract, and the 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 notice must allow at least fourteen (14) days for submittal of qualifications from the date of publication. The District may maintain lists of consultants interested in receiving such notices. These consultants are encouraged to submit annually statements of qualifications and performance data. The District shall make reasonable efforts to provide copies of any notices to such consultants, but the failure to do so shall not give such consultants any bid protest or other rights or otherwise disqualify any otherwise valid procurement process. The Board has the right to reject any and all qualifications, and such reservation shall be included in the published notice.

Consultants not receiving a contract award shall not be entitled to recover from the District any costs of qualification package preparation or submittal.

Competitive Selection.

The Board shall review and evaluate the data submitted in response to the notice described in section (3) of this Rule regarding qualifications and performance ability, as well as any statements of qualifications on file. The Board shall conduct discussions with, and may require public presentation by consultants regarding their qualifications, approach to the Project, and ability to furnish the required services. The Board shall then select and list the consultants, 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:

The ability and adequacy of the professional personnel employed by each consultant;

Whether a consultant is a certified minority business enterprise;

Each consultant’s past performance;

The willingness of each consultant to meet time and budget requirements;

The geographic location of each consultant's headquarters, office and personnel in relation to the project;

The recent, current, and projected workloads of each consultant; and

The volume of work previously awarded to each consultant by the District.

Nothing in these Rules shall prevent the District from evaluating and eventually selecting a consultant if less than three (3) Responsive qualification packages, including packages indicating a desire not to provide Professional Services on a given Project, are received.

If the selection process is administered by any person or committee 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.

Notice of the rankings adopted by the Board, including the rejection of some or all qualification packages, shall be provided in writing to all consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District

shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s ranking decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

Competitive Negotiation.

After the Board has authorized the beginning of competitive negotiations, the District may begin such negotiations with the firm listed as most qualified to perform the required Professional Services at a rate or amount of compensation which the Board determines is fair, competitive, and reasonable.

In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.017 of the 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."

Should the District 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 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, those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken.

Should the District be unable to negotiate a satisfactory agreement with one of the top three (3) ranked consultants, 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.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Continuing Contract. Nothing in this Rule shall prohibit a Continuing Contract between a consultant and the District.

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: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, 287.055, Fla. Stat.

Rule 3.2	Procedure Regarding Auditor Selection.

In order to comply with the requirements of Section 218.391 of the Florida Statutes, the following procedures are outlined for selection of firms or individuals to provide Auditing Services and for the negotiation of such contracts. For audits required under Chapter 190 of the Florida Statutes but not meeting the thresholds of Chapter 218 of the Florida Statutes, the District need not follow these procedures but may proceed with the selection of a firm or individual to provide Auditing Services and for the negotiation of such contracts in the manner the Board determines is in the best interests of the District.

Definitions.

"Auditing Services" means those services within the scope of the practice of a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

"Committee" means the auditor selection committee appointed by the Board as described in section (2) of this Rule.

Establishment of Auditor Selection Committee. Prior to a public announcement under section (4) of this Rule that Auditing Services are required, the Board shall establish an auditor selection committee (“Committee”), the primary purpose of which is to assist the Board in selecting an auditor to conduct the annual financial audit required by Section 218.39 of the Florida Statutes. The Committee shall include at least three individuals, at least one of which must also be a member of the Board. The establishment and selection of the Committee must be conducted at a publicly noticed and held meeting of the Board. The Chairperson of the Committee must be a member of the Board. An employee, a chief executive officer, or a chief financial officer of the District may not serve as a member of the Committee; provided however such individual may serve the Committee in an advisory capacity.

Establishment of Minimum Qualifications and Evaluation Criteria. Prior to a public announcement under section (4) of this Rule that Auditing Services are required, the Committee shall meet at a publicly noticed meeting to establish minimum qualifications and factors to use for the evaluation of Auditing Services to be provided by a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

Minimum Qualifications. In order to be eligible to submit a proposal, a firm must, at all relevant times including the time of receipt of the proposal by the District:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation; and

Meet any pre-qualification requirements established by the Committee and set forth in the RFP or other specifications.

If requested in the RFP or other specifications, evidence of compliance with the minimum qualifications as established by the Committee must be submitted with the proposal.

Evaluation Criteria. The factors established for the evaluation of Auditing Services by the Committee shall include, but are not limited to:

Ability of personnel;

Experience;

Ability to furnish the required services; and

Such other factors as may be determined by the Committee to be applicable to its particular requirements.

The Committee may also choose to consider compensation as a factor. If the Committee establishes compensation as one of the factors, compensation shall not be the sole or predominant factor used to evaluate proposals.

Public Announcement. After identifying the factors to be used in evaluating the proposals for Auditing Services as set forth in section (3) of this Rule, the Committee shall publicly announce the opportunity to provide Auditing Services. Such public announcement shall include a brief description of the audit and how interested firms can apply for consideration and obtain the RFP. The notice shall appear in at least one (1) newspaper of general circulation in the District and the county in which the District is located. The public announcement shall allow for at least seven (7) days for the submission of proposals.

Request for Proposals. The Committee shall provide interested firms with a Request for Proposals (“RFP”). The RFP shall provide information on how proposals are to be evaluated and such other information the Committee determines is necessary for the firm to prepare a proposal. The RFP shall state the time and place for submitting proposals.

Committee’s Evaluation of Proposals and Recommendation. The Committee shall meet at a publicly held meeting that is publicly noticed for a reasonable time in

advance of the meeting to evaluate all qualified proposals and may, as part of the evaluation, require that each interested firm provide a public presentation where the Committee may conduct discussions with the firm, and where the firm may present information, regarding the firm’s qualifications. At the public meeting, the Committee shall rank and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to subsection (3)(b) of this Rule. If fewer than three firms respond to the RFP or if no firms respond to the RFP, the Committee shall recommend such firm as it deems to be the most highly qualified. Notwithstanding the foregoing, the Committee may recommend that any and all proposals be rejected.

Board Selection of Auditor.

Where compensation was not selected as a factor used in evaluating the proposals, the Board shall negotiate with the firm ranked first and inquire of that firm as to the basis of compensation. If the Board is unable to negotiate a satisfactory agreement with the first ranked firm at a price deemed by the Board to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the Board shall immediately begin negotiations with the second ranked firm. If a satisfactory agreement with the second ranked firm cannot be reached, those negotiations shall be terminated and negotiations with the third ranked firm shall be undertaken. The Board may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one firm at a time. If the Board is unable to negotiate a satisfactory agreement with any of the selected firms, the Committee shall recommend additional firms in order of the firms’ respective 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.

Where compensation was selected as a factor used in evaluating the proposals, the Board shall select the highest-ranked qualified firm or document in its public records the reason for not selecting the highest- ranked qualified firm.

In negotiations with firms under this Rule, the Board may allow the District Manager, District Counsel, or other designee to conduct negotiations on its behalf.

Notwithstanding the foregoing, the Board may reject any or all proposals. The Board shall not consider any proposal, or enter into any contract for Auditing Services, unless the proposed agreed-upon compensation is reasonable to satisfy the requirements of Section 218.39 of the Florida Statutes, and the needs of the District.

Contract. Any agreement reached under this Rule shall be evidenced by a written contract, which may take the form of an engagement letter signed and executed by both parties. The written contract shall include all provisions and conditions of the procurement of such services and shall include, at a minimum, the following:

A provision specifying the services to be provided and fees or other compensation for such services;

A provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract;

A provision setting forth deadlines for the auditor to submit a preliminary draft audit report to the District for review and to submit a final audit report no later than June 30 of the fiscal year that follows the fiscal year for which the audit is being conducted;

A provision specifying the contract period, including renewals, and conditions under which the contract may be terminated or renewed. The maximum contract period including renewals shall be five (5) years. A renewal may be done without the use of the auditor selection procedures provided in this Rule but must be in writing.

Provisions required by law that require the auditor to comply with public records laws.

Notice of Award. Once a negotiated agreement with a firm or individual is reached, or the Board authorizes the execution of an agreement with a firm where compensation was a factor in the evaluation of proposals, notice of the intent to award, including the rejection of some or all proposals, shall be provided in writing to all proposers by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests regarding the award of contracts under this Rule shall be as provided for in Rule 3.11. No proposer shall be entitled to recover any costs of proposal preparation or submittal from the District.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 119.0701, 218.33, 218.391, Fla. Stat.

Rule 3.3	Purchase of Insurance.

Scope. The purchases of life, health, accident, hospitalization, legal expense, or annuity insurance, or all of any kinds 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 this Rule. This Rule does not apply to the purchase of any other type of insurance by the District, including but not limited to liability insurance, property insurance, and directors and officers insurance. Nothing in this Rule shall require the District to purchase insurance.

Procedure. For a purchase of insurance within the scope of these Rules, the following procedure shall be followed:

The Board shall cause to be prepared a Notice of Invitation to Bid.

Notice of the Invitation to Bid shall be advertised at least once in a newspaper of general circulation within the District. The notice shall allow at least fourteen (14) days for submittal of bids.

