Holly Hill Road East Community Development District

12051 Corporate Boulevard, Orlando, FL 32817; 407-382-3256 www. hollyhillroadeastcdd com
The following is the proposed agenda for the meeting ofthe Board of Supervisors for the Holly Hill Road East Community Development District, scheduled to be held Wednesday, January 16, 2019 at 10:00 a.m. at the Offices of Cassidy Homes, 346 East Central Ave., Winter Haven, FL 33880. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarlandt at janeg@fishkind.com or (407) 382-3256. As always, the personal attendance of three (3) Board Members will be required to constitute a quorum.

If you would like to attend the Board Meeting by phone, you may do so by dialing: Phone: 1-866-546-3377	Participant Code: 964985
PROPOSED BOARD OF SUPERVISORS' MEETING AGENDA

Administrative Matters
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]
Consideration of the Minutes of the December 19, 2018 Board of Supervisors Meeting
Business Matters
Consideration	of	Resolution	2019-08,	Designating	District	Manager, Assessment Consultant, and Financial Advisor
Consideration of Agreement between the District and Florida Wall Concepts, Inc. for Citrus Pointe Wall

Ratification of Agreement between the District and Pro Playgrounds for Playground Equipment Installation Services
Ratification of Payment Authorization Nos. 55 - 56
Review of Monthly Financials
Other Business
Staff Reports District Counsel Interim Engineer District Manager
Supervisor Requests and Audience Comments Adjournment

Holly Hill Road East Community Development District

Minutes

MINUTES OF MEETING
HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS' MEETING
Wednesday December 19, 2018 at 10:04 a.m. Offices of Cassidy Homes
346 East Central Ave.,

Winter Haven, Florida 33880
Board Members present at roll call:

Rennie Heath Andrew Rhinehart John Mazuchowski Lauren Schwenk Scott Shapiro

Board Member Board Member Board Member Board Member Board Member

(via phone)

Also, Present:

Jane Gaarlandt Kevin Plenzler Sonali Patil Roy Van Wyk Michelle Rigoni Dennis Wood Bob Gang Patrick Marone Drew White

FIRST ORDER OF BUSINESS

Fishkind & Associates, Inc.
Fishkind & Associates, Inc.	(via phone) Fishkind & Associates, Inc.
Hopping Green & Sams, P.A. Hopping Green & Sams, P.A.
Wood & Associates, LLC	(via phone) Greenberg Traurig	(via phone) Heath Constrnction and Management, LLC Cassidy Group

Call to Order and Roll Call

The meeting was called to order at 10:04 a.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS
There were no public comments at this time.

THIRD ORDER OF BUSINESS

Public Comment Period

Consideration of the Minutes of the	October	11,	2018	Special
Meeting, October 17, 2018   Board

of	Supervisors	Meeting,	and November 7, 2018 Special Meeting
The Board reviewed the Minutes of the previous meetings.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved the Minutes of the October 11, 2018 Special Meeting, October 17, 2018 Board of Supervisors Meeting, and November 7, 2018 Special Meeting.

FOURTH ORDER OF BUSINESS	Consideration of Resolution 2019-
04, Ratifying the Sale of the Series 2018 Bonds
Mr. Van Wyk presented the resolution ratifying the sale of the series 2018 Bonds.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Board approved Resolution 2019-04, ratifying the Sale of the Series 2018 Bonds.

FIFTH ORDER OF BUSINESS		Consideration of Amended and Restated Disclosure of Public Financing
Mr. Van Wyk stated that Florida Statutes require that the District discloses all of their public financing as a result of the 2018 Bond issuance.

On MOTION by Ms. Schwenk, seconded by Mr. Rhinehart, with all in favor, the Board approved the Amended and Restated Disclosure of Public Financing.

SIXTH ORDER OF BUSINESS	Consideration of Notice of Lien of Special Assessments, Series 2018
Mr. Van Wyk explained that	the Notice of Lien of Special Assessments needs to be recorded to give notice of the imposition of assessments.

On MOTION by Mr. Heath, seconded by Mr. Rhinehmi, with all in favor, the Board approved the Notice of Lien of Special Assessments, Series 2018.

SEVENTH ORDER OF BUSINESS	Consideration of Notice of
Boundary Amendment
Mr. Van Wyk explained the Notice of Boundary Amendment.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved the Notice of Boundary Amendment.

EIGHTH ORDER OF BUSINESS	Presentation of Second Amended
&	Restated	Assessment Methodology (Phase 4)
Mr. Plenzler presented the Second Amended and Restated Assessment Methodology noting that the assessments were found to be reasonably and equitably allocated and that the benefit received by each of the District's property owners from the District's CIP exceeds the cost of the related assessments.
Mr. Van Wyk asked Mr. Plenzler if he based his calculations on the Second Amended and Restated Engineer's Report. Mr. Plenzler replied that is correct. Mr. Van Wyk asked if Mr. Plenzler has heard of any changes or corrections to that report. Mr. Plenzler responded that he has not heard of any changes or corrections to the Engineer's Report. Mr. Van Wyk asked if the revision that Mr. Plenzler presented is consistent with the method's and procedures of the original report. Mr. Plenzler stated that is correct.

NINTH ORDER OF BUSINESS

Mr. Van Wyk presented the resolution to the Board.

Presentation of Resolution 2019- 07, Setting a Public Hearing on the District's Intent to Use the Uniform Method of Collection for the Expansion Area

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved the Resolution 2019-07, Setting a Public Hearing on the District's Intent to Use the Unifonn Method of Collection for the Expansion Area.

TENTH ORDER OF BUSINESS	Presentation of Second Amended
&	Restated	Engineer's	Report (Phase 4)
Mr. Wood presented the Second Amended & Restated Engineer's Report. Mr. Van Wyk asked if there were any material changes to the report other than the inclusion of Phase 4 and the cost estimates to Phase 4. Mr. Wood replied no. Mr. Van Wyk asked Mr. Wood if it is his opinion that the cost is reasonable for the project. Mr. Wood replies yes. Mr. Van Wyk asked if there was any reason that the District would not be able to construct the project as outlined in the report for Phase 4. Mr. Wood replied no.
ELEVENTH ORDER OF BUSINESS	Consideration of Resolution 2019-
05, Declaring Special Assessments on Expansion Area
Mr. Van Wyk explained that Resolution 2019-05 adopts the adopts the Engineer's Report as revised and the Methodology Report as revised.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved Resolutions 2019-05, Declaring Special Assessments on Expansion Area.

TWELFTH ORDER OF BUSINESS	Consideration of Resolution 2019-
06, Setting a Public Hearing on the Imposition of Special Assessments on the Expansion Area
Ms. Gaarlandt suggested that the board hold the public hearing on February 20, 2019.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved Resolution 2019-06, Setting February 20, 2019 as the Public Hearing Date on the Imposition of Special Assessments on the Expansion Area.

THIRTEENTH ORDER OF BUSINESS	Consideration
Agreement Equipment

of Navitas Lease for	Playground

Ms. Gaarlandt presented the Navitas lease Agreement for the total amount of $79,447.00 to the Board. Mr. Shapiro had previously reviewed the agreement.

On MOTION by Ms. Schwenk, seconded by Mr. Heath, with all in favor, the Board approved the Navitas Lease Agreement for Playground Equipment.

FOURTEENTH ORDER OF BUSINESS	Consideration	of
Engagement Letter Auditing Services

the	CRI for FY 2018

Ms. Gaarlandt explained that the fee is $3,000.00, which is in accordance with the original proposals that CRI provided and it is well within the budgeted amount.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board approved the CRI Engagement Letter for FY 2018 Auditing Services.

FIFTEENTH ORDER OF BUSINESS	Consideration	of	Agreement
between the District and Danielle Fence Mfg. Co. Proposal for Perimeter Fence
Ms. Gaarlandt presented the proposal from Danielle Fence for perimeter fencing. Mr. Shapiro stated that this contract might get modified to a lesser amount.

--

Perimeter Fence in an amount not to exceed

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Board approved the Agreement between the District and Danielle Fence Mfg. Co. Proposal for

SIXTEENTH ORDER OF BUSINESS

Consideration of Assignment of Engineering Services Agreement

Mr. Van Wyk explained that Mr. Wood is setting up a new company and this agreement assigns his current contract under the current company name to the new company name. It is the same agreement with no changes. Mr. Shapiro stated that Mr. Wood will need to have his insurance company re-issue new certificates of insurance under the new name. Mr. Wood responded that he will do so.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Board approved Assignment of the Engineering Services Agreement.

SEVENTEENTH ORDER OF BUSINESS	Ratification	of	Henkelman
Construction, Inc. - Change Order No. 1 - Addition of Bond to Amenity Center Contract
Mr. Shapiro explained that this Change Order is for the additional cost of the Surety Bond requirement that the District has for payment ofperformance bonds.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Board ratified Benkelman Construction, Inc. - Change Order No. 1 - Addition of Bond to Amenity Center Contract.

EIGHTEENTH ORDER OF BUSINESS	Ratification of Tucker paving Inc.
- Change Order No. 18-978 - Lift Station
Ms. Gaarlandt presented Change Order 18-978 to the Board.

On MOTION by Mr. Heath, seconded by Ms. Schwenk, with all in favor, the Board ratified Tucker paving Inc. - Change Order No. 18-978 - Lift Station

NINTEENTH ORDER OF BUSINESS	Ratification	of	Payment
Authorization Nos. 45 - 54
Ms. Gaarlandt stated that these have been previously approved and just need to be ratified by the Board.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board ratified Payment Authorization Nos. 45 - 54.

TWENTIETH ORDER OF BUSINESS	Review of Monthly Financials
Ms. Gaarlandt presented the monthly financials to the Board. There was no action required by the Board.

TWENTY-FIRST ORDER OF BUSINESS	Staff Reports
District Counsel -	No Report
District Engineer - Mr. Wood stated that he had a call this week about Citrus Isle. One of the sprinklers had broken on the big slope where the District installed trees and there was a washout on the slope. The person who reported it to him was supposed to send him pictures but he never received the pictures. He stated he will be in the area tomorrow and he will look at it.
Ms. Schwenk stated that CAS does sprinkler repairs and she will find out from Phillip.
District Manager -	No Report

TWENTY-SECOND ORDER OF BUSINESS	Supervisor Requests and Audience
Comments
There were no Supervisor requests or Audience comments.

TWENTY-THIRD ORDER OF BUSINESS	Adjournment
There were no other questions or comments. Mr. Van Wyk requested a motion to adjourn.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board adjourned the December 19, 2018 Board of Supervisors meeting for Holly Hill Road East.

Secretary / Assistant Secretary	Chairman / Vice Chairman

Holly Hill Road East Community Development District

Resolution 2019-08

RESOLUTION 2019-08

A RESOLUTION DESIGNATING FISHKIND & ASSOCIATES, INC., AS DISTRICT MANAGER OF AND ASSESSMENT CONSULTANT FOR AND FINANCIAL ADVISOR TO THE HOLLY HILL ROAD EAST COMMUNITY	DEVELOPMENT	DISTRICT, AUTHORIZING COMPENSATION, AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Holly Hill Road East Community Development District ("District") is a local unit of special-purpose government created and existing pursuant to Chapter 189, Florida Statutes, being situated in the City of Davenport, Polk County, Florida; and
WHEREAS, the Board of Supervisors ("Board") of the District has previously appointed Fishkind & Associates, Inc. as District Manager and Assessment Consultant (hereinafter, collectively, the "District Manager") and Financial Advisor; and
WHEREAS, the Board of Supervisors and Fishkind & Associates, Inc. desire to enter into a revised District Management Agreement and Financial Advisor Agreement (collectively, the "Fishkind Agreement"), which shall be dated effective as of the date of this Resolution, the fo1m(s) of which are attached hereto as Exhibit A; and
WHEREAS, pursuant to the terms of the Fishkind Agreement, Fishkind & Associates, Inc. may, upon notice to the District, assign its rights and obligations under such agreement to any subsidiary, affiliate, or successor in connection with the sale of all or substantially all of Fishkind & Associates, Inc.'s assets; and
WHEREAS, Fishkind & Associates, Inc. has recently advised the Board of Supervisors of the District of its intent to enter into a proposed transaction (the "Transaction") with PPM Financial Advisors LLC or PPM Consulting Services, LLC or its affiliate(s) (collectively, "PPM") whereby Fishkind will sell all or substantially all of its assets to PPM; and
WHEREAS, in connection with the Transaction and pursuant to the Fishkind Agreement, Fishkind & Associates, Inc. desires to assign it rights and obligations as District Manager and Financial Advisor under the Fishkind Agreement to PPM upon and after the date the Transaction is consummated, and the Board is amenable to such assignment upon the consummation of the Transaction.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT:
Fishkind & Associates, Inc. has previously been appointed the District Manager and Financial Advisor to the District.

Fishkind & Associates, Inc., shall be compensated for services in such capacity in the manner prescribed set forth in the Fishkind Agreement attached hereto as Exhibit A, which agreement is approved as to f01m and substance. Upon execution of the Fishkind Agreement(s) attached hereto as Exhibit A, all prior agreements relating to the services contemplated in the Fishkind Agreement attached hereto as Exhibit A are hereby rescinded by the parties and shall be of no further force and effect.

The assignment by Fishkind & Associates, Inc. of all of its rights and obligations as District Manager and Financial Advisor under the Fishkind Agreement to PFM is approved by the Board in connection with, and shall become effective upon, consummation of the Transaction referenced hereinabove.
This Resolution shall become effective immediately upon its adoption.
Adopted this 16th day of January, 2019.

ATTEST:

Secretary

Exhibit A: Fishkind Agreements

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

ChairpersonNice Chairperson

2

Exhibit A: Fishkind Agreements

DISTRICT MANAGEMENT AND ASSESSMENT CONSULTANT AGREEMENT

This District Management Agreement (this "Agreement"), made and entered into this 16th day of January, 2019 (the "Effective Date") by and between Holly Hill Road East Community Development District ("DISTRICT") and Fishkind & Associates, Inc. (hereinafter called the "MANAGER") sets forth the terms and conditions under which MANAGER shall provide services.
WHEREAS, the DISTRICT desires to obtain the services of a MANAGER to provide District Management Services; and
WHEREAS, MANAGER is capable of providing the necessary services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, the DISTRICT and MANAGER agree as follows:
SCOPE OF SERVICES
MANAGER shall provide District Management Services as set forth in Exhibit A to this Agreement. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by MANAGER which are not specifically referenced in the scope of services set f01ih in Exhibit A of this Agreement shall be completed as agreed in writing in advance between the DISTRICT and MANAGER. Upon request of DISTRICT, MANAGER or an affiliate of MANAGER may agree to additional services to be provided by MANAGER or an affiliate of MANAGER, by a separate agreement between the DISTRICT and MANAGER or its respective affiliate.
WORK SCHEDULE
The services of MANAGER are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRICT for such service.
COMPENSATION
For the services provided under this Agreement, MANAGER's professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set forth in Exhibit A as provided below.
Reimbursable Expenses
In addition to fees for services, MANAGER will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incun-ed, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incun-ed by MANAGER only as authorized by the DISTRICT's approved budget. Documentation of such expenses will be provided to the DISTRICT upon request.
Rev. .12.3.2018	1

Other Services
Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separate, mutually acceptable fee structures.

TERM AND TERMINATION
This Agreement shall be effective from the Effective Date and shall continue until terminated by either party as provided herein. The DISTRICT has the right to terminate this Agreement for "good cause" which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the MANAGER which, in each case, the MANAGER fails to cure within 10 days of notice thereof.  Termination for "good cause" shall be effected immediately by provision of written notice to MANAGER. Either party hereto shall have the right to terminate this Agreement, at any time and for any reason whatsoever, upon (i) the DISTRICT providing to the MANAGER a minimum of thirty (30) days advance written notice of its intention to terminate or (ii) the MANAGER providing to the DISTRICT a minimum of sixty (60) days advance written notice of its intention to te1minate. All notices shall be mailed to the person and address specified for use in the giving of notice, in paragraph 10, hereof. Should the relationship be terminated, MANAGER will be paid for all services performed and costs and expenses incurred up to the termination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other; provided, however, that MANAGER may, upon notice to the DISTRICT, assign MANAGER's rights and obligations under this Agreement to any subsidiary or affiliate of MANAGER or a successor of MANAGER in connection with the sale of all or substantially all of MANAGER's assets. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
OWNERSHIP OF INFORMATION, REPORTS, AND DATA
All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for carrying out any services to be perfmmed under this Agreement ("Data") shall be furnished to MANAGER and the DISTRICT shall, and shall cause its agent(s) to, cooperate with MANAGER in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a transaction or financial product and/or relevant to a DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that MANAGER provide advice with regard to any recommendation made by a third paiiy, DISTRICT will provide to MANAGER written direction to do so as well as any Data it has received from such third party relating to its recommendation. DISTRICT acknowledges and agrees that while MANAGER is relying on the Data in connection with its provision of the services under this Agreement, MANAGER makes no representation with respect to and shall not be responsible for the accuracy or completeness ofsuch Data.
NOTICES

Rev..12.3.2018	2

All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The paiiies designate the following as the respective places for giving notice, to-wit:

DISTRICT:
Holly Hill Road East Community Development District 12051 Cmporate Boulevard
Orlando, Florida 32801 Attention:  District Manager

With A Copy To:

Hopping Green & Sams,  PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Roy Van Wyk

MANAGER:

Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by MANAGER pursuant exclusively to this Agreement shall be the property of the DISTRICT. Subject to the foregoing exception, upon termination of this Agreement, at DISTRICT's reasonable request no later than three (3) years after the termination of this Agreement MANAGER shall deliver to the DISTRICT copies of any and all materials or documents prepared, kept or maintained in accordance with this Agreement.
MANAGER'S REPRESENTATIVES
Assignment of Named Individuals
The professional employees of MANAGER set forth below will provide the services set fmih in this Agreement; provided that MANAGER may, from time to time, supplement or otherwise amend the team members set fmih below.

Jane Gaarlandt
Sonali Patil
Changes in Staff Requested by the DISTRICT

Rev..12.3.2018 	3

The DISTRICT has the right to request, for any reason, MANAGER to replace any member of the MANAGER staff. Should the DISTRICT make such a request, MANAGER shall promptly suggest a substitute for approval by the DISTRICT.

INSURANCE
MANAGER shall maintain insurance coverage with policy limits not less than as stated in Exhibit C.

XIII.	GENERAL PROVISIONS
1. MANAGER Not to Participate as Underwriter
The MANAGER is precluded from being an underwriter of any debt obligations issued by the DISTRICT and shall not market or otherwise be responsible for the initial offering of the issuance of any of the DISTRICT's debt obligations.
Limitation of Liability
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless disregard of obligations or duties under this Agreement on the part of MANAGER or any of its associated persons, neither MANAGER nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the performance of its services hereunder, (ii) any error of judgment or mistake of law, or (iii) any loss arising out of or any financial or other damages resulting from DISTRICT's election to act or not to act, as the case may be, contrary to or, absent negligence on the part of MANAGER or any of its associated persons, upon any advice or recommendation provided by MANAGER to DISTRICT.
Disclaimer of MANAGER
The DISTRICT acknowledges that the MANAGER is not an attorney and may not render legal advice or opinions. Although the MANAGER may participate in accumulating information necessary for documents required by the DISTRICT to finalize any paiiicular financing, such information shall be verified by the DISTRICT as to its c01Tectness; provided, however, that the DISTRICT shall not be required to verify the correctness of any information originated by the MANAGER or the correctness of any info1mation originated by the MANAGER which the MANAGER has used to fo1mulate its opinions and advice given to the DISTRICT.
Attorney Fees and Governing Law
MANAGER and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action. This Agreement shall be construed, enforced, and administered in accordance with the laws of the State of Florida. In the event either party is required to take any action to enforce this Agreement, the substantially prevailing paiiy shall be entitled to attorney's fees and costs, including fees and costs incurred in dete1mining entitlement to and reasonableness of such fees and costs.

Rev..12.3.2018 	4

Time of the Essence
The DISTRICT and the MANAGER agree that time is of the essence and that the services of the MANAGER shall be perfo1med expeditiously.
Entire Agreement
This Agreement represents the entire agreement between DISTRICT and MANAGER for District Management Services contemplated hereby and supersedes all prior agreements, contracts, arrangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties. For the sake of clarity, any separate agreement between DISTRICT and MANAGER or any affiliate of MANAGER shall not in any way be deemed an amendment or modification of this Agreement. The invalidity in whole or in part _of any provision of this Agreement shall not void or affect the validity of any other prov1s10n.
Authority to Execute and Counterparts
Each party to this Agreement represents, warrants, and covenants to the other that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party, that such party has the lawful authority to enter into this relationship, and that the governing or managing body of each party has approved this relationship and has similarly authorized the execution of this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document.
Public Records Disclosure
MANAGER understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, MANAGER agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the MANAGER shall 1) keep and maintain public records required by the DISTRICT to perfo1m the service; 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 Agreement term and following the Agreement term if the MANAGER does not transfer the records to the Public Records Custodian of the DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in MANAGER'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 the MANAGER, the MANAGER 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.
Rev..1.2 3.2018 	5

IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, FISHKIND & ASSOCIATES, INC., AT 407-382-3256, 12051 CORPORATE BLVD., ORLANDO, FLORIDA 32817.
Independent Contractor
MANAGER, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of DISTRICT by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, their successors and permitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will MANAGER be liable for any act or omission of any third party or for any circumstances beyond MANAGER's reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services.
In witness whereof, the parties hereto have executed this Agreement, in duplicate, as of the Effective Date above written.

Board of Supervisors:

Holly Hill Road East Community Development District Sign -	--	--	-----------
Print Name --------------

Fishkind & Associates, Inc.

Hank Fishkind, Ph.D., President

Rev..1 2.3.2018 	6

EXHIBIT A SCOPE OF SERVICES
General Management Services
General Consultation, Meetings, and DISTRICT Representation

The Manager shall organize the DISTRICT meetings. This includes, but is not limited to, providing the agenda and Board packages, scheduling, notification, publication and related matters. The service to be provided shall also include, but not be limited to planning, scheduling, production and quality control, coordination, and administration of various professional service elements.
The manager shall prepare and submit to the DISTRICT's Board of Supervisors a proposed annual budget and administer the adopted budget of the DISTRICT.
As the DISTRICT's Manager, we will consult with the DISTRICT Board of Supervisors and its designated representatives, and when necessary, participate in such meetings, discussions, project site visits, workshops, and hearings as may pertain to the administration, accomplishment and fulfillment of the professional services with regard to the projects and general interest of the DISTRICT.
The Manager shall consult with and advise the DISTRICT on matters related to the operation and maintenance of the DISTRICT and assist the DISTRICT to ensure compliance with all statutes and applicable law affecting the DISTRICT. The Manager will maintain the DISTRICT's website in compliance with applicable law and ensure an e-mail system is in place which provides a separate "CDD e-mail address" for all Board members with an archiving system which will allow the Manager to respond to public records requests and maintain e-mails in compliance with applicable records retention law.
Accounting Services
The Manager shall define and implement an integrated management rep01iing system which will allow the DISTRICT to represent fairly and with full disclosure the financial position of the DISTRICT. Monthly financial statements will be provided in addition to a year-end audited financial statement to be prepared by a ce1iified public accounting firm selected by the DISTRICT. These services will be coordinated with the DISTRICT's auditors to assure a smooth and efficient audit of the DISTRICT's books.