The District may maintain a list of persons interested in receiving notices of Invitations to Bid. The District shall make reasonable efforts to provide copies of any notices to such persons, but the failure to do so shall not give such consultants any bid protest or other rights or otherwise disqualify any otherwise valid procurement process.

Bids shall be opened at the time and place noted in the Invitation to Bid.

If only one (1) response to an Invitation 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.

The Board has the right to reject any and all bids and such reservations shall be included in all solicitations and advertisements.

Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies that have submitted 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, the cost, 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 needs of the District, its officers, employees, and/or dependents.

Notice of the 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. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of insurance under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 112.08, Fla. Stat.

Rule 3.4	Pre-qualification

Scope. In its discretion, the District may undertake a pre-qualification process in accordance with this Rule for vendors to provide construction services, goods, supplies, and materials, Contractual Services, and maintenance services.

Procedure. When the District seeks to pre-qualify vendors, the following procedures shall apply:

The Board shall cause to be prepared a Request for Qualifications.

For construction services exceeding the thresholds described in Section
255.20 of the Florida Statutes, the Board must advertise the proposed pre- qualification criteria and procedures and allow at least seven (7) days notice of the public hearing for comments on such pre-qualification criteria and procedures. At such public hearing, potential vendors may object to such pre-qualification criteria and procedures. Following such public hearing, the Board shall formally adopt pre-qualification criteria and procedures prior to the advertisement of the Request for Qualifications for construction services.

The Request for Qualifications shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall allow at least seven (7) days for submittal of qualifications for goods, supplies and materials, Contractual Services, maintenance services, and construction services under two hundred fifty thousand dollars ($250,000). The notice shall allow at least twenty-one (21) days for submittal of qualifications for construction services estimated to cost over two hundred fifty thousand dollars ($250,000) and thirty (30) days for construction services estimated to cost over five hundred thousand dollars ($500,000).

The District may maintain lists of persons interested in receiving notices of Requests for Qualifications. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any pre-qualification determination or contract awarded in accordance with these Rules and shall not be a basis for a protest of any pre-qualification determination or contract award.

If the District has pre-qualified vendors for a particular category of purchase, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies or responses in response to the applicable Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

In order to be eligible to submit qualifications, a firm or individual must, at the time of receipt of the qualifications:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Request for Qualifications.

Evidence of compliance with these Rules must be submitted with the qualifications if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the qualifications.

Qualifications shall be presented to the Board, or a committee appointed by the Board, for evaluation in accordance with the Request for Qualifications and this Rule. Minor variations in the qualifications may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature.

All vendors determined by the District to meet the pre-qualification requirements shall be pre-qualified. To assure full understanding of the responsiveness to the requirements contained in a Request for Qualifications, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion and revision of qualifications. For construction services, any contractor pre-qualified and considered eligible by the Department of Transportation to bid to perform the type of work the project entails shall be presumed to be qualified to perform the project.

The Board shall have the right to reject all qualifications if there are not enough to be competitive or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of qualification preparation or submittal from the District.

Notice of intent to pre-qualify, including rejection of some or all qualifications, shall be provided in writing to all vendors by United States Mail, electronic mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s

pre-qualification decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11; provided however, protests related to the pre- qualification criteria and procedures for construction services shall be resolved in accordance with section (2)(b) of this Rule and Section 255.20(1)(b) of the Florida Statutes.

Suspension, Revocation, or Denial of Qualification
The District, for good cause, may deny, suspend, or revoke a prequalified vendor’s pre-qualified status. A suspension, revocation, or denial for good cause shall prohibit the vendor from bidding on any District construction contract for which qualification is required, shall constitute a determination of non-responsibility to bid on any other District construction or maintenance contract, and shall prohibit the vendor from acting as a material supplier or subcontractor on any District contract or project during the period of suspension, revocation, or denial. Good cause shall include the following:

One of the circumstances specified under Section 337.16(2), Fla. Stat., has occurred.
Affiliated contractors submitted more than one proposal for the same work. In this event the pre-qualified status of all of the affiliated bidders will be revoked, suspended, or denied. All bids of affiliated bidders will be rejected.
The vendor made or submitted false, deceptive, or fraudulent statements, certifications, or materials in any claim for payment or any information required by any District contract.

The vendor or its affiliate defaulted on any contract or a contract surety assumed control of financial responsibility for any contract of the vendor.
The vendor’s qualification to bid is suspended, revoked, or denied by any other public or semi-public entity, or the vendor has been the subject of a civil enforcement proceeding or settlement involving a public or semi-public entity.
The vendor failed to comply with contract or warranty requirements or failed to follow District direction in the performance of a contract.
The vendor failed to timely furnish all contract documents required by the contract specifications, special provisions, or by any state or federal statutes or regulations. If the vendor fails to furnish any of the subject contract documents by the expiration of the period of suspension, revocation, or denial set forth above, the vendor’s pre-qualified status shall remain suspended, revoked, or denied until the documents are furnished.

The vendor failed to notify the District within 10 days of the vendor, or any of its affiliates, being declared in default or otherwise not completing work on a contract or being suspended from qualification to bid or denied qualification to bid by any other public or semi-public agency.

The vendor did not pay its subcontractors or suppliers in a timely manner or in compliance with contract documents.
The vendor has demonstrated instances of poor or unsatisfactory performance, deficient management resulting in project delay, poor quality workmanship, a history of payment of liquidated damages, untimely completion of projects, uncooperative attitude, contract litigation, inflated claims or defaults.

An affiliate of the vendor has previously been determined by the District to be non-responsible, and the specified period of suspension, revocation, denial, or non-responsibility remains in effect.

The vendor or affiliate(s) has been convicted of a contract crime.

The term “contract crime” means any violation of state or federal antitrust laws with respect to a public contract or any violation of any state or federal law involving fraud, bribery, collusion, conspiracy, or material misrepresentation with respect to a public contract.

The term “convicted” or “conviction” means a finding of guilt or a conviction of a contract crime, with or without an adjudication of guilt, in any federal or state trial court of record as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.

A denial, suspension, or revocation shall prohibit the vendor from being a subcontractor on District work during the period of denial, suspension, or revocation, except when a prime contractor’s bid has used prices of a subcontractor who becomes disqualified after the bid, but before the request for authorization to sublet is presented.

The District shall inform the vendor in writing of its intent to deny, suspend, or revoke its pre-qualified status and inform the vendor of its right to a hearing, the procedure which must be followed, and the applicable time limits. If a hearing is requested within 10 days after the receipt of the notice of intent, the hearing shall be held within 30 days after receipt by the District of the request for the hearing. The decision shall be issued within 15 days after the hearing.
Such suspension or revocation shall not affect the vendor’s obligations under any preexisting contract.

In the case of contract crimes, the vendor’s pre-qualified status under this Rule shall be revoked indefinitely. For all violations of Rule 3.4(3)(a) other than for the vendor’s conviction for contract crimes, the revocation, denial, or suspension of a vendor’s pre-qualified status under this Rule shall be for a specific period of time based on the seriousness of the deficiency.

Examples of factors affecting the seriousness of a deficiency are:

Impacts on project schedule, cost, or quality of work;

Unsafe conditions allowed to exist;

Complaints from the public;

Delay or interference with the bidding process;

The potential for repetition;

Integrity of the public contracting process;

Effect on the health, safety, and welfare of the public.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.033, 255.0525, 255.20, Fla. Stat.

Rule 3.5	Construction Contracts, Not Design-Build.

Scope. All contracts for the construction or improvement of any building, structure, or other public construction works authorized by Chapter 190 of the 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 of the Florida Statutes, as that amount may be indexed or amended from time to time, shall be let under the terms of these Rules and the procedures of Section 255.20 of the Florida Statutes, as the same may be amended from time to time. A project shall not be divided solely to avoid the threshold bidding requirements.

Procedure. When a purchase of construction services is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation in the District and in the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least twenty-one (21) days for submittal of sealed bids, proposals, replies, or responses, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of bids, proposals, replies, or responses. If the Board has previously pre-qualified contractors pursuant to Rule 3.4 and determined that only the contractors that have been pre-qualified will be permitted to submit bids, proposals, replies, and responses, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation need not be published. Instead, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be sent to the pre-qualified contractors by United States Mail, hand delivery, facsimile, or overnight delivery service.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified providers of construction services, then, at the option of the District, only those persons who have been pre-qualified

will be eligible to submit bids, proposals, replies, or responses to Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations.

In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the bidder is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects including but not limited to, reemployment assistance, safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response, if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and these Rules. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be

modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No contractor shall be entitled to recover any costs of bid, proposal, response, or reply preparation or submittal from the District.

The Board may require potential contractors to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses, shall be provided in writing to all contractors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of construction services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase construction services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of construction services, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the construction services without further competitive selection processes.

Sole Source; Government. Construction services that are only available from a single source are exempt from this Rule. Construction services provided by governmental agencies are exempt from this Rule. This Rule shall not apply to the purchase of construction services, which may include goods, supplies, or materials, that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules. A contract for construction services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. 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.