Minutes and Records
The Manager shall define and implement a system of record management for the DISTRICT, including a concise and accurate record of the official actions of the Board of Supervisors and any appointed boards or committees, and shall oversee the maintenance and disclosure of DISTRICT's records pursuant to Florida law.

Rev..12.3.2018 	7

Annual Assessments, Lien Book Maintenance and Dissemination Agent
The Manager will maintain the tax roll for the DISTRICT and coordinate and report to the Tax Assessor and Tax Collector for the jurisdiction in which the DISTRICT exists.
The Manager will administer the DISTRICT's assessment methodology during platting and maintain the DISTRICT's lien book and release ofliens at closings.
The Manager will provide continuing disclosure filing coordination and assistance for DISTRICT debt issues on EMMA as required by the MSRB and other regulatory agencies.

Assessment Consulting Services
The Manager shall fmmulate the DISTRICT's special assessment methodology or similar security for debt issuance in consultation with the DISTRICT's counsel, consulting engineer, bond counsel, and other consultants and professionals, including the preparation of an assessment methodology report.

Rev..12.3 . 2018 	8

EXHIBIT B COMPENSATION FOR SERVICES

The table below outlines the minimum management fees. The fees depend upon the type of district, the website selected, and the number of debt issues outstanding for the DISTRICT. Fees are reviewed and adjusted annually pursuant to the DISTRICT's budget process. Our fees include the provision of the services described in Exhibit A, as well as the reimbursable expenses set forth in Section III( l ).

Type of District	Management Fee
Inactive	$5,000
Developer Control	$20,000
Resident Control	$60,000	(negotiable)
Website	Set Up	Annual
Minimum	$2 ,000	$1 ,000
Standard	$3,000	$2 ,900
Deluxe	$5,000	$5,000
Lien Book, Tax Roll, and	Amount Continuing Disclosu re Services
Base Fee	$5,000
Fee per debt issue	$7, 500
Assessment Methodology	Fee to be
Preparation and Assessment	negotiated
Consulting Services	per debt
issuance

Rev. .12.3.2018	9

EXHIBIT C INSURANCE

MANAGER shall provide and maintain the following levels of insurance coverage at all times subsequent to the execution of this Agreement:
Worker's Compensation insurance to cover full liability under worker's compensation laws in effect in Florida.
General Liability insurance with limit of one million dollars ($1,000,000.00) per each occurrence.
Professional Liability insurance with limit of one million dollars ($ 1,000,000.00) per each occurrence. Claims-made policies shall have at least a three-year reporting period.
Employment Practices Liability insurance with limit of two million dollars ($2,000,000.00) per each occurrence.
Commercial Crime insurance with limit of two million dollars ($2,000,000.00) per each
occurrence.
Comprehensive Automobile Liability insurance for all hired and non-owned vehicles used by the Consultant's staff with a combined single limit of one million dollars ($1,000,000.00).
The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as additional insureds on the General Liability and Automobile insurance policies described above. The DISTRICT (and its staff, consultants, and supervisors as applicable) will be listed as a joint loss payee on the Commercial Crime insurance.  None of the policies above may be canceled during the term of this Agreement (or otherwise cause the DISTRICT to not be named as an additional insured or joint loss payee where applicable) without sixty (60) days written notice to the DISTRICT. MANAGER will furnish the DISTRICT with a Ce1iificate of Insurance evidencing compliance with this section prior to Agreement commencement and upon request.

Rev..12.3.2018 	10 

FINANCIAL ADVISORY AGREEMENT

This agreement ("Agreement"), made and entered into this 16th day of January, 2019, (the "Effective Date") by and between Holly Hill Road East Community Development District ("DISTRICT") and Fishkind & Associates, Inc. (hereinafter called "FA"), sets forth the terms and conditions under which FA shall provide services.
WHEREAS, the DISTRICT desires to obtain the services of a financial advisor to develop and assist in implementing the DISTRICT's strategies to meet its current and long-term operations, financial obligations, capital financing needs and render assistance in respect to debt transactions; and
WHEREAS, FA is capable of providing the necessary financial advisory services.
NOW, THEREFORE, in consideration of the above mentioned premises and intending to be legally bound hereby, DISTRICT and FA agree as follows:
SCOPE OF SERVICES
FA shall provide, upon request of the DISTRICT, services related to financial planning, budget and strategic advice and planning, policy development and services related to debt issuance, as applicable and set forth in Exhibit A to this Agreement. DISTRICT acknowledges and agrees that most tasks requested by DISTRICT will not require all services provided for in Exhibit A and as such the specific scope of services for such task shall be limited to just those services required to complete the task. Any material changes in or additions to the scope of services described in Exhibit A shall be promptly reflected in a written supplement or amendment to this Agreement. Services provided by FA which are not specifically referenced in the scope of services set forth in Exhibit A of this Agreement shall be completed as agreed in writing in advance between the DISTRICT and FA.
WORK SCHEDULE
The services of FA are to commence as soon as practicable after the execution of this Agreement and a request by the DISTRICT for such service.
REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES
FA is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the "MSRB"), pursuant to the Securities Exchange Act of 1934 Rule 15Bal -2. If DISTRICT has designated FA as its independent registered municipal advisor ("IRMA") for purposes of SEC Rule l 5Bal- 1(d)(3)(vi) (the "IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any limitations provided herein. FA shall not be responsible for, or have any liability in connection with, verifying that FA is independent from any other party seeking to rely on the IRMA exemption (as such independent status is required pursuant to the IRMA exemption, as interpreted from time to time by the SEC). DISTRICT acknowledges and agrees that any reference to FA, its personnel and its role as

IRMA, including in the written representation of DISTRICT required under SEC Rule 15Bal­ l (d)(3)(vi)(B) shall be subject to prior approval by FA. DISTRICT further agrees not to represent that FA is DISTRICT's IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, outside of the scope of services without FA's prior written consent.
MSRB Rules require that municipal advisors make written disclosures to their DISTRICTs of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements. Such disclosures are provided in FA's Disclosure Statement delivered to DISTRICT together with this Agreement.
FINANCIAL ADVISORY COMPENSATION

For the services provided under this Agreement, FA's professional fees shall be paid as provided in Exhibit B to this Agreement and DISTRICT shall pay expenses and fees for other services not set forth in Exhibit A as provided below.
Reimbursable Expenses
In addition to fees for services, FA will be reimbursed for necessary, reasonable, and documented out-of-pocket expenses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by FA subject to the limitations of Chapter 112.061, F.S. Upon request of DISTRICT, documentation of such expenses will be provided.
Other Services
Any services which are not included in the scope of services set forth in Exhibit A of this Agreement will be subject to separate, mutually acceptable fee structures.
TERMS AND TERMINATION
This Agreement shall be effective as of the Effective Date until January 16, 2020 (the "Initial Tenn") and shall automatically renew for additional one (1) year periods (each a "Renewal Term" and together with the Initial Term, the "Term"), unless terminated in writing by either party upon thirty (30) days written notice to the other party without cause, or immediately upon written notice for good cause. For purposes of this Agreement, the te1m "good cause" shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by FA which, in each case, FA fails to cure within 10 days of notice thereof. Upon such termination, FA will be paid for all services performed and costs and expenses incurred up to the termination date.
ASSIGNMENT
Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party ; provided that upon notice to DISTRICT, (i) FA may assign this Agreement or any interests hereunder to a municipal advisor entity registered with the SEC that directly or indirectly controls, is controlled by, or is under common control with, FA, or
to any subsidiary or affiliate of FA or a successor of FA in connection with the sale of all or

Rev. 31.10.2018	2

substantially all of FA's assets. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
INFORMATION TO BE FURNISHED TO FA

All information, data, reports, and records in the possession of the DISTRICT or any third party necessary for carrying out any services to be performed under this Agreement ("Data") shall be furnished to FA and the DISTRICT shall, and shall cause its agent(s) to, cooperate with FA in its conduct of reasonable due diligence in performing the services, including with respect to the facts that are necessary in its recommendation(s) to the DISTRICT in connection with a municipal securities transaction or municipal financial product and/or relevant to the DISTRICT's determination whether to proceed with a course of action. To the extent DISTRICT requests that FA provide advice with regard to any recommendation made by a third paity, DISTRICT will provide to FA written direction to do so as well as any Data it has received from such third party relating to its recommendation. DISTRICT acknowledges and agrees that while FA is relying on the Data in connection with its provision of the services under this Agreement, FA makes no representation with respect to and shall not be responsible for the accuracy or completeness of such Data.
NOTICES
All notices given under this Agreement shall be in writing, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the designated below. The parties designate the following as the respective places for giving notice, to wit:

DISTRICT:
Holly Hill Road East Community Development District 12051 Corpotate Boulevard
Orlando, Florida 32801 Attention: District Manager
FA:

Fishkind & Associates, Inc. 12051 Corporate Boulevard
Orlando, FL 32801
Attention: Hank Fishkind, President

Copy To:

Hopping Green & Sams, PA 119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Ron Van Wyk

Rev.31.10.2018	- 3

TITLE TRANSFER
All materials, except functioning or dynamic financial models, prepared by FA pursuant exclusively to this Agreement shall be the prope1iy of the DISTRICT. Subject to the exception described above, upon te1mination of this Agreement, at DISTRICT's reasonable request no later than three (3) years after the termination of this Agreement FA shall deliver to the DISTRICT copies of any materials or documents pertaining to or prepared in accordance with this Agreement.
FA'S REPRESENTATIVES
Assignment of Named Individuals
Professional employees of FA will provide the services set forth in this Agreement and FA may, from time to time, supplement or otherwise amend the team members. The individual listed below shall be the engagement manager for this Agreement.
Hank Fishkind

Kevin Plenzler
Changes in Staff Requested by the DISTRICT
The DISTRICT has the right to request, for any reason, FA to replace any member of the advisory team. Should the DISTRICT make such a request, FA shall promptly suggest a substitute for approval by the DISTRICT.
INSURANCE
FA shall maintain insurance coverage with policy limits not less than as stated in Exhibit
C.
LIMITATION OF LIABILITY
Except to the extent caused by willful misconduct, bad faith, gross negligence or reckless
disregard of obligations or duties under this Agreement on the part of FA or any of its associated persons, neither FA nor any of its associated persons shall have liability to any person for (i) any act or omission in connection with the perf01mance of its services hereunder; (ii) any e1Tor of judgment or mistake of law; (iii) any loss arising out of any issuance ofmunicipal securities, any municipal financial product or any other financial product, or (iv) any financial or other damages resulting from DISTRICT's election to act, or not to act, contrary to or upon any advice or recommendation provided by FA to DISTRICT.
INDEPENDENT CONTRACTOR;  NO THIRD-PARTY BENEFICIARY
FA, its employees, officers and representatives at all times shall be independent contractors and shall not be deemed to be employees, agents, partners, servants and/or joint venturers of DISTRICT by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in this Agreement is intended or shall be construed to give any person,

Rev.31.10.2018 	4- 

other than the Paiiies hereto, their successors and pe1mitted assigns, any legal or equitable rights, remedy or claim under or in respect of this Agreement or any provisions contained herein. In no event will FA be liable for any act or omission of any third party or for any circumstances beyond FA's reasonable control including, but not limited to, fire, flood, or other natural disaster, war, riot, strike, act of terrorism, act of civil or military authority, software and/or equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services.
APPLICABLE LAW
This Agreement shall be construed, enforced, and administered according to the laws of the State of Florida. FA and the DISTRICT agree that, should a disagreement arise as to the terms or enforcement of any provision of this Agreement, each party will in good faith attempt to resolve said disagreement prior to pursuing other action.
ENTIRE AGREEMENT; SEVERABILITY
This Agreement represents the entire agreement between DISTRICT and FA and may not be amended or modified except in writing signed by both parties. For the sake of clarity, any separate agreement between DISTRICT and an affiliate of FA shall not in any way be deemed an amendment or modification of this Agreement. This Agreement supersedes all prior agreements, contracts, arrangements, or communications between the parties with respect to the subject matter addressed herein, whether oral or written. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision.
EXECUTION; COUNTERPARTS
Each party to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same document.

PUBLIC RECORDS DISCLOSURE.
FA understands and agrees that all documents of any kind provided to the DISTRICT in connection with this Agreement may be public records, and, accordingly, FA agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to Section 119.0701, Florida Statutes. Consultant acknowledges that the designated public records custodian for the DISTRICT is Fishkind & Associates, Inc. ("Public Records Custodian"). Among other requirements and to the extent applicable by law, the FA shall 1) keep and maintain public records required by the DISTRICT to perform the service; 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 11 9, 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 Agreement

Rev. 31.10.2018	- 5

term and following the Agreement term if the FA does not transfer the records to the Public Records Custodian of the DISTRICT; and 4) upon completion of the Agreement, transfer to the DISTRICT, at no cost, all public records in FA's possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transfen-ed by the FA, the FA 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 THE FA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE FA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, FISHKIND & ASSOCIATES, INC., AT 407-382-3256, 12051 CORPORATE BLVD., ORLANDO, FLORIDA 32817.

[Signat ure Page Follows]

Rev.3 1.10.2018	- 6 -

IN WITNESS THEREOF, the DISTRICT and FA have executed this Agreement as of the day and year herein above written.

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

By:		­ Name:-       --   --   -
Title: --	--	--	-
Date:	--	--	---	-

FA

By: 	­

Name:	--	-----
Title: President

Date: --	-----	--

Rev.  31.10.2018	- 7 -

EXHIBIT A SCOPE OF SERVICES

Services related to the Financial Planning and Policy Development upon request of the DISTRICT:
Assist with the formulation of the DISTRICT's special assessment methodology or similar security for debt issuance in consultation with the DISTRICT's counsel, consulting engineer, bond counsel, and other consultants and professionals; notwithstanding the foregoing, these services shall not include the preparation of an assessment methodology report.
Assist the DISTRICT in the formulation of Financial and Debt Policies and Administrative Procedures.

•

•

•

•

•

•

Rev. 3 1.10.2018

Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be designed to maximize ability to finance future capital needs. This will include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to provide the DISTRICT with savings.
Analyze future debt capacity to determine the DISTRICT's ability to raise future debt capital.
Assist the DISTRICT in the development of the DISTRICT's Capital Improvement Program by identifying sources of capital funding.
Assist the DISTRICT with the development of the DISTRICT's financial planning efforts and process by assessing capital needs, identifying potential revenue sources, analyze financing alternatives such as pay-as-you-go, lease/purchasing, short-term vs. long-term financings, assessments, user fees, impact fees, developer contributions, public/private projects, and grants and provide analysis of each alternative as required as to the budgetary and financial impact.
Review the rep011s of accountants, independent engineers and other project feasibility consultants to ensure that such studies adequately address technical, economic, and financial risk factors affecting the marketability of any proposed revenue debt issues; provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparations, review and completion of such independent studies; and provide written comments and recommendations regarding assumptions, analytic methods, and conclusions contained therein.
Develop, manage and maintain computer models for long-term capital planning which provide for inputs regarding levels of non-ad valorem special assessment and other revenues growth rates by revenue and expenditure item, timing, magnitude and cost of debt issuance, and project operating and capital balances,

8

selected operating and debt ratios and other financial performance measures as may be determined by the DISTRICT.
Conduct strategic modeling and planning and related consulting.
Attend meetings with DISTRICT's staff, consultants and other professionals and the DISTRICT.
Undertake financial planning and policy development assignments made by the DISTRICT regarding financings, and financial policy including budget, tax, cash management issues and related fiscal policy and programs.
Assist the DISTRICT in preparing financial presentations for public hearings and/ or referendums.

Provide special financial services as requested by the DISTRICT.
Services Related to Debt Transactions (Includes short term financings, notes, loans, letters of credit, line of credit and bonds); provided that if the transaction is competitive, the services of the financial advisor will reflect that process. Upon the request of the DISTRICT:
Analyze financial and economic factors to determine if the issuance of bonds is appropriate.
Develop a financing plan in conce1i with DISTRICT's staff which would include recommendations as to the timing and number of series of bonds to be issued.
Assist the DISTRICT by recommending the best method of sale, either as a negotiated sale, private placement or a public sale. In a public sale, make recommendation as to the determination of the best bid. In the event of a negotiated sale, assist in the solicitation, review and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selection.

•
•

•

•

•

Rev.3 1.10. 2018

Advise as to the various financing alternatives available to the DISTRICT.
Develop alternatives related to debt transaction including evaluation of revenues available, maturity schedule and cash flow requirements.
Evaluate benefits of bond insurance and/or security insurance for debt reserve fund.
If appropriate, develop credit rating presentation and coordinate with the DISTRICT the overall presentation to rating agencies.
Review underwriter's proposals and submit a written analysis of same to the DISTRICT.

- 9 -

Assist the DISTRICT in the procurement of other services relating to debt issuance such as printing, paying agent, registrar, etc.
Identify key bond covenant features and advise as to the financial consequences of provisions to be included in bond indentures, resolutions or other governing documents regarding security, creation of reserve funds, flow of funds, redemption provisions, additional parity debt tests, etc.; review and comment on successive drafts of bond governing documents.
Review the requirements and submit analysis to bond insurers, rating agencies and other professionals as they pertain to the DISTRICT's obligation.

Review the terms, conditions and structure of any proposed debt offering undertaken by the DISTRICT and provide suggestions, modifications and enhancements where appropriate and necessary to reflect the constraints or current financial policy and fiscal capability.
Coordinate with DISTRICT's staff and other advisors as respects the furnishing of data for offering documents, it being specifically understood that FA is not responsible for the inclusion or omission of any material in published offering documents.
As applicable, advise the DISTRICT on the condition of the bond market at the time of sale, including volume, timing considerations, competing offerings, and general economic considerations.
Assist and advise the DISTRICT in negotiations with investment banking groups regarding fees, pricing of the bonds and final terms of any security offering, and make recommendations regarding a proposed offering to obtain the most favorable financial terms based on existing market conditions.
Arrange for the closing of the transaction including, but not limited, to bond printing, signing and final delivery of the bonds.
Assist and advise the DISTRICT with investment of proceeds of debt offerings
Special Services. Upon request of the DISTRICT:
FA may provide other services which shall include, but not be limited to, the following:
Impact fee financial analysis
Rate analysis
Management analysis
Referendum assistance
Legislative initiatives
Project assessment analysis

Implementation of revenue enhancement programs

Rev.3 1.10.2018

- 10

Investment advisory services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate))
Arbitrage and rebate services (services to be provided by an affiliate of FA under separate agreement between the DISTRICT and such affiliate)
Financial analysis ofprojects being developed by engineer/architect studies
Negotiate on behalfof the DISTRICT for proposed projects

Rev.3 1.10.201 8

- 11

Description

EXHIBIT B
COMPENSATION FOR SERVICES (NEGOTIABLE)

Unit Price

TRANSACTIONAL FEE SCHEDULE

Up to $25 Million	$1.00/ $1,000	$1.00/ $1,000	
$25 Million up to $50 Million	$0.85/ $1,000	$1.00/ $1,000	
Over $50 Million up to $75 Million	$0.75/ $1,000	$0.85/ $1,000	
Over $75 Million	$0.50/ $1,000	$0.75/ $1,000	
Above Fees Subject To:			
Minimum	$20,000.00	$25,000.00	
Maximum	$125,000.00	$200,000.00	

Conventional Long-Term Fixed Rate Debt

Investment Grade

Non-investment Grade

Additional Fee - Refunding Transaction

$ NIA (excluding escrow structuring if requested)

Notes, Including but not Limited to TANS and RANS $15,000.001
1Fee for investment grade, publicly offered issues; fee for private placement or non-investment grade public offering will be negotiated prior to the sale.
NON-TRANSACTIONAL FEE SCHEDULE
Professional Fees

Managing Director
Senior Managing Consultant (other senior staff) Senior Analyst (Analyst)
Administrative Staff
Out of Pocket Expenses
Not to Exceed

$300.00/ Hour

$250.00/ Hour
$150.00/ Hour

$0.00	I Hour

$2,000.00 per Issue*

Travel Lodging Meals Postage Telephone Copies Printing

Rev. 3 1.10.2018

At Cost At Cost At Cost At Cost At Cost
0.10 Black & White; 0.50 for Color
Black & White; 0.50 for Color

- 12 -

*FA also offers a flat "overhead" fee of $ 1,500 per financing to cover all typical expenses (copies, printing, in state travel, etc). Both structures exclude New York and other out of state travel, which is billed at cost.
Other Services

In addition to advising on bond transactions, FA is often called upon to perfmm many additional duties. These may include structuring and implementation of the refunding escrow, debt service reserve and debt service payment fund investment structuring, arbitrage rebate compliance, investment agreement and float contract bidding, investment liquidation, interest rate swap pricing and implementation, and other related services. These services would be provided via separate contract with the appropriate FA related entity such as FA Asset Management, LLC. If needed or required under this proposal, these services are subject to a separate fee to be negotiated in advance at the time of the service. FA fully discloses all fees related to any transaction.

Rev. 31.10.2018	- 13

EXHIBIT C INSURANCE

Fishkind & Associates, Inc. ("FA") has a complete insurance program, including property, casualty, comprehensive general liability, automobile liability and workers compensation. FA maintains professional liability and fidelity bond coverages which total $30 million and $ 10 million, respectively. FA also caiTies a $10 million cyber liability policy.
Our Professional Liability policy is a "claims made" policy and our General Liability policy claims would be made by occunence.
Deductibles/SIR:
Automobile $250 comprehensive & $500 collision Cyber Liability $50,000
General Liability $0
Professional Liability (E&O) $1,000,000 Financial Institution Bond $75,000
Insurance Company & AM Best Rating
Professional Liability (E&O)	Endurance American Specialty Insurance; (A+; XV)
XL Specialty Insurance Company; (A; XV) Continental Casualty Company; (A; XV)
Starr Indemnity & Liability Company; (A; XIV)

Financial Institution Bond Cyber Liability
General Liability Automobile Liability Excess /Umbrella Liability Workers Compensation
& Employers Liability

Rev. 31.10.2018

Federal Insurance Company; (A++; XV) Indian Harbor Insurance Company (A; XV)
Great Northern Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV) Federal Insurance Company; (A++; XV)
Great Northern Insurance Company; (A++; XV)

- 14 -

Holly Hill Road East Community Development District

AgreemCoencebpettsw, eInenc.tfhoerDCiisttrruicstPaonindtFelWoraidlla Wall

&

AGREEMENT FOR ENTRY FEATURE	WALL INSTALLATION BETWEEN HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT
AND FLORIDA WALL CONCEPTS, INC.

THIS AGREEMENT ("Agreement") is made and entered into this by and between:

day of January, 20 19 

HOLLY HILL ROAD EASTCOMMUNITY DEVELOPMENT DISTRICT, a local unit of
special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Haines City, Florida, and having a mailing address of 1205 1 Corporate Boulevard, Orlando, Florida 328 17 (the "District"); and
FLORIDA WALL CONCEPTS, INC., a Florida corporation, whose address is 1 726
W. Broadway Street, Oviedo, Florida 32765 (the "Contractor").

RECITALS

WHEREAS, the District was established by ordinance of the City of Davenport, Florida, for the purpose of financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating, and maintaining systems and facilities for certain infrastructure improvements; and

WHEREAS, the District desires to install an entry feature and wall (the "Entry Feature") on certain prope1ty within Phase 2 (Citrus Pointe) of the District, which property is more specifically depicted on Exhibit A attached hereto and incorporated herein by reference (the "District Property"); and

WHEREAS, the District desires to retain an independent contractor to provide the materials and services for the installation the Entry Feature as set forth in Contractor's Proposal, dated January 10, 20 19, attached hereto as Exhibit B and hereby incorporated by reference herein (the "Services"); and

WHEREAS, Contractor represents that it is capable of providing such Services to the District; and

WHEREAS, the District and Contractor (the "Parties") 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 ofwhich are hereby acknowledged by the Parties, the Parties agree as follows :

SECTION 1. RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material pmt ofthis Agreement.