Exceptions. This Rule is inapplicable when:

The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contract; or

The District, after public notice, conducts a public meeting under Section
286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.
Rule 3.6	Construction Contracts, Design-Build.

Scope. The District may utilize Design-Build Contracts for any public construction project for which the Board determines that use of such contract is in the best interest of the District. When letting a Design-Build Contract, the District shall use the following procedure:

Procedure.

The District shall utilize a Design Criteria Professional meeting the requirements of Section 287.055(2)(k) of the Florida Statutes, when developing a Design Criteria Package, evaluating the proposals and qualifications submitted by Design-Build Firms, and determining compliance of the project construction with the Design Criteria Package. The Design Criteria Professional may be an employee of the District, may be the District Engineer selected by the District pursuant to Section 287.055 of the Florida Statutes, or may be retained pursuant to Rule 3.1. The Design Criteria Professional is not eligible to render services under a Design-Build Contract executed pursuant to the Design Criteria Package.

A Design Criteria Package for the construction project shall be prepared and sealed by the Design Criteria Professional. 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.

The Board may either choose to award the Design-Build Contract pursuant to the competitive proposal selection process set forth in Section 287.055(9) of the Florida Statutes, or pursuant to the qualifications-based selection process pursuant to Rule 3.1.

Qualifications-Based Selection. If the process set forth in Rule 3.1 is utilized, subsequent to competitive negotiations, a guaranteed maximum price and guaranteed completion date shall be established.

Competitive Proposal-Based Selection. If the competitive proposal selection process is utilized, the Board, in consultation with the Design Criteria Professional, shall establish the criteria, standards and procedures for the evaluation of Design-Build Proposals based on price, technical, and design aspects of the project, weighted for the project. After a 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:

A Request for Proposals shall be 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 twenty-one
(21) days for submittal of sealed proposals, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of proposals.

The District may maintain lists of persons interested in receiving notices of Requests for Proposals. The District

shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

In order to be eligible to submit a proposal, a firm must, at the time of receipt of the proposals:

Hold the required applicable state professional licenses in good standing, as defined by Section 287.055(2)(h) of the Florida Statutes;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation;

Meet any special pre-qualification requirements set forth in the Request for Proposals and Design Criteria Package.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects including but not limited to reemployment assistance, safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

Evidence of compliance with these Rules must be submitted with the proposal if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the proposal.

The proposals, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting and shall be made available upon request. Minutes should be taken at the meeting and maintained by the

District. In consultation with the Design Criteria Professional, the Board shall evaluate the proposals received based on evaluation criteria and procedures established prior to the solicitation of proposals, including but not limited to qualifications, availability, and past work of the firms and the partners and members thereof. The Board shall then select no fewer than three (3) Design-Build Firms as the most qualified.

The Board shall have the right to reject all proposals if the proposals are too high, or rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of proposal preparation or submittal from the District.

If less than three (3) Responsive Proposals are received, the District may purchase design-build services or may reject the proposals for lack of competitiveness. If no Responsive Proposals are received, the District may proceed with the procurement of design-build services in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the design-build services without further competitive selection processes.

Notice of the rankings adopted by the Board, including the rejection of some or all proposals, shall be provided in writing to all consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s rankings under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

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 is 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. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the second 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 third most qualified firm. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the third most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. 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 or the list of firms is exhausted.

After the Board contracts with a firm, the firm shall bring to the Board for approval, detailed working drawings of the project.

The Design Criteria Professional shall evaluate the compliance of the detailed working drawings and project construction with the Design Criteria Package and shall provide the Board with a report of the same.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

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.

Exceptions. This Rule is inapplicable when:

The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contractor; or

The District, after public notice, conducts a public meeting under Section
286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.

Rule 3.7	Payment and Performance Bonds.

Scope. This Rule shall apply to contracts for the construction of a public building, for the prosecution and completion of a public work, or for repairs upon a public building or public work and shall be construed in addition to terms prescribed by any other Rule that may also apply to such contracts.

Required Bond. Upon entering into a contract for any of the services described in section (1) of this Rule in excess of $200,000, the Board should require that the contractor, before commencing the work, execute and record a payment and performance bond in an amount equal to the contract price. Notwithstanding the terms of the contract or any other law, the District may not make payment to the contractor until the contractor has provided to the District a certified copy of the recorded bond.

Discretionary Bond. At the discretion of the Board, upon entering into a contract for any of the services described in section (1) of this Rule for an amount not exceeding $200,000, the contractor may be exempted from executing a payment and performance bond.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 255.05, Fla. Stat.

Rule 3.8	Goods, Supplies, and Materials.

Purpose and Scope. All purchases of goods, supplies, or materials exceeding the amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, shall be purchased under the terms of this Rule. Contracts for purchases of “goods, supplies, and materials” do not include printing, insurance, advertising, or legal notices. A contract involving goods, supplies, or materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

Procedure. When a purchase of goods, supplies, or materials is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, or Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified suppliers of goods, supplies, and materials, then, at the option of the District, only those persons who have been pre- qualified will be eligible to submit bids, proposals, replies, or responses.

In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Any firm or individual whose principal place of business is outside the State of Florida must also submit a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that foreign state to business entities whose principal places of business are in that foreign state, in the letting of any or all public contracts. Failure to submit such a written opinion or submission of a false or misleading written opinion may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and this Rule. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid, after taking into account the preferences provided for in this subsection, submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be accepted. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which does not grant a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference of five (5) percent. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder

whose principal place of business is located in a foreign state which grants a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference equal to the preference granted by such foreign state.

To assure full understanding of the responsiveness to the solicitation requirements contained in an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of goods, supplies, and materials under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase goods, supplies, or materials, or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of goods, supplies, and materials, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the goods, supplies, and materials without further competitive selection processes.

Goods, Supplies, and Materials included in a Construction Contract Awarded Pursuant to Rule 3.5 or 3.6. There may be occasions where the District has undergone the competitive purchase of construction services which contract may include the provision of goods, supplies, or materials. In that instance, the District may approve a change order to the contract and directly purchase the goods, supplies, and materials. Such purchase of goods, supplies, and materials deducted

from a competitively purchased construction contract shall be exempt from this Rule.

Exemption. Goods, supplies, and materials that are only available from a single source are exempt from this Rule. Goods, supplies, and materials provided by governmental agencies are exempt from this Rule. A contract for goods, supplies, or materials is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process. This Rule shall not apply to the purchase of goods, supplies or materials that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules.

Renewal. Contracts for the purchase of goods, supplies, and/or materials subject to this Rule may be renewed for a maximum period of five (5) years.

Emergency Purchases. 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: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 189.053, 190.033, 287.017, 287.084, Fla. Stat.

Rule 3.9	Maintenance Services.

Scope. All contracts for maintenance of any District facility or project shall be set under the terms of this Rule if the cost exceeds the amount provided in Section
287.017 of the Florida Statutes, for CATEGORY FOUR. A contract involving goods, supplies, and materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

Procedure. When a purchase of maintenance services is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified suppliers of maintenance services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, and responses.

In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and these Rules. Minor variations in the bids, proposals, replies, and responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted in response to an Invitation to Bid by a Responsive and Responsible Bidder shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate or Competitive Solicitation the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, or responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No Vendor shall be entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of maintenance services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase the maintenance services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of maintenance services, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the maintenance services without further competitive selection processes.

Exemptions. Maintenance services that are only available from a single source are exempt from this Rule. Maintenance services provided by governmental agencies are exempt from this Rule. A contract for maintenance services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Renewal. Contracts for the purchase of maintenance services subject to this Rule may be renewed for a maximum period of five (5) years.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. 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: §§ 190.011(5), 190.011(15), 190.033, Fla. Stat.
Law Implemented: §§ 119.0701, 190.033, 287.017, Fla. Stat.

Rule 3.10	Contractual Services.

Exemption from Competitive Purchase. Pursuant to Section 190.033(3) of the Florida Statutes, Contractual Services shall not be subject to competitive purchasing requirements. If an agreement is predominantly for Contractual Services, but also includes maintenance services or the purchase of goods and services, the contract shall not be subject to competitive purchasing requirements. Regardless of whether an advertisement or solicitation for Contractual Services is identified as an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, no rights or remedies under these Rules, including but not limited to protest rights, are conferred on persons, firms, or vendors proposing to provide Contractual Services to the District.

Contracts; Public Records. In accordance with Florida law, each contract for Contractual Services shall include provisions required by law that require the contractor to comply with public records laws.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, Fla. Stat.

Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8,
and 3.9.

The resolution of any protests with respect to proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, and 3.9 shall be in accordance with this Rule.

Filing.

With respect to a protest regarding qualifications, specifications, documentation, or other requirements contained in a Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation issued by the District, the notice of protest shall be filed in writing within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after the first advertisement of the Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s intended decision. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

Except for those situations covered by subsection (1)(a) of this Rule, any firm or person who is affected adversely by a District’s ranking or intended award under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9 and desires to contest the District’s ranking or intended award, shall file with the District a written notice of protest within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after receipt of the notice of the District’s ranking or intended award. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s ranking or intended award. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

If the requirement for the posting of a protest bond and the amount of the protest bond, which may be expressed by a percentage of the contract to be awarded or a set amount, is disclosed in the District’s competitive solicitation documents for a particular purchase under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9, any person who files a notice of protest must post the protest bond. The amount of the protest bond shall be determined by

District staff after consultation with the Board and within the limits, if any, imposed by Florida law. In the event the protest is successful, the protest bond shall be refunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District’s costs, expenses, and attorney’s fees associated with hearing and defending the protest. In the event the protest is settled by mutual agreement of the parties, the protest bond shall be distributed as agreed to by the District and protestor.

The District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

Contract Execution. Upon receipt of a notice of protest which has been timely filed, the District shall not execute the contract under protest until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances showing that delay incident to protest proceedings will jeopardize the funding for the project, will materially increase the cost of the project, or will create an immediate and serious danger to the public health, safety, or welfare, the contract may be executed.

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 sent via facsimile, United States Mail, or hand delivery to the protestor and any substantially affected persons or parties not less than three (3) calendar days prior to such informal proceeding. Within thirty (30) calendar days following the informal proceeding, the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision.

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 for in section (3) of this Rule, the District shall schedule a formal hearing to resolve the protest. The Chairperson shall designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer to conduct the hearing. The hearing officer may:

Administer oaths and affirmations;

Rule upon offers of proof and receive relevant evidence;

Regulate the course of the hearing, including any pre-hearing matters;

Enter orders; and

Make or receive offers of settlement, stipulation, and adjustment.

The hearing officer 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. The District shall allow each party fifteen
(15) days in which to submit written exceptions to the recommended order. The District shall issue a final order within sixty (60) days after the filing of the recommended order.

Intervenors. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Rejection of all Qualifications, Bids, Proposals, Replies and Responses after Receipt of Notice of Protest. If the Board determines there was a violation of law, defect, or an irregularity in the competitive solicitation process, the Bids, Proposals, Replies, and Responses are too high, or if the Board determines it is otherwise in the District’s best interest, the Board may reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew. If the Board decides to reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew, any pending protests shall automatically terminate.

Settlement. Nothing herein shall preclude the settlement of any protest under this Rule at any time.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 190.033, Fla. Stat.

Rule 4.0	Effective Date.

These Rules shall be effective June 10, 2020, except that no election of officers required by these Rules shall be required until after the next regular election for the Board.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

ELEVENTH ORDER OF BUSINESS

Proposal For
River Edge III CDD
(http://www.riversedge3cdd.com/)	Website Type: Small
Website Accessibility for People with Disabilities as per Nondiscrimination requirements of Title II of the American Disabilities Act (ADA) & WCAG

Date	Version#	Comments	Author	
July 1st, 2018	1.0	Created Proposal. Updated “The Law, ADA and WCAG” section details	VB Joshi, Kristen T	
August 10th, 2019	2.0	Updated conversion and support costs based on discussed scope Updated fee-simple pricing and human audit seal
Added quarterly audit as per insurance requirement Updated Annual Maintenance price for ADA support only
Updated for CDD specific info after conversing with CDD Manager Added Human Audit Details
Added Hosting and Backup to Maintenance	VB Joshi	
			VB Joshi	
January 3rd, 2020	3.0	Removed minor version updates Updated document layout for 2020	VB Joshi	
March 12, 2020	3.1	Updated price with discount	VB Joshi	

Your website gets 2 Compliance Seals
VGlobalTech’s Technical Compliance Seal & Human Audit Compliance Seal*
(* Human Audit Contract required)

VGlobalTech is the ADA, WCAG Compliance Expert, with over 250 ADA & WCAG compliant websites created (….and counting) to-date! We have partnered with a non-profit agency to conduct Human Audit and Certification Seal.
Visit https://vglobaltech.com/website-compliance/ for details.

COPYRIGHT ©: This proposal and the contents within this document are solely created by VGlobalTech team for its customers and cannot be reproduced, copied, modified or distributed (including forwarding to other customers, competitors, web designers etc.) without the written consent of VGlobalTech. VGlobalTech company holds Intellectual Property* details along with company software details that must not be shared with others without the written permission of the company. The proposal and software details are customized for the requesting customer and cannot be applied to any other customer / asset / solution. This document does not apply to a case if it is not exclusively sent to you by VGlobalTech upon request.
Any violations are punishable under the law and shall be prosecuted.

* VGlobalTech has developed unique ADA and WCAG compliance expertise, optimized website templates, compliance multi-step procedure and quality control, document conversion software
and test procedures. Contact us for details of VGlobalTech’s Intellectual Property.

Table of Contents
1.0	The Law	4
ADA & WCAG Compliance – Introduction	6
Common Problems and Solutions in Website Accessibility?	7
Problem: Images Without Text Equivalents	7
Problem: Documents Are Not Posted In an Accessible Format	7
Problem: Specifying Colors and Font Sizes	7
Problem: Videos and Other Multimedia Lack Accessible Features	7
Web Content Accessibility Guidelines (WCAG)	8
Pricing	10
Existing Website Remediation / New Website Build	10
ADA Compliance Monthly Maintenance and Hosting	11
Quarterly Technical and Human Audit	11
................................................................................................................................................................................   12
4.0	Proposal Acceptance:	13
5.0	References:	15

1.0 The Law

Source: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0100- 0199/0189/Sections/0189.069.html
189.069	Special districts; required reporting of information; web-based public access. —
Beginning on October 1, 2015, or by the end of the first full fiscal year after its creation, each special district shall maintain an official website containing the information required by this section. Each special district shall submit its official website address to the department.
Each independent special district shall maintain a separate website.
Each dependent special district shall be prominently displayed on the home page of the website of the local general-purpose government upon which it is dependent with a hyperlink to such webpages as are necessary to provide the information required by this section. A dependent special district may maintain a separate website providing the information required by this section.
(2)(a)	A special district shall post the following information, at a minimum, on the district’s
official website:
The full legal name of the special district.
The public purpose of the special district.
The name, official address, official e-mail address, and, if applicable, term and appointing authority for each member of the governing body of the special district.
The fiscal year of the special district.
The full text of the special district’s charter, the date of establishment, the establishing entity, and the statute or statutes under which the special district operates, if different from the statute or statutes under which the special district was established. Community development districts may reference chapter 190 as the uniform charter but must include information relating to any grant of special powers.
The mailing address, e-mail address, telephone number, and website uniform resource locator of the special district.
A description of the boundaries or service area of, and the services provided by, the special district.
A listing of all taxes, fees, assessments, or charges imposed and collected by the special district, including the rates or amounts for the fiscal year and the statutory authority for the levy

of the tax, fee, assessment, or charge. For purposes of this subparagraph, charges do not include patient charges by a hospital or other health care provider.
The primary contact information for the special district for purposes of communication from the department.
A code of ethics adopted by the special district, if applicable, and a hyperlink to generally applicable ethics provisions.
The budget of the special district and any amendments thereto in accordance with s.189.016.
The final, complete audit report for the most recent completed fiscal year and audit reports required by law or authorized by the governing body of the special district.
A listing of its regularly scheduled public meetings as required by s. 189.015(1).
The public facilities report, if applicable.
The link to the Department of Financial Services’ website as set forth in s. 218.32(1)(g).
At least 7 days before each meeting or workshop, the agenda of the event, along with any meeting materials available in an electronic format, excluding confidential and exempt information. The information must remain on the website for at least 1 year after the event.
(b)	The department’s website list of special districts in the state required under s. 189.061shall include a link for each special district that provides web-based access to the public for all information and documentation required for submission to the department pursuant to subsection

2.0 ADA & WCAG Compliance – Introduction

Every individual must have equal access to information whether it is in person service or online. This is a general agreement and understanding of access.
The Internet has dramatically changed the way state and local governments do business. Today, government agencies routinely make much more information about their programs, activities, and services available to the public by posting it on their websites. As a result, many people can easily access this information seven day a week, 24 hours a day.
Many government services and activities are also provided on websites because the public is able to participate in them at any time of day and without the assistance of government personnel. Many government websites offer a low cost, quick, and convenient way of filing tax returns, paying bills, renewing licenses, signing up for programs, applying for permits or funding, submitting job applications, and performing a wide variety of other activities.
The Americans with Disabilities Act (ADA) and, if the government entities receive federal funding, the Rehabilitation Act of 1973 generally require that state and local governments provide qualified individuals with disabilities equal access to their programs, services, or activities unless doing so would fundamentally alter the nature of their programs, services, or activities or would impose an undue burden. One way to help meet these requirements is to ensure that government websites have accessible features for people with disabilities, using the simple steps described in this document. An agency with an inaccessible website may also meet its legal obligations by providing an alternative accessible way for citizens to use the programs or services, such as a staffed telephone information line. These alternatives, however, are unlikely to provide an equal degree of access in terms of hours of operation and the range of options and programs available.
The World Wide Web Consortium (W3C) sets the main international standards for the World Wide Web and its accessibility. W3C created the Web Content Accessibility Guidelines (WCAG
and 2.1) which are similar to Section 508, but on an international level. WCAG 2.0 and 2.1 requires specific techniques for compliance and is more current than Section 508.
Many countries and international organizations require compliance with WCAG 2.0 and 2.1. The guidelines are categorized into three levels of compliance: A (must support), AA (should support), and AAA (may support). Representatives from the accessibility community around the world participate in the evolution of these guidelines.
Source: https://www.w3.org/WAI/standards-guidelines/wcag/
Visit http://vglobaltech.com/website-compliance/ for more details, do a website compliance check on your website and to download a PDF proposal.