1

SECTION 2.	DESCRIPTION OF WORK AND SERVICES.
The Contractor agrees to provide the labor, materials and services necessary for the construction ofthe Entry Feature as described herein and in the attached Exhibit B.

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. Any additional compensation for additional duties shall be paid only as negotiated between the parties and upon the written authorization ofthe District.
This Agreement grants to Contractor the right to enter, and reasonable ingress and egress to, the District Property, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, ordinances and regulations affecting the provision ofthe Services.
The Contractor shall report directly to the District's Designee who shall be the District Manager. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage and shall follow and be responsible for the completion of the Services. Contractor agrees to repair any damage resulting from Contractor's activities and work within twenty-four (24) hours.
SECTION 3. COMPENSATION. In exchange for providing the Services, the District shall pay the Contractor in accordance with the unit prices set forth in Exhibit B, provided, the total amount paid for the Services hereunder shall not to exceed Seventy Six Thousand Eight Hundred Eighty Two Dollars and Sixty Three Cents ($76,882.63).
If the District should desire additional work or services not provided in Exhibit B, the Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the parties shall agree in writing to a work order, addendum, addenda, or change order to this Agreement, as set forth in more detail herein.
The District may require, as a condition precedent to making any payment to the Contractor, that all subcontractors, material men, suppliers or laborers be paid and require evidence, in the form of Lien Releases or partial Waivers of Lien, to be submitted to the District by those subcontractors, material men, suppliers or laborers, and further require that the Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from the Contractor, in a form satisfactory to the District, that any indebtedness of the Contractor, as to services to the District, has been paid and that the Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workmen's Compensation, Unemployment Compensation contributions, and similar

2

payroll deductions from the wages of employees.

SECTION 4. WARRANTY AND COVENANT. The Contractor warrants to the District that all materials furnished under this Agreement shall be new, and that all services and materials shall be of good quality, free from faults and defects. The Contractor hereby warrants any materials and Services for a period of at least three (3) years after final acceptance by the District, or longer as required under Florida law. Contractor further warrants to the District those warranties which Contractor otherwise warrants to others and the duration of such warranties is as provided by Florida law unless longer guarantees or warranties are provided for elsewhere in the Agreement (in which case the longer periods of time shall prevail). Contractor shall replace or repair warranted items to the District's satisfaction and in the District's discretion. Neither final acceptance ofthe Services, nor final payment therefore, nor any provision of the Agreement shall relieve Contractor of responsibility for defective or deficient materials or Services. If any of the Services are found to be defective, deficient or not in accordance with the Agreement, Contractor shall correct, remove and replace it promptly after receipt of a written notice from the District and correct and pay for any other damage resulting there from to District property or the prope1iy of landowners within the District.
Contractor hereby covenants to the District that it shall perform the Services: (i) using its best skill and judgment and in accordance with generally accepted professional and design standards and practices for proj ects of similar design and complexity as the development occurring within the District; (ii) in compliance with all applicable federal, state, county municipal, building and zoning, land use, environmental, public safety, non-discrimination and disability accessibility laws, codes, ordinances, rules and regulations, including, without limitation,  all  professional  registration  (both  corporate  and  individual)  for  all  required  basic disciplines that it shall perform; and (iii) in an expeditious and economical manner consistent with the best interest of the District. Contractor hereby covenants to the District that any work product of the Contractor shall not call for the use nor infringe any patent, trademark, services mark, copyright or other proprietary interest claimed or held by any person or business entity absent prior written consent from the District.
SECTION 5. CARE OF DISTRICT PROPERTY. Contractor shall use all due care to protect the property of District, its residents and landowners from damage. Contractor agrees to repair any damage resulting from Contractor's activities and work within twenty-four (24) hours and at the sole expense of Contractor.
SECTION 6.	INSURANCE.
The Contractor shall, at its own expense, maintain insurance during the performance of the Services under this Agreement, with limits of liability not less than the following:

Workers Compensation	Statutory

3

General Liability

Bodily Injury (including contractual) Property Damage (including contractual)

Automobile Liability (if applicable)
Bodily Injury and Property Damage

$2,000,000
$2,000,000

$2,000,000

Contract shall name the District, its agents, staff, consultants and supervisors, as additional insureds. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or te1mination within the policy periods of the insurance coverages, as certified, shall not be effective within thitiy (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida, and such carrier shall have a Best's Insurance Reports rating of at least A­ VII.

If the Contractor fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event the Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District's obtaining the required insurance.
SECTION 7. INDEPENDENT CONTRACTOR. It is understood and agreed that at all times the relationship of Contractor and its employees, agents, subcontractors 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, subcontractors 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 employees, agents, subcontractors 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 pmiicular, 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.
SECTION 8.	COMPLIANCE WITH GOVERNMENTAL REGULATIONS.	The Contractor
shall keep, observe, and perform all requirements of applicable local, state, and federal laws, rules, regulations, or ordinances. If the Contractor fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, state, or federal governmental body or

4

agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of the Contractor or any of its agents, servants, employees, or materialmen, or with respect to te1ms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation or an alleged violation, the District may terminate this Agreement, effective immediately upon the giving of notice of termination.
SECTION 9.	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 pmty. Nothing contained in this Agreement shall l imit or impair the District's right to protect its rights from interference by a third party to this Agreement.
SECTION 10. ENFORCEMENT OF AGREEMENT. In the event that either pmty is required to enforce this Agreement by court proceedings or otherwise, then the pmties agree that the prevailing party shall be entitled to recover from the other all fees and costs incmTed, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.
SECTION 11. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Contractor.
SECTION 12. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official ofthe District and the Contractor, both the District and the Contractor have complied with all the requirements of law, and both the District and the Contractor have full power and authority to comply with the terms and provisions of this Agreement.
SECTION 13. NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows :

If to the District:

With a copy to:

Holly Hill Road East
Community Development District 1 205 1 Corporate Boulevard
Orlando, Florida 32817 Attn: District Manager
Hopping Green & Sams, P.A.
1 1 9 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel

5

Ifto Contractor:	Florida Wall Concepts, Inc.
1 726 W. Broadway Street
Oviedo, Florida 32765
Attn: --	----	---
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 the Contractor may deliver Notice on behalf of the District and the 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.
SECTION 14. ARM'S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Contractor as an arm's length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the 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 the District or the Contractor.
SECTION 15. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the 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 the Contractor any right, remedy, or claim under or by reason of this Agreement or any ofthe 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 the Contractor and their respective representatives, successors, and assigns.
SECTION 16. ASSIGNMENT.  Neither the District nor the Contractor may assign this Agreement or any monies to become due hereunder without the prior written approval of the other.

SECTION 17. APPLICABLE LAW AND VENUE. This Agreement and the prov1s10ns contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each party consents that the venue for any litigation arising out of or related to this Agreement shall be in Polk County, Florida.

6

SECTION 18.	INDEMNIFICATION.
Contractor, its employees, agents, representatives and subcontractors shall defend, hold haimless and indemnify the District and its supervisors, officers, staff, employees, representatives and agents against any claims, damages, liabilities, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the acts or omissions of Contractor, and other persons employed or utilized by Contractor in the performance of this Agreement or the Services performed hereunder.
	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, attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings) as ordered.
SECTION 19.	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.

SECTION 20. TERMINATION. The District agrees that the Contractor may terminate this Agreement for cause by providing thi1iy (30) 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. The Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to the Contractor. The District shall provide ten (I 0) days written notice of te1mination without cause. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all Services rendered up until the effective te1mination of this Agreement, subject to whatever claims or off sets the District may have against the Contractor as the sole means of recovery for termination.
SECTION 21. OWNERSHIP OF DOCUMENTS. All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, rep01is, or other tangible work product originally developed by Contractor pursuant to this Agreement shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.
SECTION 22. PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all appl icable provisions of Florida law in handling such records, including but not limited to Section 1 1 9.070 1, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Jane Gaarlandt ("Public Records Custodian"). Among other requirements and to the extent

7

applicable by law, the Contractor shall 1) keep and maintain public records required by the District to perform the service; 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 1 1 9, 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 ifthe 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 the Contractor, the 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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STA TUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 382-3256, JANEG@FISHKIND.COM, OR AT 12051 CORPORATE BOULEYARD, ORLANDO, FLORIDA 32817.
SECTION 23. 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 pait of this Agreement not held to be invalid or unenforceable.
SECTION 24. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any ofthe provisions ofthis Agreement.
SECTION 25. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement.

[SIGNATURES ON NEXT PAGE]

8

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

Attest:

Secretary

Witness:

Signature of Witness

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

FLORIDA WALL CONCEPTS, INC.

By: 		 	 		_ _

Print Name: --	--	--------
Title: -	-	-----	---	---

Exhibit A: Installation Location Map
Exhibit B: Contractor's Proposal dated January 1 0, 20 19 

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CITRUS PONTE
HOLLY HJ..L ROAD
PCO:: CCOITUYNOTYF. SDTAA\TflE?OFOORT .OADA

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Contractor's PropEoXsaHlIdBaITteBd January 10, 2019

Florida Wall Concepts, Inc.
1726 \V Bmudway St. Oviedo FL 32765
Office 407.971 .8418   Fa:-: 407.971 .2749

Proposnl #:	18-308	Citrus Pointe	Rev. 3

Client:
Holly Hill Road CDD
12051 Corporntc Blvd., Orlando, FL

Contact:
Jane Gllarlandt

Project Atltlrcss:

Date:

Terms:

Junuury 10, 2019

Procro;ss Puyments Per Cuntraci

Prccnst Wull System:

LF	@	$

73.21

$	28,991.12 

*Includes (3) stnntl alone prcc:1st colunms for Aluminum fence sccllon. ""*FWC will move excess dh·t to co,•cr gn11s under wnlls,

Engineering Perrnilllng
Fnux Pulnllng: Fnux pulntlng of 40 prccust columns in prccust wnll system.

Entry Sign: (4) Entry Arched Sign Wnlls created with liWC B' stucco finish columns with .l&N culturetl stone veneer (columns only), 1 6' L x IO'H urchctl 11111 preens! sign wall stucco and p11i11ted, prccnst column cups, and [IFS trim. Sign wnll to match Cit1·11s hie.

$	2,500.00

2,861 .63

$	1,407.20

  $	41,122.68 

MATER(ALS AND LABOR FURNISHED:
Pnncl Style: Stucco Column Style: Smcco
Cup Style: Coloninl

TOTAL:   $	76,882.63

Page 1 of 4

Precast Panels:	24
Precast Columns:	30

(6' High)
(6' High)

(8'' HHigh)

Precast Cap:	30 

Coloring of precast fence (Includes one base coat of color.) Additional Colors can be provided for 2.00 per LF of Wall per side.

THIS PROPOSAL SPECIFICALLY INCLUDES:
Production of precast products
One mobilization for footing crew (Additional mobilizations will be charged at S500.00 each)
One mobilization for installation crew. To be pcrfom1cd using a IO ton forklift. (Additional mobilizations will be charged $750.00 each)
One mobilization for stain crew (Additional mobilizations will be charged at $350.00 each)
Footings set in water (3' below grade) causing use ofa sleeve and pump will be charged at $500.00/pcr footing
Footings sci in sandy soil (where collapse of footer is extensive) causing use of a sleeve will be charges al S400.00/pcr footing Footings requiring hand digging due to Utilities or other unforeseen conditions will be clrnrgcd at $250.00/per footing

Proposal is based on estimated quantities. Final billing will be based on verified field measurements. Permit fees and engineering arc provided for FWC's scope of work only.