Common Problems and Solutions in Website Accessibility?
Problem: Images Without Text Equivalents
Solution: Add a Text Equivalent to Every Image
Adding a line of simple HTML code to provide text for each image and graphic will enable a user with a vision disability to understand what it is. Add a type of HTML tag, such as an “alt” tag for brief amounts of text or a “longdesc” tag for large amounts, to each image and graphic on your agency’s website.
The words in the tag should be more than a description. They should provide a text equivalent of the image. In other words, the tag should include the same meaningful information that other users obtain by looking at the image. In the example of the mayor’s picture, adding an “alt” tag with the words “Photograph of Mayor Jane Smith” provides a meaningful description.
In some circumstances, longer and more detailed text will be necessary to convey the same meaningful information that other visitors to the website can see. For example, a map showing the locations of neighborhood branches of a city library needs a tag with much more information in text format. In that instance, where the map conveys the locations of several facilities, add a “longdesc” tag that includes a text equivalent description of each location shown on the map –
e.g., “City Center Library, 433 N. Main Street, located on North Main Street between 4th Avenue and 5th Avenue.”
Problem: Documents Are Not Posted In an Accessible Format
Solution: Post Documents in a Text-Based Format
Always provide documents in an alternative text-based format, such as HTML or RTF (Rich Text Format), in addition to PDF. Text-based formats are the most compatible with assistive technologies.

Problem: Specifying Colors and Font Sizes
Solution: Avoid Dictating Colors and Font Settings
Websites should be designed so they can be viewed with the color and font sizes set in users’ web browsers and operating systems. Users with low vision must be able to specify the text and background colors as well as the font sizes needed to see webpage content.
Problem: Videos and Other Multimedia Lack Accessible Features
Solution: Include Audio Descriptions and Captions
Videos need to incorporate features that make them accessible to everyone. Provide audio descriptions of images (including changes in setting, gestures, and other details) to make videos accessible to people who are blind or have low vision. Provide text captions synchronized with the video images to make videos and audio tracks accessible to people who are deaf or hard of hearing.

Web Content Accessibility Guidelines (WCAG)

Understanding the Four Principles of Accessibility
The guidelines and Success Criteria are organized around the following four principles, which lay the foundation necessary for anyone to access and use Web content. Anyone who wants to use the Web must have content that is:
Perceivable - Information and user interface components must be presentable to users in ways they can perceive.
This means that users must be able to perceive the information being presented (it can't be invisible to all of their senses)
Operable - User interface components and navigation must be operable.
This means that users must be able to operate the interface (the interface cannot require interaction that a user cannot perform)
Understandable - Information and the operation of user interface must be understandable.
This means that users must be able to understand the information as well as the operation of the user interface (the content or operation cannot be beyond their understanding)
Robust - Content must be robust enough that it can be interpreted reliably by a wide variety of user agents, including assistive technologies.
This means that users must be able to access the content as technologies advance (as technologies and user agents evolve, the content should remain accessible)
If any of these are not true, users with disabilities will not be able to use the Web.

Under each of the principles are guidelines and Success Criteria that help to address these principles for people with disabilities. There are many general usability guidelines that make content more usable by all people, including those with disabilities. However, in WCAG 2.1, we only include those guidelines that address problems particular to people with disabilities. This includes issues that block access or interfere with access to the Web more severely for people with disabilities.

See reference section at the end of this document for more information and websites for ADA, Usability and other important compliance issues and solutions.

VGlobalTech development and business management team shall study these compliance guidelines and with our technical capabilities apply these to make your website accessible, compatible and fully functional for all people, including those with disabilities.
Visit https://vglobaltech.com/website-compliance/ for details of our compliance process and expertise in this area.
Please see References section for several resources on compliance.

Pricing

VGlobalTech team shall complete the following critical tasks for client website. All costs below are per website / CDD:

Existing Website Remediation / New Website Build:

	Task	
1.	Remediate existing website / Build new website from start as per Florida Statute Chapter 189 requirements. Ensure ADA & WCAG compliance requirements. Customer shall provide all documents and content required. ALL webpages on the website. Create accessibility document, code review, html
updates, plugins / security updates required for ADA and WCAG compliance	
2.	Cross-Device Check (Website needs to appear as per ADA standards on Mobile Phones, Tablets, Desktops etc.). Braille Readers, Other assistance technology
compatibility	
3.	ADA Standards application (as per Section 1 above). ADA.gov, Web Content
Accessibility Guidelines (WCAG)	
4.	PDF Documents conversion (to Text, HTML etc.) as needed for ADA Compliance
/ Reader Compliance (up to 2 years of documents shall be converted)	
5.	Create a webpage showing websites ADA Compliance efforts	
6.	Create customized footer with VGlobalTech’s ADA Compliance Seal (valid for 1
year only)	
7.	Web Design Total: $2375/- (one time)	

ADA Compliance Monthly Maintenance and Hosting

Maintenance contract starts after initial conversion is completed (It is critical to maintain compliance as websites get updated):

The Annual Maintenance DOES NOT include the quarterly audits proposed in the next section. Maintenance contract is required for VGlobalTech’s proprietary document conversion software (PDF to RTF) to be used that allows faster, accurate and batch processing for document conversion.

	Task	
1.	Full content upload support to regularly keep site updated (includes all documents, audit reports, agendas, meeting minutes, events etc). Ensure content is in ADA and WCAG compliance for the entire site. Section 508 stipulations (applicable to CDD) and FIA /eGIS insurance requirements are met. These points are very critical to maintain a fully compliant website at all times. Update
turnaround time – less than 24 hrs from customer sending the content and documents to be updated to VGT team.	
2.	PDF Documents conversion (to Text, HTML etc) as needed (new documents during the maintenance year only) for ADA Compliance / Reader Compliance. VGlobalTech’s proprietary batch conversion software shall be used by our team for faster batch-conversion processing as long as the contract is valid (big time saver that creates compliant documents that can be uploaded to the website). There is no limit on how many documents or pages per documents can be converted per month using VGlobalTech’s software. If Auto conversion fails, VGlobalTech
team shall perform manual OCR and conversion within 24 hrs.	
3.	Update footer with VGlobalTech’s ADA Compliance Seal (extended for current
year)	
4.	Website hosting and backups – Premium hosting, unlimited file space, bandwidth, fast website response, regular automated backups, SSL certificates for secure site
access (https protocol), 99.9% website uptime:	
	Total Monthly Maintenance with full content upload, document conversion and Hosting:
$300 / month

*support beyond 8 hrs. / month / CDD shall be billed at $55 / hr. separately (VGlobalTech team shall be responsible to track and report hours exceeded, if any)
***Monthly maintenance must be paid before the 10th of every month	

Quarterly Technical and Human Audit

This audit is as per the Florida Insurance Alliance guidelines. Please check with your insurance agency for specific requirements. Read more here: https://vglobaltech.com/wp- content/uploads/2019/03/FIA_ADA_Guidelines-2019-2020.pdf
VGlobalTech has partnered with a local agency for the visually impaired – LightHouse Works. LightHouse has developed a unique program for digital accessibility that is run by visually impaired personnel that are highly skilled in human auditing of websites and software as per the section 508 stipulations. Read more about our partnership here: https://vglobaltech.com/website-compliance/
Together we are now able to provide not one but two compliance seals for all our customers:
Digital Asset Technical Compliance Seal:

VGlobalTech in-house technical team shall remediate / test the website / software for ADA, WCAG compliance. VGlobalTech’s technical design & development team is fully aware of the Americans with Disability Act (ADA), Web Content Accessibility Guidelines (WCAG), Section 508 of the Rehabilitation Act of 1973 and overall the design principles of a professional, accessible, functional and responsive web design. The entire team has taken dedicated time and efforts to learn these design principles first hand. Our purpose is clear
– Universal, Creative Web design that works for everyone, everywhere and every time!

Human Audit Seal:

LightHouse Works’ visually impaired personnel shall actually test the website for compliance as per the section 508 and ADA requirements. The VGlobalTech technical team shall remediate any points discovered by LightHouse team and send the site for re-certification. Upon satisfactory completion LightHouse shall provide the Human Audit Seal that will be specific to the site and the VGlobalTech team shall put the seal on the site. This is an added layer of true Human Audit testing that provides full ADA compliance.

Cost for Audit: $400 / per audit
Can be paid yearly for all 4 audits ($1600) or can be paid per audit every quarter $400
Seals renewed every quarter
Audits are conducted by VGlobalTech and LightHouse Agency together
Full Audit reports shall be provided

This proposal includes following points, stipulations terms and conditions:

*(1) conference call or in person meetings per month with client to review metrics, results and monthly recaps *unless otherwise noted
* email and phone communication
*Anything out of the scope of work in the above proposal will be addressed and client will be immediately notified. After notification of additional work, a subsequent quote will be provided to cover that work.
*Client is responsible to adhering to timelines as far as information required to complete the task is concerned. If timelines are not adhered to and exceed 15 business days past the current marketing months, last day, all work will end. A new month with new allocated costs will be presented for future work to commence. No refunds and owed work will be due unless otherwise agreed upon. An Invoice will be provided once signature approval of this project proposal. Payments will be made to VGLOBALTECH
*Client is responsible for verifying quality of work, providing feedback, verifying that compliance has been met as required. VGlobalTech team shall not be responsible for any legal ramifications arising from work not done as per external agencies / organizations / associations needs if
proper feedback is not provided by the customer. VGlobalTech’s work will be in best faith but cannot guarantee all compliance / legal needs since we are not the final authority in the ADA or WCAG compliance area. VGlobalTech shall not be liable for any legal ramifications arising from compliance issues and cannot be held responsible for any legal or other lawsuits.
Refund Policy: The client may halt work and request for a refund within seven days of the date of signing this services agreement by mailing a signed letter to the main address listed on www.VGlobalTech.com website. If client requests a refund within seven days of the date of signing their agreement, they shall be liable to pay for all work completed and will be refunded the remaining balance of the initial payment if billable work has not exceeded a charge that would be greater than client’s initial payment. If client requests a refund after the seven days from the date of the signing of the agreement client is liable to pay for all work completed plus an additional 25% of any remaining balance that may still be due. Once line item projects are complete no refunds will be issued. Confidentiality: All information between client and service provider inclusive of technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure and will be treated as such and with absolute confidentiality and will
not be shared or used, which will be maintained at all times. The client is not allowed to disclose their price with any third parties. Doing so is in breach of this agreement. All information development will be shared and proprietary information and property between client and service providers.

4.0 Proposal Acceptance:

The VGlobalTech proposed solution and terms have been accepted by the customer and the VGlobalTech can proceed with the project. All payments shall be made according to this agreement.

Select Proper Option Below, Sign and Date, Return to contact@vglobaltech.com: 

Option1: Website only
Section 3.1: One time (website conversion and compliance cost):

Option2: Website and Monthly Maintenance w/ Hosting
Section 3.1: One time (website conversion and compliance cost)
+
Section 3.2 ADA Compliance Monthly Maintenance and Hosting

Option3: Website and Quarterly Audits
Section 3.1: One time (website conversion and compliance cost)
+
Section 3.3 Quarterly Technical and Human Audit Testing

Option4: Website, Monthly Maintenance w/ Hosting and Quarterly Audits
Section 3.1: One time (website conversion and compliance cost)
+
Section 3.2 ADA Compliance Monthly Maintenance and Hosting
+
Section 3.3 Quarterly Technical and Human Audit Testing

Signatures:

For Customer	Date

VB Joshi

For VGlobalTech	Date

5.0 References:

ADA Best Practices Tool Kit for State and Local Governments: https://www.ada.gov/pcatoolkit/chap5toolkit.htm

U.S. Department of Justice, Civil Rights Division, Disability Rights Section
https://www.ada.gov/websites2.htm

Web design Standards: https://www.w3schools.com/

Web Content Accessibility Guidelines (WCAG) https://www.w3.org/TR/WCAG21/

VGlobalTech Web Content Accessibility Implementation and Checkpoints: http://vglobaltech.com/website-compliance/

AGREEMENT BETWEEN THE RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT AND NEWAGETUTORS LLC, D/B/A VGLOBALTECH, FOR WEBSITE BUILD/REMEDIATION, AUDITING, REMEDIATION, AND MAINTENANCE SERVICES

THIS AGREEMENT (this “Agreement’) is entered into as of this 	day of 	, 2020, by and between:
RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT, a local unit of special- purpose government, established and existing pursuant to Chapter 190, Florida Statutes, with a mailing address of 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District”), and
NEWAGETUTORS LLC, D/B/A VGLOBALTECH, a Florida limited liability company, with a mailing address of 636 Fanning Drive, Winter Springs, Florida 32708 (“Contractor”).

RECITALS
WHEREAS, the District is a local unit of special-purpose government, created and existing pursuant to Chapter 190, Florida Statutes; and
WHEREAS, pursuant to section 189.069, Florida Statutes, the District must maintain an official website containing, at minimum, the statutorily required information (“Website”); and
WHEREAS, the District has a need to obtain a qualified independent contractor to build a new Website compliant with the accessibility requirements of Title II of the Americans with Disabilities Act (“ADA”), which ADA accessibility requirements and standards may change from time to time, and to remediate or otherwise convert the Website to meet such ADA accessibility requirements, to routinely audit the Website to ensure continued compliance with the ADA and to perform ongoing maintenance of the website, all as more particularly described herein and in the proposal attached hereto as Exhibit A and made a part herein (together, the “Services”); and
WHEREAS, Contractor represents and warrants to the District that it is qualified, willing and capable of providing the Services; and
WHEREAS, the District and Contractor desire to enter into this Agreement for the purposes stated herein and the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.
NOW, THEREFORE, in consideration of the recitals, agreements and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
SECTION 1. RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2. SCOPE OF WORK. Contractor shall provide Services in accordance with the terms provided in this Agreement and in Exhibit A, which Services include the following:

EXISTING WEBSITE REMEDIATION/NEW WEBSITE BUILD. Contractor shall either perform a one-time conversion and remediation of the existing Website or build a new Website, which shall meet all compliance requirements under the ADA and compliance requirements based on federally recommended ADA best practices for state and local governments as promulgated by federal law and rulemaking, including but not limited to Web Content Accessibility Guidelines 2.1 Level AA, as the same may be amended and updated from time to time (as amended and updated from time to time, “WCAG”). Specifically, Contractor shall, at a minimum:
provide an ADA compliant Website and/or perform ADA website compliance check for the current Website, as applicable, and create project plan to provide an ADA compliant Website that meets, at minimum, the currently effective WCAG standards. The District has elected to require Contractor to build a new website;
cross-check compatibility of the Website with various web applications, including but not limited to mobile phones, tablets, laptop computers, desktop computers, and braille readers and other assistive technologies for accessibility;
convert up to two (2) years of accumulation of existing PDF documents to accessible formats for assistive technologies, as needed;
provide a webpage containing website accessibility policy that includes a commitment to accessibility for persons with disabilities, the District’s engagement of Contractor for ADA specific services, in an effort to create and maintain Website ADA compliance, accessibility standard used and applied to the Website (which shall be at a minimum WCAG), and contact information of the District Manager or their designee (email and phone number) for users encountering any problems (collectively, “Accessibility Policy”);
provide Contractor’s ADA compliance shield, seal or certification for display on the Website (“Compliance Shield”); and
provide any and all other effort reasonably necessary to allow the District to receive the maximum benefit of the Services contemplated by this Agreement and Exhibit A, recognizing the District is relying on Contractor’s expertise for Website design/best practices in accordance with the ADA.
MAINTENANCE. Contractor shall provide an ongoing maintenance of the Website to ensure continued compliance with WCAG. Specifically, Contractor shall:
continue to provide and update, as needed, those Services identified in Section 2(A);
provide assistive support via telephone and/or email up to eight (8) hours per month, including regularly corresponding with the District staff regarding remediated documents, providing updates to the Website, and providing recommendations of remedial actions, as needed. Notwithstanding the foregoing, the District may request that Contractor attend a conference call or an in-person meeting of the District to review metrics, results and summaries of maintenance

performed to-date;
remediate new documents identified by the District to accessible formats for assistive technologies, as needed, including new agenda materials. In the event that the District is allowed access to Contractor’s proprietary batch conversion software (“Software”) that creates compliant documents, the District shall first remediate new documents using the Software. If conversion by Software fails to produce a compliant document, then Contractor shall remediate new documents within 24 hours of the District’s request;
provide and update Contractor’s Compliance Shield and Accessibility Policy, which may need to be updated from time to time, for display and use on the Website;
secure “https” certification and provide premium, secure “cloud” hosting with fail-over, automated, and regular back-up measures to ensure continued functionality and accessibility of the Website (collectively, “Hosting”). Hosting shall also include, but not be limited to, unlimited file space, bandwidth, fast website response, and 99.9% website uptime;
provide any and all other effort reasonably necessary to allow the District to receive the maximum benefit of the Services contemplated by this Agreement and Exhibit A.
QUARTERLY TECHNOLOGICAL AND HUMAN AUDITS. Contractor shall perform, or cause to be performed, at least four (4) quarterly technological and human audits per year to ensure Website’s compliance with WCAG standards or better and any applicable laws, rules and regulations applicable to the Website. After each audit, Contractor shall remediate any deficiencies identified during such audit and provide a written report to the District summarizing the audit and remediations made, if any. Contractor shall renew, on a quarterly basis, the Digital Asset Technical Compliance Seal and the Human Audit Seal (collectively, the “Audit Seals”) on the Website.
ADDITIONAL SERVICES. In the event that the District desires additional work or services, Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiation regarding the terms of the additional work, including scope and compensation, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement prior to commencement of any such additional work. The following is a non-exhaustive list of possible additional services that the District may request of Contractor:
performing additional audit(s) of the Website;
providing a point of contact to respond to public’s requests for Website accommodation;
converting documents for public records requests received by the District;
providing assistive support to District staff that is in excess of eight (8) hours per month, at a rate not to exceed Fifty-Five Dollars ($55.00) per hour; and

providing any other ADA recommended compliance services requested by the District that Contractor is capable of performing.