THIS PROPOSAL SPECIFICALLY EXCLUDES: (but not limited to}
Landscaping, Irrigation and Restoration arc excluded from this bid. Removal of footing spoils (excavated dirt)
Fees, bonds, variances, surveys, set back requirements, codes, or any other compliance arc the responsibility of the purchaser
Removal of existing fence or obstacles impeding the work area
Maintcmmcc of Traffic, temporary fencing, or re-routing of pedestrian traffic. Erosion Control
This proposal excludes any removal, repair, and replacement of irrigation, landscaping, roadway restoration, curb, or sidewalk
FWC is not responsible for clearing, layout, grading, or compaction of existing wall construction area. Any dewatcring for footing installation. Ifrequired, pricing can be provided.
Density and soil testing is the responsibility of the customer unless otherwise specified in this proposal
Any other service or material that is not expressly included nbove.
DELIVERY/ERECTION:
Delivery dates will be determined at time of awnrd.
FWC will comply with OSHA Safety Standards for Fall Protection.

This proposal is based on a single mobilization(s) for fork lift/crane and crew. Any additional mobilizations will be an added cost to the contract amount.
General contractor/owner will provide adequate stabilized, level access to the perimeter and interior of structure for FWC truck and fork lift/crane to operate under their own power. Sufficient job site storage will be provided for F\VC.
FWC will be allowed extensions ofany scheduling requirements for weather related delays that in FWC's sole judgment result in an impact to production, delivery and/or erection.

General Contractor /owner will be responsible for protecting the surrounding areas that will be accessed by FWC in performing its work hereunder. Damage to existing areas surrounding the structure or project, including but not limited to landscaping, drives, sidewalks, curbs, foundations, slabs, underground utilities, and other installations, that arc caused by FWC in the performance of the work hereunder will not be the responsibility of FWC.
All overhead obstructions, including power lines, must be removed by others.

Page 2 of 4

General Contractor/ owner is to provide layout, locations, and elevations, for all FWC scope of work.
Client please initial your choice of the following:
__ !ila1111fact11re pri01· to receiving a permit.   I 1111derstmul that I willpayfor these items whether a permit is issued or 11ot.
__ Hold Oil 11um11fact11re untilpermit is issued, I 1111dersta11d that this may hack-up Ill)' i11stallatio11 date.

DESIGN:
I. FWC reserves the right to modify the design to preserve the integrity of the prccust panels un<l to facilitate the most efficient means for production and erection. All such design changes will be subject to the design specifications and approval by the Engineer of Record.
Wall panel finish: Exterior finish will consist ofa vertical mold form finish. Minor imperfections, such as form lines and bug holes arc to be expccte<l in all precast finishes. Products will be produced with common gray cement along with the variations in color common to gray cement. Paint colors selected may affect the look / apperance of the wall panel finish.
Cracking and minor chipping is an inherent aspect of precast construction. Such panels, prestressed or non-prestressed, may experience some cracking and chipping
When applicable or available FWC will be provided with all AutoCAD files pertaining to the precust and its connections.

WARRANTY:
I. Florida Wall Concepts, Inc. warrants the original purchase only, that the services and materials provided by Florida Wall Concepts, Inc. will be free of material or workmanship defects for the period of I (one) year from the <late of purchase. Florida Wall Concepts, lnc.'s sole obligation un<l your exclusive remedy under this limited warranty or any implied warranty shall be the repair or replacement of pieces, without charge, which arc defective in materials or workmanship and which have not been misused or damaged subsequent to installation. This warranty is non-trnnsfcrublc.
This warranty excludes any damages caused by anyone other than Florida Wall Concepts, Inc. and excludes any damage to surrounding property or landscaping resulting in the need for access to perfonn any repair or replacement provided.
Rights under this warranty are conditioned upon receipt in the principal office of Florida Wall Concepts, Inc., as indicated above, ofwritten notice of the defective materials or workmanship within the earlier of the period of the warranty stated above or 10 days from when the defect was discovered or should have been discovered through reasonable diligence.
Any implied warranty shall likewise be limited in duration to the curlier of I (one) year from the <late of substantial completion or IO days from when the defect was discovered or should have been discovered through reasonable diligence.
In no event shall the Florida Wall Concepts, Inc. be liable for any incidental or consequential damages, including but not limited to liability for loss of profits, arising from the sale, use, repair or replacement of this product.

MISCELLANEOUS:
The project shall be constrncted in accordance with the contract drawings un<l documents, within acceptable construction tolerances. Out-of-tolerance conditions will not be the responsibility of FWC, un<l any cost incurred by FWC resulting or arising from a condition that is outside acceptable construction tolerances will result in a change order regardless of whether a change order is fonnully submitted, requested, or approved.
If FWC is required to name contuctor/owncr, etc. us "additional insured" on its liability policies, add $1 ,200.00 to the above price.
Production will not commence until the receipt of signed contrnct and down pnyment

Signature ort\cccptuncc	Title
NOTE: Bid amount approved subjccl to fonnalagreement with the COD

Prim name	Date

Page 3 of 4

This proposal was bid using the supplied drawings from:
*Quote is good for 30 days. Pricing may change based on site conditions, field measurements, or any other reasonable changes, etc.. This proposal is subject to a mutually agreed upon contract, scope of work, construction schedule and payment schedule.
F\VC is not responsible for soil testing. This proposal is based on existing conditions acceptable to FWC's construction activities.
FWC requires stabilized access to construction area prior to mobilizing to job site.
lf retninage is held, it will be due net 30 days from FWC's certification of completion.

Page 4 of 4

Holly Hill Road East Community Development District

AgfroeremPleanytgbreotuwnedenEqthueipDmisetnrticItnasntadllPatrioonPlSaeyrgvriocuesnds

iil11il•:t,f,c,••,;,,,

1
The pt.,y & Recre.uton l:xperts

Legacy Construction Services Group Inc
OBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee,  FL 32301

D.B.A Pro Playgrounds

CONTRACTOR:	Legacy Construction Services Group Inc	EIN:	27_1850232
ADDRESS:	1563 Capital Circle SE,# 144	CITY, STATE & ZIP CODE:	Tallahassee, FL 32301
CONTACT:	Paul Adrianse	PHONE#:	800-573-7529	FAX#:	(850) 254-7 150
TOTAL CONTRACT AMOUNT:	$79,447.00

PROJ ECT  NAME:	Holly ! Jill Road East Community

AGREEMENT #:

4666

  Development District		 	
PROJECT ADDRESS:	0 Holly Hill Road, Davenport FL 33837

OWNER:

Holly Hill Road East Community Development District
  1205 1 Corporate Blvd	
  Orlando FL 328 17	

THIS AGREEMENT made and entered into on this the 3rd day of January, 20 19, by and between Legacy Construction Services Group Inc D.B.A Pro Playgrounds, a Florida Corporation hereinafter referred to as "Contractor 1'  and  Holly Hill  Road East Community Development District , identified above hereinafter referred to as "Owner". Owner includes the individual or entity listed above, as well as agents authorized to act on their behalf, Owner may be the actual Owner of said property, Prime Contractor, or other Contractee.
WITNESSETH
WHEREAS Owner desires to:
Furnish engineered sealed drawjngs and permit for two custom guad sail shades at 30'x30'x8' - 4 columns with 4 triangle sails. Installation of the two permitted custom quad sail shades, Imperial Spri ngs playsystem and single bay with one cantilever swing set. Safety surfacinginstallation to include 8" border timbers & 1/2 ADA ramp with weed barrier and 14 super sacks of uncoated rubber mulch at 6" depth. Installation of x2 pet waste stations w/receptacles & sign. xi 4 hump bike rack, x2 8' portable picnic tables {both are ADA compliant). x2 6' backed bench (one is ADA compliant) and x2 trash receptacles.
at the address known as O Holy Bill Road. Davenport FL 33837, hereinafter referred to as "Property"
AND WHEREAS Contractor warrants being qualified and capable of performing and completing the Work specified herein,

Contractor Initial 		Page 1 of 10	Owner Initial  	
1-800-573-7529 1 www.proplaygrounds.com

c,••,uts1,iJ,uu,i1,

1
The Play& Re �rtu,tlon Experts

Legacy Construction Services Group Inc
DBA Pro Playgrounds 1563 Capital Circle SE, 11144 Tall ahasse,e, FL 32301

NOW THEREFORE, in consideration of the mutual promises and premises herein contained, Owner and Contractor agree to meet and satisfy all terms and conditions in this contract as follows:
ARTICLE1- SCOPE OF WORK

1.1 

Contractor does hereby promise that \t will, for and in consideration of the payments hereinafter specified, furnish all manpower, labor, supervision, tools, equipment, materials, and all other things necessary or required to Furnish engineered sealed drawings and
permit fortwo custom quad sail shades at 30'x30'x8' - 4 columns with 4 triangle sails.
Installation ofthe Lwo permitted custom quad sail shades, Imperial Springs playsystem
and single bay with one cantilever swingset. Safety surfacinginstallation to include 8" border timbers & 1/2 ADA ramp with weed barrier and 14 super sacks of uncoated rubber mulch at 611 depth. lnstallation of x2 pet waste stations w/receptacles & sign, x l 4 hump bike rack. x2 8' portable picnic tables (both are ADA compliant), x2 6' backed bench (one is ADA compliant) and x 2 trash receptac les. ; hereinafter referred to as the
''Work'' all in strict accordance with the drawings, plans, estimates, proposals and other documents which are attached hereto as Exhibit(s) and expressly incorporated herein by reference and made a part hereof and hereinafter referred to as the "Contract Documents". Contract docu ments include:

2D/3D Site Plans.
Estimates.
Insurance Certificates.
Manufactures Warranties.

1 .2		Contractor shall not be responsible or held liable for any Work or complications that arise by items or conditions outside of the scope of this Agreement. This includes but is not limited to drainage issues, unforeseen conditions, grading and erosion problems, and any and all things outside of the scope of this Agreement.
1 .3		Contractor shall complete an excavation permit known as an 81 1 permit in advance of starting Work as required by law. This service is provided by the utility companies to mark out utility lines on the property. On private property, the free 811 services may not be able or be willing to locate all buried utilities. In this instance, Owner may at its discretion and expense choose to hire and utilize a private company for the purpose of locating buried utilities or hazards not detected by the free 81 1 service and is encouraged to do so.

1 .4		Owner acknowledges Contractor shall not be responsible for any damage to unmarked buried utilities, nor shall Contractor repair or pay for the repair of damaged utilities that have not been marked. The term utilities mean any buried object including but not limited to: irrigation lines, water lines, gas lines, electrical lines, data and communication lines, sewer lines, septic tanks, fuel storage tanks or any other buried objects. The term marked rneans that the entire path of the object has been marked clearly and accurately within 24" of the object on the ground via fluorescent marking paint or flags.

Contractor Initia l 	_	Page 2 of 10	Owner Initial 	_ 1-800-573-7529 I www.proplaygrounds.com

i:iiti,Yi,d@&iC•

11	1
rne  Pl11y &  t?ecre.tt/011  Experts

Legacy Construction Services Group Inc 
OBA Pro Playgrounds 1563 Capital Circle SE, /:#144 Tallahassee, FL 32301

ARTICLE 2 - PROSECUTION OF THE WORK
Due to the nature of the Scope, Contractor is at the mercy of its suppliers and
manufacturer(s). Work cannot begin on any portion of the job until all material and equipment deliveries have been scheduled and confirmed. The items to complete the Work must be furnished and available to do so. Contractor will be in communication with Owner regarding the scheduling and delivery of  materials as well  as the  prosecution  of the  Work on a regular basis.