Contractor shall be solely responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District and in accordance with this Agreement. Contractor shall use industry best practices and procedures when carrying out the Services. While providing the Services, Contractor may sub-contract certain portions of the Services (“Sub-Contracted Services”); provided however, Contractor shall remain responsible ensuring completion of all Services, including the Sub-Contracted Services, in accordance with the terms provided in this Agreement and Exhibit A.

SECTION 3.	COMPENSATION. As compensation for the Services, the District agrees to pay Contractor in accordance with the following terms:

EXISTING WEBSITE REMEDIATION/NEW WEBSITE BUILD. For performance of the Services as provided in Section 2(A) of this Agreement, the District shall pay a one-time fee of Two Thousand Three Hundred Seventy-Five Dollars ($2,375.00). Contractor shall invoice the District upon completion of the initial work provided in Section 2(A).
MAINTENANCE. For performance of the Services as provided in Section 2(B) of this Agreement, the District shall pay Three Thousand Six Hundred Dollars ($3,600.00) per year, payable in twelve (12) equal monthly installments of Three Hundred Dollars ($300.00). Parties understand and acknowledge that this includes document remediation pursuant to Section 2(B)(iii).
QUARTERLY TECHNOLOGICAL AND HUMAN AUDITS. For performance of the Services as provided in Section 2(C) of this Agreement, the District shall pay One Thousand Six Hundred Dollars ($1,600.00) per year, payable in equal, quarterly installments of Four Hundred Dollars ($400.00).
INVOICES; PAYMENT. Contractor shall maintain records conforming to usual accounting practices. Further, Contractor shall render each invoice to the District in writing, which shall be delivered promptly upon completion of each Service. Each invoice shall contain, at a minimum, the District’s name, Contractor’s name, the invoice date, an invoice number, an itemized listing of all costs billed on each invoice with a sufficient description of each allowing the District to approve each cost, the time frame within which the Services were provided, and the address or bank information to which payment is to be remitted. Consistent with Florida’s Prompt Payment Act, section 218.70, et al., Florida Statutes, the invoices shall be due and payable within forty-five (45) days of receipt by the District.
SECTION 4.	TERM AND TERMINATION.

TERM. This Agreement shall become effective upon the date and year first written above and shall be in effect until terminated by either party in accordance with the terms of this Agreement.
TERMINATION. The District agrees that Contractor may terminate this Agreement for cause by providing sixty (60) days’ written notice of termination to the District; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this

Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to Contractor. Contractor agrees that the District may terminate this Agreement without cause; provided that the District shall provide thirty (30) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for all Services rendered up until the effective termination of this Agreement, subject to whatever claims or offsets the District may have against Contractor as the sole means of recovery for termination.
SECTION 5.	REPRESENTATIONS,	WARRANTIES	AND	COVENANTS.	Contractor
represents, warrants, and covenants that (a) the Services will conform to the requirements provided in Section 2 herein and Exhibit A; (b) the Services shall be performed by qualified personnel in a professional, prompt, diligent, good, safe and workmanlike manner in accordance with all laws, industry standards, and all applicable ADA and other website accessibility compliance standards, including but not limited to WCAG and other federally recommended guidelines, as may be amended from time to time; and (c) neither the Services nor any product provided by Contractor shall infringe, misappropriate, or otherwise violate the intellectual property rights of any third- party. To the extent that any defects are found and reported to the Contractor, the Contractor shall correct such defects within thirty (30) days.
SECTION 6.	INTELLECTUAL PROPERTY.
CONTRACTOR MATERIALS. Except as provided herein, Contractor shall retain all right, title, and interest in and to (i) all patents, trademarks, service marks, copyrights, and other intellectual property or proprietary rights of Contractor used in or otherwise associated with the Services, and other materials provided to the District hereunder; and (ii) all trade secrets, technical specifications and data to the extent they are intellectual property, and inventions which are authored, conceived, devised, developed, reduced to practice, or otherwise performed by Contractor which arise out of Contractor’s performance of the Services, none of which shall be deemed a “work made for hire” under the Copyright Act of 1976 (collectively, “Contractor Materials”), and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive Contractor of any of its intellectual property and proprietary interests associated therewith. Subject to the foregoing, Contractor grants to the District a non- exclusive, non-transferable worldwide perpetual limited right and license to access and use the Contractor Materials in connection with the ordinary and intended use by the District as contemplated in this Agreement, including viewing, downloading and printing the Contractor Materials for the District’s use, and without in any case removing Contractor’s copyright, trademark or other intellectual property ownership notices.
THE DISTRICT MATERIALS; PUBLICITY AND TRADEMARKS. The District shall own the Website, domain name, all e-mail addresses, and all website and e-mail content, under all circumstances. In the event of a termination of this Agreement for any reason, Contractor shall take all necessary steps to transfer, or otherwise allow the District to retain, such website, domain name, e-mail addresses and content of the same. Additionally, to the extent applicable, Contractor shall take commercially reasonable precautions consistent with industry standards to protect confidential information, including, e.g., credit card information and other sensitive information protected under Florida’s Public Records Laws. Contractor shall immediately notify the District of any breach or loss of data, and take such steps as are reasonably necessary to address any such issue. Except as provided herein, the District shall retain all right, title, and interest in and to all

intellectual property of the District provided or made available to the Contractor in connection with Contractor’s Services (collectively, “District Materials”) and nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive the District of any of its intellectual property or other proprietary interests associated therewith, if any. Subject to the foregoing, the District grants to Contractor a non-exclusive, non-transferable worldwide limited right and license to access and use such District Materials in connection with the provision of the Services as contemplated by this Agreement. Further, the District permits Contractor to identify the District as a customer of Contractor in Contractor’s marketing materials (including using the District’s name and logo for such limited purposes).

The District further acknowledges and agrees that for Contractor to perform the Services, it must, in some cases, give Contractor remote access to areas behind log-ins that are to be audited hereunder, including, without limitation to content management systems and/or servers (collectively, “System”), and agrees that it will furnish to Contractor all necessary information and/or user names and passwords required to do so. Contractor agrees to follow commercially reasonable security policies for accessing the District’s System including any specific security procedures as may be communicated to Contractor by the District prior to Contractor accessing the System. Contractor shall on its own or through coordination with the District’s Website provider, create a back-up copy of all data that may be affected by Contractor’s access to the System.

RIGHT TO DISPLAY CONTRACTOR’S COMPLIANCE SHIELD / ACCESSIBILITY POLICY. Pursuant to this Agreement, the Contractor shall provide the District with a Compliance Shield, applicable Audit Seal(s), and customized Accessibility Policy, which the District shall display on its Websites and web applications. The District is expressly prohibited from using the Compliance Shield and/or applicable Audit Seal(s) for any purpose not specifically authorized by this Agreement, and in no event may use such Compliance Shield and/or applicable Audit Seal(s) for or on behalf of any other party or in connection with any domain name and/or organization name other than those being scanned or serviced in connection with the Services.

SECTION 7.   PUBLIC RECORDS.   Contractor understands and agrees that all documents or on-line content of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is James Perry (“Public Records Custodian”). Among other requirements and to the extent applicable by law, Contractor shall 1) keep and maintain public records required by the District to perform the Work; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public

records are transferred by Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (904) 940-5850, JPERRY@GMSNF.COM, OR AT 475 WEST TOWN PLACE, SUITE 114, ST. AUGUSTINE, FLORIDA 32092.
SECTION 8. INDEMNITY.
Contractor agrees to defend, indemnify, and hold harmless the District and its officers, agents, staff, employees, successors, assigns, members, affiliates, or representatives from any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments against the District, or loss or damage, whether monetary or otherwise, arising out of, wholly or in part by, or in connection with the Services to be performed by Contractor, its subcontractors, its employees and agents (including, but not limited to Lighthouse Central Florida, Inc., or any other company or individual performing human audits as required by Section 2(C) of this Agreement) in connection with this Agreement, including litigation, mediation, arbitration, appellate, or settlement proceedings with respect thereto. This specifically includes a lawsuit based on lack of ADA compliance or other website compliance insufficiencies. Additionally, nothing in this Agreement requires Contractor to indemnify the District for the District’s percentage of fault if the District is adjudged to be more than 50% at fault for any claims against the District and Contractor as jointly liable parties; however, Contractor shall indemnify the District for any and all percentage of fault attributable to Contractor for claims against the District, regardless of whether the District is adjudged to be more or less than 50% at fault. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on liability contained in section 768.28, Florida Statutes, or other statute.
Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), any interest, expenses, damages, penalties, fines, or judgments against the District, all as actually incurred.
In the event that Contractor assigns its obligations under this Agreement to a third party, Contractor acknowledges and agrees that Contractor shall require such third party to provide indemnification to the District consistent with the requirements of this Section 8.
SECTION 9.   SCRUTINIZED COMPANIES STATEMENT.   Contractor certifies that it is not in violation of section 287.135, Florida Statutes, and is not prohibited from doing business with the District under Florida law, including but not limited to Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

If Contractor is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate the Contract.