The Contractor expressly Understands that time is  of the  essence  of this Agreement and the refore ag rees to procure and prepare its materials and  manufactured products  in a timely manner so as to be ready to begin  Work as  soon  as possible.  Contractor shall perform all Work required under this Agreement in a diligent and prompt manner and shall proceed and operate in such ways to ensure the continued progression of the project and make all attem pts to remain on schedule.
The Work is tentatively scheduled to be completed  by Friday, April 5, 20 1 8. This date is subject to materials and equipment being manufactured in a timely fashion that will al low Contractor to complete installation by said date. This date is subject to change based on
these conditions. The estimated du ration of the Work from start to finish is 8- 14 days.
Not all Work will require a permit, for Work that does req uire a permit, the permitting process and responsibilities of Contractor and Owner shall be determined as follows:

�	Contractor shall be responsible for acquiring necessary permits for this project.
D	Owner, Prime/General Contractor or other third party shall be responsible for acquiring necessary permits for this project.
D	Owner shall be responsible for the costs of all permits and related drawings and requirements.
D	Contractor shall be responsible for the costs of all permits and related drawings and requirements.

ARTICLE 3 -WOflKMANSHIP
Work shall be executed in accordance with this Agreement and/or the Contract Documents. All Work shall be done in a good and Workmanlike manner. All materials shall be furnished in sufficient qua ntities to facilitate the prog ress of the Work and shall be new unless
otherwise stated in this Agreement and/or the Contract Documents. The Contractor warrants that all materials furnished thereunder meet the requirements of this Agreement and/or the Contract Documents and implicitly warrants that they are both merchantable and for the purposes for which they are intended to be used.

Should any items, Work or portions thereof be delayed, damaged or altered by anyone other than Contractor, irs employees or subcontractors, hereinafter referred to as "Others";

Contractor Initial  		F>age 3 of 10	Owner Initial  	
1 -800-573-7529 J www.proplaygrounds.com

(•11	1

The Pilily4&1R1e1cr1e1,uifilonjlEUxpIer"ts'

Legacy Construction Services Group Inc
OBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee, FL 32301

Owner shall hold those parties accountable for any loss or damages incurred as a result. Contractor shall not be held liable for any damages or costs incurred by Owner as a result of Others, and may hold Others liable for its own costs or lost shall the be incurred.

Contractor agrees that it and its employees and subcontra ctors will maintain a professional appearance a rid conduct themselves in a professional manner at all times when Working.

3.4		The Contractor agrees it shall be responsible for the prevention of accidents to itself, its employees and applicable su bcontractors engaged upon or in the vicinity of the Work.
ARTICLE4-PREMISES
Contractor agrees to keep the premises and other project areas reasonably clean of debris and trash resulting from the performance of Contractor's Work. Contractor will also make effo rts to highlight and block off potentially hazardous areas or obstacles present on the premises during the construction process in compliance with regulations.

Owner has the right at any time to visits the premises to check on prog ress or for purposes of communication; however, Contractor must be notified of such visits to  ensure the safety  of the visitor(s), also these visits must not severely interfere with the progress of Work.

Contractor agrees to make all efforts to prevent damage to existing property on the premises. Should Owner suspect that Contractor or its employees or su bcontractors have caused darnage to Owners property; Owner shall notify Contractor of those damages in writing and request curing of said darnages within 48 hours of their occurrence. Contractor agrees to rectify, repair or pay for the repair of any property damage for which it or its employees or subcontractors are directly responsible for. Contractor shall not be responsible for any event outside of Contractor's control that results in damage to Owners property including inclement weather, acts of God, theft, vandalism, damage by Others, etc.
ABIICLE 5 - INSURANCE AND BONDING
Contractor warrants that it maintains insurance(s) that will protect Contractor and its employees and fn some instances Owner from claims under Workers compensation acts and for claims from damages that may result from or arise out of Contractor's operations during construction; whether such operations be by Contractor or anyone directly or
indirectly employed by Contractor. Contractor warrants that it currently carries the following insurance(s) and stated insurance(s) and coverage(s) are docu mented in the Contract Documents:
[gi Comprehensive General Liability Insurance with the following limits:
Bodily Injury and Death - $2,000,000/occurrence;
$2,000,000/aggregate
Property Damage - $2,000,000/occurrence;
$2,000,000/aggregate

Contractor Initia l

Page 4 of 10	Owner Initial  	
1-800-573-7529 I www.proplaygrounds.com

iC•••i4iti1111iiUiif)

Tht!!  Pl4y & Rt!!Crt!!iltlon Expt!!rts

Legacy Construction Services Group Inc
DBA Pro Playgrounds 1563 Capital Circle SE, #144 Tallahassee, FL 32301

cg) Worker's Compensation & Employers Liability with the following limits:
Each Accident - $1 ,000,000
Disease - $1 00,000/employee; $500,0 00/po licy limit
D State of Florida Workers Compensation Exemption
cg) Commercial Automobile Insurance with the following limits:
Bodily Injury - $1,000,000/person; $1,000,000/accident
Property Damage - $1,000,000/accident
Personal Injury Protection {PIP) - $10,000/person

Contractor shall not provide any form of bonding for this Work. Should Owner request any form of bond from Contractor that is not included in this Agreement or the Contract Documents, Owner shall pay the cost of rhose bonds in full.

	Both Owner and Contractor, without having invalidated th is Agreement, may request changes to the Work scheduled to be performed as stated in this Agreement and/or within the Contract Documents consisting of additions, deletions or other revisions, hereinafter referred to as a "Change Order''. Request(s) by either Owner or Contractor to make change(s) to the Work scheduled to be performed shall be subject to the other parties discretion and acceptance.
All Change Orde rs shall be made using AIAG701-2001 Change Order or similar form.
Change Order(s), whether requested and completed by Contractor or Owner must be acknowledged by both Owner and Contractor, agreed upon by both Owner and Contractor and signed by both Owner and Contractor to be valid. Change Order(s) can only be signed by Contractor and Owner. Any Change Order(s) signed by individuals or representatives other than Contractor or Owner, unless specifically named in this Agreement and/or the Contract Documents will be invalid.
Approved Change Orders(s) will be considered as an amendment and/or revision to this Agreement and/ or the Cont ract Docu ments, but shall not invalidate this Agreement. Approved Change Order(s) may alter the total contrac, sum of this Agreement and/or the Contract Documents either as an increase or a decrease in cost dependi11g upon the nature of the revision. Contractor agrees to provide documentation of this alteration to the total contract sum and bill accordingly. Owner agrees to verify documentation of all alterations to the total contract sum to its satisfaction and pay accordingly. All payments for change orders are subject to the payment terms in Article 9 of this document.
Generally, all items that have been furnished to the Property for the purpose of completing the Work are non-returnable and non refu ndable unless the request arises as a result of an error by the Contractor. Return policies for items are at the discretion of the manufacturers

Contractor Initial 		Page 5 of 10	Owner Initial 	_
1-800-573-7529 I www,proplaygrounds.com

C•	1Yi:iii¥11itiifi

11
The Piety & Recreation Experts

Legacy Construction Services G roup Inc
OBA Pro Playgrounds 1563 Capital Circle SE, #144 Talla hassee, FL 32301

and suppl iers and not the Contractor. Should Owner wish to return items it has purchased that have been furnished, ordered or are in  production, and should manufacture or supplier allow Owner to do so, Owner shall bear the burden and all costs associated with doing so as set forth by the supplier or manufacturer. Such costs may include return shipping, resto cking fees or any other fees or charges determined by the manufacture or supplier.

ARTICLEZ- DEPOSITS
Contractor does hereby promise that it will, for and in con$ideration of the payments hereina�er specified, furnish all manpower, labor, supervision, tools, equipment, materials, and all other things necessary or required to complete all Work described and contained in this Agreement and/or the Co ntract Documents.

Contractor warrants that monies received for the performance of this contract, be they in the form of deposits or prog ress payments shall be used for labor, materials and procurement thereof entering into this Work and said monies shall not be diverted to satisfy obl igations of the Contractor on other contracts or other financial obligations not related to the terms and conditions specific to this Agreement and/or the Contract Documents.

Owner shall provide Contractor With the following necessary deposit(s) to procure all required manpower, labor, supervision, tools, equipment, materials, permits and all other things necessary or required to complete all Work described and contained in this Agreement and/or the Contract Documents. Contractor shall provide Owner with a written request for such deposits and such requests shall serve as records if fulfilled. If Owner is obligated to provide Contractor with a deposit for services or goods, no Work shall be scheduled and no goods shall be  ordered until time at which said deposit has been received unless otherwise specified in this Agreement.
t8J		Owner shall provide Contractor with a deposit for 100% of the cost of all goods and
materials required to complete all Work described and contained in this Agreement and/or within the Contract Documents.
0	Owner shall provide Contractor with a deposit for 50% of the cost of all goods and materials to complete all Work described and contained in this Agreement and/or
within the Contract Documents.
0		Owner shall provide Contractor with a deposit in the amount of $	of the cost
of all goods and materials required to complete all Work described and contained in this Agreement and/or within the Contract Documents.

ARTICLE 8- OWNER INSPECTIONAND ACCEPTANCE
As the Work or portions thereof are completed  in  accordance with this Agreement and/or in the Contract Documents; Owner shall at its earliest convenience inspect the Work completed by Contractor and confirm that it conforms to descriptions and promises contained in this Agreement and/or the Contract Documents. Owner shall promptly make

Contractor Initia l  	

Page 6 of 10	Owner Initial  	

1- 800•573-7529 I www.proplaygrouncls.com

c•T•Iit,·P,lay;&,fi,,ec,re,<1tjloUnll�xup,er,t,s,

Legacy Construction Services Group Inc
DBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee, FL 32301

arrangements to pay Contractor for completed Work that is in compliance per the terms and conditions of Article 9 of this Agreement.
If Owner inspects Contractor's completed Work or portions thereof and believes that the Work completed is not in conformance to this Agreement or the Contract Documents, Owner shall notify Contractor in writing of the alleged non-conforming Work within 10 days of the Work being completed.
Owner agrees it will provide Contractor with photos of the claimed deficiencies, a itemized written list of the alleged non-conforming Work and what actions it believes are necessary to bring those items into compliance.
Upon receipt of the list and photos of the alleged non-conforming Work; Contractor shall have thirty (30) days to dispute, provide a plan to cure or repair and rectify the non­ conforming Work at Contractor's expense should the claims be valid. Contractor shall document all effo rts to cure all non-conforming Work via photographical evidence and written documentation and provide this documentation to the Owner in a timely manner.
All completed Work or portions thereofthat are not in dispute for compliance shall be subject to the payment terms of Article 9 of this Agreement. Owner shall not withhold payment for any portion of the Work, or percentage thereof that is compliant as a means of insurance, security or as a cure to other portions of the Work that are noncompliant or under dispute thereof.
ARTICLE9- PAYMENT
As Work is completed in compliance with this Agreement and the representations contained �,erein; Owner shall make necessary preparations for payments due to Contractor in accordance with this Agreement; Change of Work Order(s) and/or the Contract Documents.
Contractor shall submit draw/p ayment requests to Owner as Work commences and is completed. All draw requests shall be submitted to Owner on AIAG702-1992, Application and Certificate for Payment, and AIAG703-1992 Continuation Sheet, which lists contract sums, Work completed and schedule of values or via other traditional invoicing methods.
All outstanding and undisputed balances for goods and materials, Change of Work Order(s). labor or any other ptemise described in this Agreement, or the Contract Documents is due to Contractor within 30 days of invoicing. Failure by Owner to make payment to Contractor for any and all outstanding balances owed as stated and agreed upon in this Agreement, any outstanding Change Orders and/or the Contract Documents shall result in all outstanding balances being subject to penalty i nterest, that shall accrue at the maximum legal rate per month, beginning 30 days a-fter first late payment or nonpayment. Contractor reserves the right to lien on any and all real property where materials or labor are furnished in the event of nonpayment or underpayment.

Owner shall not withhold any retainage from Contractor for undisputed Work or portions thereof.