SECTION 10.	GENERAL PROVISIONS.

CONFLICTS. The terms of this Agreement and Exhibit A are intended to complement each other, and to the extent they conflict, the terms of Exhibit A shall control only to the extent that such provisions provide clarifications on Services and materials to be provided by Contractor pursuant to Exhibit A; in all other respects, the provisions of this Agreement shall control.
AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this Agreement.
INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor to the District is the relationship of an independent contractor and not that of an employee, agent, joint-venturer, or partner of the District. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Contractor or any of its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor. The parties acknowledge that Contractor is not an employee for state or federal tax purposes. Contractor shall hire and pay all of Contractor’s or its employees, agents, successors, assigns or anyone directly or indirectly employed by Contractor, all of whom shall be employees of Contractor and not employees of the District and at all times entirely under Contractor’s supervision, direction, and control.

In particular, the District will not: i) withhold FICA (Social Security) from Contractor’s payments; ii) make state or federal unemployment insurance contributions on Contractor’s behalf;
iii) withhold state or federal income tax from payment to Contractor; iv) make disability insurance contributions on behalf of Contractor; or v) obtain workers’ compensation insurance on behalf of Contractor.

DISPUTE RESOLUTION. Before initiating any legal claim or action (except with respect to equitable relief), the parties agree to attempt in good faith to settle any dispute, controversy, or claim arising out of or related to this Agreement or the Services (collectively, "Dispute") through discussions which shall be initiated upon written notice of a Dispute by either party to the other. If the parties cannot resolve the Dispute within ten (10) business days, then the parties shall attempt to settle the Dispute by mediation. If mediation is unsuccessful, the parties may then proceed to filing a claim in the appropriate jurisdictional court in accordance with this Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the substantially prevailing party shall be entitled to recover from the other all fees and costs incurred, including reasonable attorneys’ fees,

paralegal fees, expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.
APPLICABLE LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to the principles of conflict of laws. Except for actions seeking injunctive relief (which may be brought in any appropriate jurisdiction), suits under this agreement shall only be brought in a court of competent jurisdiction in the county of St. Johns County, Florida. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this section. The District and Contractor waive any right they may have to assert the doctrine of forum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Section.
LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and Contractor and no right or cause of action shall accrue upon or by reason to or for the benefit of any third-party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Contractor and their respective representatives, successors, and assigns.
DEFAULT AND PROTECTION AGAINST THIRD-PARTY INTERFERENCE. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third-party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third-party to this Agreement.
NOTICES. All notices, requests, consents, and other communications under this Agreement (“Notice” or “Notices”) shall be in writing and shall be delivered, mailed by Overnight Delivery or First Class Mail, postage prepaid, to the parties, as follows:
If to Contractor:	NewAgeTutors LLC
d/b/a VGlobalTech 636 Fanning Drive
Winter Springs, Florida 32708 Attn: Vaibhav V. Joshi

If to District:	Rivers Edge III Community Development District
475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams PA
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel
Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for Contractor may deliver Notice on behalf of the District and Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth herein.
ENTIRE AGREEMENT. This Agreement, together with Exhibit A, sets forth the entire agreement of the parties, and supersedes any prior agreements or statements with respect to the subject matter hereof. No provision of this Agreement may be amended, waived or modified unless the same is set forth in writing and signed by each of the Parties to this Agreement, or their respective successors or assigns.
SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.
ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written consent of the other. Any purported assignment without such consent shall be null and void.
AMENDMENTS. This Agreement may be amended or modified only by a written instrument duly executed by both parties.
FORCE MAJEURE. If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitations, an “act of God,” fire, flood, war, strike, government regulation, civil or military authority, acts or omissions of transmitters, utilities, providers or hackers, the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence.
SURVIVAL. In addition to such other provisions hereof which, by their terms, survive any termination or expiration of this Agreement, Section 5 (Representations, Warranties and Covenants), Section 6 (Intellectual Property), Section 7 (Public Records), Section 8

(Indemnity), and Section 10 (General Provisions) shall survive any termination or expiration of this Agreement.
WAIVER. No breach of any term of this Agreement shall be deemed waived unless expressly waived in writing by the party who might assert such breach. Any failure or delay by either party to exercise any right, power, or privilege under this Agreement shall not be deemed a waiver of any such right, power, or privilege under this Agreement on that or any subsequent occasion. Any waiver by either party, whether express or implied, of any provision of this Agreement, any waiver of default, or any course of dealing hereunder, shall not affect such party’s right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default or breach, whether or not similar.
COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgement pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.
ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the parties as an arm’s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In case of a Dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either party.
DESCRIPTIVE HEADINGS. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement as of the date and year first set forth above.

ATTEST:	RIVERS EDGE III COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Vice/Chairperson, Board of Supervisors

WITNESS:	NEWAGETUTORS LLC, D/B/A
VGLOBALTECH, a Florida limited liability company

Print Name: 		By: Vaibhav V. Joshi, Manager

Exhibit A:	Proposal for Services

Exhibit A

Proposal for Service

ADA Compliance Monthly Maintenance and Hosting

Maintenance contract starts after initial conversion is completed {It is critical to maintain compliance as websites get updated);

The Annual Maintenance DOES NOT include the quarterly audits proposed in the next section. Maintenance contractis required for VGlobalTech's proprietary document conversion software (PDFto RTF) to be used that allows faster, accurate and batch processing for document conversion.
Task
Full content upload support to regularly keep site updated (includes all documents, audit reports, agendas, meeting minutes, events etc). Ensure content is in ADA and WCAG compliance for the entire site. Section 508 stipulations (applicableto COD) and FIA /eGIS insurance requirements are met. These points are very critical to maintain a fully compliant website at all times. Update
turnaround time -Jess than 24 hrsfrom customersending the content and documents to be
updated to VGT team.
PDF Documents conversion (to Text, HTML etc) as needed (new documents during the maintenance year only) for ADA Compliance / Reader Compliance. VGlobalTech's proprietary
batch conversion software shall be used by our team for faster batch conversion processing as long as the contract is valid (big time saver thatcreates compliant documents that can be uploaded to the website). There is no limit on how many documents or pages per documents can be converted per month using VGlobalTech's software. If Auto conversion fails, VGlobalTech team shall perform manual OCR and conversion within 24 hrs.
Update footer with VGlobalTech's ADA Compliance Seal {extended for current
year)
Website hosting and backups - Premium hosting, unlim ited file space, bandwidth, fast website response, regular automated backups, SSL certificates for secure site access (https protocol), 99.9% website uptime:
Total Monthly Maintenance with full content upload, document conversion and Hosting:
$300 / month

*support beyond 8 hrs. / month / COD shall be billed at $55 / hr. separately (VGlobalTech team shall be responsible to track and report hours exceeded, if any)
***Monthly maintenance must be paid before the 10th ofevery month

Qu;irterlv Technki11 and Hum.an Audit

VGloba/Tech.com  hperiet1ce1nr.ovali<>n	'c,,J!t 11 01 H Your stroteglc partner forWeb Design, Software, Mdrketing, and SEO solutions.
Coll: 321·947-7777 I Email: contoct@VGlobo/Tech.com F'nVC1le .:ir1d Con�der liol Docvme:nt. :..fQ pon of tnis o,;,cvnentshoH bi; pt"OdUOQct, �cnt cc..p �d lo arw porte:-•I rs:not 1n1'!:n.:.t� f1J r. It(: n1e1iiled tc1 tl"!c- et"lt t,i::,s,lis1eo c.rec,ty ontr'IIS pr,:pMC'.J . �· ds.Mf:tj1 on w1th0v1' written cvnsard �hon t,e- p(Oc�u,ea

14

15

TWELFTH ORDER OF BUSINESS

C.

April 20, 2020

Rivers Edge 111 COD
Governmental Mgmt. Services, LLC Attn: Courtney Hogge
475 West Town Place, Su ite 1 14 St. Augustine, FL 32092
Dear Ms. Hogge:
In response to your request regarding Section 1 90. 006(3)(a)(2)(d), Florida Statutes, the following information is applicable for:
Rivers  Edge Ill COD

d·

0 registered voters in St. Johns Cou nty Please contact us if we may be of further assistance.
Sincerely,
cl2ry&-
Vicky �s
Supervisor of Elections VO/ew

4455 Avenue A #IO I • St. Augustine, FL 32095 • P 904 .823.2238 • F 904.823 .2249 • www.sjcvotes.us