Contractor Initial  	

Page 7 of 10	Owner Initia l  	

1·800-573-7529 I www.proplaygrounds.com

1

(•T•he·P'/11yij&iRtiecireij,uj/lon•llexUpIerifts)

Legacy Construction Services Group Inc
DBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee, FL 32301

If, through no fault of its own, Contractor is unable to continue Work, the schedule is changed, or Work is delayed or becau$e of Owner or other individuals acting for or on behalf of Owner, then Owner shall promptly pay Contractor in full within 30 days of receiving invoice from Contractor for any Work completed, labor and materials furnished on the project, subject to the payment terms and conditions in Article 9 of this Agreement.
ARTICLE 1O - RELEASEOF LIENS
10.1		Cot'ltroetor rnserves theIigi'lt1:o lie,, ot'I ell reel property o.nere moteri-flls endfor laborere fumisl,ed in 1'Cletiort to tl,is AgreemeM endfol'H,eContreet Deeuffients intileevel'ltof deleyed pe-y·meflt, ,�i:mpeymentoruAderpeyR'lent.
1 0.2	Contractor shall supply Owner with a partial lien wavier for all deposits and progress payments made to Contractor by Owner.
1 0.3		Contractor agrees to provide Owner with a final and full lien waiver within ten (10) days of receiving final payment from Owner.
ARTICLE11 - WARRANTIES
11 .1	Contractor warrants and guarantees its Work to the full extent as required by the Contract Documents or anywhere in this Agreement. Contractor shall at its expense make good any faulty, defective, improper or non-conforming portions of the Work discovered within one
year of the date of completion of the project or within such longer period as may be provided for in the Contract Documents or anywhere in this Agreement. The extension of this warranty does not include issues that would arise as a result of acts outside of Contractor's control such as inclement weather, acts of God, vandalism, theft, normal wear and tear, Owner alterations, damage by others, etc.
11 .2	Warranty claims for rubber surfacing shall not be honored or enforceable if damage is a result of corrosive materials contaminating the surfacing, including but not limited to: sand, debris, dirt, bleach, chlorine, fuels, caustics.
11 ,3		If any portion of the Work was completed by Others then Contractor shall not be required to warranty those portions of the Work. As such, should a deficiency in the Work of Others create a deficiency in the Work of Contractor, then Others shall be held liable by tt,e Owner and Contractor for the deficiency.
11 .4		Some warranty claims may be the responsibility of a manufacturer(s) or supplier(s) and not a result of Contractor's actions - such as undetected manufacturing defects or equipment that develops defects as a result o-f normal use during a specific time period, Contractor shall furnish Owner with all manufacturer(s) and supplier(s) written guarantees and warranties covering equipment and materials furnished in this Agreement and/or the Contract Documents and shall assist Owner in the process of any warranty claims rnlated to such equipment.
11 .5	All warranties become null and void if the project is not paid for in fu ll. 

Contractor Initial 		Page 8 of 10	Owner Initial  	
1-800-573-7529 I www. proplaygrounds.com

Legacy Construction Services Group Inc
DBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee,  FL 32301

ARTICL
All disputes between Contractor and Owner arising out of or relating to this Agreement and/or the Contract Documents; or perceived breach thereof, shall be decided  by  arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Leon County, FL and shall be governed by the laws of the State of Florida. The award and/or decision by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Both Contractor and Owner ag ree that the non-prevailing party in an arbitration proceeding shall be required to pay any reasonable and necessary fees associated with the arbitration process of the prevailing party. If there is no  prevailing party as a  result of a  decision from an arbitration proceeding, then both Owner and  Contractor will  be  responsible for their own expenses incurred as a result of the arbitration process.

ARTICLE13 - SEVERABILITY
13.1		The invalidity or u nenforceability of any provision of this Agreement shall not affect the validity or enforceabil ity of any other provision. Any invalid  or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.
ARTICLE 14 -MISCELLANEOUS ADDITIONSAND PROVISIONS
1 1 .1		In addition to the terms and conditions set forth in this Agreement and/or in the Contract Documents, Contractor also warrants, agrees to and/or acknowledges the following:
1. 
2.
3.

11 .2		In addition to the terms and conditions set forth in this Agreement and/or in the Contract Documents, Owner also warrants, agrees to and/or acknowledges the following:
I 00% ofthe project was paid in full on December 28, 20 1 8.
2. 
3. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the 3rd day of
January, 20 19.

CONTRACTOR:	Legacy Construction
Services Grou Inc.

OWNER:	Hol ly Hill Road East COD

Contractor Initial 	_	Page 9 of 10	Owner Initial  	
1-800-573-7529 I www.proplaygrounds.com

GTIiIHJe Pljayij�'-fR,e,cjrtMijtifloniiExUpeirifts)

(Si.qnature of Contractor)

Legacy Construction Services Group Inc
OBA Pro Playgrounds 1563 Capital Circle SE, #144
Tallahassee, FL 32301

(S;gnature of Owner)

Name/Title:	Paul Adrianse, President

Name/Title:

Rennie Heath, Chairperson

Address of Contractor:
Legacy Construction Services Group Inc. 1563 Capital Circle SE, #144
Tallahassee, FL 32301

Address of Owner:
1205 l Corporate Blvd
Orlando PL 328 17 

Contractor Initial  	

Page 10 of 10	Owner Initial  	

1-800-573-7529 I www.proplaygrounds.com

Holly Hill Road East Community Development District

Payment Authorization No. 55 - 56

HOLLY HILL ROAD EAST
C O M M U N I TY	D E V E L O P M E N T	D I S T R I C T 

Payment Authorization No. 055
12/21/2018
Item No.

Duke Energy

Vendor

Invoice	General
Number	Fund

Acct: 66949 311 27 ; Service 11 /1 9/2018 - 12/20/2018 

Flshklnd & Associates
OM Fee & Relmbursables: December 2018 

Please Return To:
Holly HIii Road East COD c/o Flshklnd & Associates 12051 Corporate Boulevard
Orlando, FL 32817

$	33.96

23886	$2,038.74

TOTAL	$ 2,072.70

,fc· DUKE
'3' ENERGY�
FOR CUSTOMER SERVICE OR PAYMENT LOCATIONS CALL: 1-877-372-8477
WEB SITE: www.duke-energy.com TO REPORT A POWER OUTAGE:
1-800-228-8485

STATEMENT OF ELECTRIC SERVICE
DECEMBER 2018 

DUE DATE	TOTAL AMOUNT DUE JAN 10 2019		33.96
NEXT READ		DEPOSIT AMOUNT DATE ON OR	ON ACCOUNT ABOUT
JAN 22 2019	240.00

HOLLY HILL ROAD EAST CDD

FL 32817

ATTN1 JOE MCCLAREN 12051  CORPORATE  BLVO ORLANDO
SERVICE ADDRESS
290 CITRUS ISLE LOOP LIFT DAVENPORT	FL 33837

    66949 31 1 27	

PIN: 568174431 METER READINGS

PAYMENTS RECEIVED AS OF DEC 05 2018 060 

GS-1	GENERAL SERVICE -

BILLING PERIOD.. 11-19-18 TO 12-20-18

33.33 THANK VOU

11. 67

NON31 DEDMAYASND  SEC

624

METER NO.	000161865
PRREVEINOTUS  ( ES(TAICTMUAATLE)l 	000498

CUSTOMER CHARGE
ENERGY CHARGE FAUSSEELTCSHEARCGUERITIZATION CHARGE

126 KWH � 7. 59400¢
126 KWH � 4. 13200¢
126 KWH �  0. 20600¢

9 . .57
5.21
0. 26

DIFFERENCE
PRESENT ONPEAK

000112061
000076

*TOTAL ELECTRIC COST
GROSS RECEIPTS TAX

26. 71
.68

126

PDRIFEFVIEORUESNCOENPOENAPEKAK 	000025
TOTAL KWH

MUNICIPAL FRANCHISE FEE
MUNICIPAL UTILITY TAX

1. 76
22..4383

ON PEAK KWH

0003.4285

STATE AND OTHER TAXES ON ELECTRIC	 	

KW

PRESENT KWCESTIHATE) PBARSEESENT PEAK  KW

0001.803
2

TOTAL CURRENT BILL
TOTAL DUE THIS STATEMENT

33. 96
$33 .96

LOONA-PDEFAAKCKTWOR	5. 6il.

7
0
!	:
��	23
�	1
0--L,����.,._,..
D  J  F  M  A  M  J  J  A  S  O  N D

ENERGY USE ----

ayment o t  s statement w t  n	ays rom t 10	ng a e WI avoid a 1 % late charge being applied to this accoun t.
Dul<e Energy will be closed on December 24 and 25, 2018 and January 1, 2019. You may visit duke-energy.com for self-service options. To
report an outage, please call our outage line at 1-800-228-8485.

DUASEILYONEAVYGE. AURSEAGO-  ·

KWH/DAY
0 KWH/DAY

RECEIVED DEC 1 9 2018

HDAILY AVG. ELECTRIC COST ·	$. 86

DETACH ANO RETURN THIS SECTION	E872 0021174

Make checks payable to: Duke Energy

ACCOUNT NUMBER · 66949 31127

JAN 10 2019

I

P.O.  BOX 1004	 	

HOLLY HILL ROAD EAST COD ATTN: JOE MCCLAREN
12051 CORPORATE BLVD
ORLANDO	FL 32817 - 1450

CNCHA2R6L20O1T-1T0E0, 4

illil\11 D
33.96

PLEASE ENTER
AMOUNT PAID

66949311272000000033969000 □□□□□□□□□□□□□□ 0033969010000 □ 000009 

Fishkind & Associates, Inc.
1 2051 Corporate Blvd.
Orlando, FL 3281 7

Holly Hill Road East COD
c/o Fishkind & Associates, Inc. 12051 Corporate Blvd
Orlando, FL 32817 

File: HollyHillRoadEastCDD

RECEIVED OEC 1 ii 2018

FISHKIND

Invoice

1 2/1 2/2018 

Invoice #: j 23886

& ASSOCIAfES

Hol--'-ly Hill  Road East

I Services:

.-----,.---------------- ---------..---	----�
Amount
i···	--!
I District Management Fee: Dec 2018	1 ,666.67
,I  Wt1bsite· Fee 	1 25.00

Postage Copies
Car Rental Dexter G 11 -27-18 Gas
Conference Calls UPS
Car Rental Dexter G 1 2-05-1 8 Gas

3.76
171 .60
1 8. 84
8.50
5.06
12 .83
18.18 
8.30

Please include the invoice number on your remittance and submit to:
Fishkind & Associates, Inc.
1 2051 Corporate Blvd.
Orlando, FL 32817 
Ph: 407-382-3256
Fax: 407-382-3254
www.fishkind.corn

Balance Due

$2,038.74

pltneybowes �

) ORLANDO, FL IORLANDO, FL

Account Summary Report
Date Range: Nov 1, 2018 lo Nov 30, 2018
Meter Group: All Meters
Meter 1WOO - 1376538 OLD at ORLANDO, FL
Meter 4WOO - 0347354 at ORLANDO, FL	
 	f     MeterName     I serlalNumberI PhP AccountNumber f

Meter Details
[4W00- 03473S4	:0347354	124970470

I

i 1WOO· 1376S38 OlD ! 1376538	124978470

!

Account summary
Account

sub Account

Pieces

) Holly Hill Road EastCOD

!

8 !

Total Charged	!
$3,760;

f

f

Grand Total

$3,760'

Copy Count

Account:	\--\Q\\� lli\\

Amount of Copies: 	\ Tota I $: 

\_L_\ L----'----\	 	
-------1../-..JJ-L../,---lio,0�0

Month: November

, I 

Reimbursable by Dist?	V   ..bJ.tfttlfncr rthtmule'.t't\f-QGQQ,.GOm/,
FISHKIND & ASSOCIATES, INC.
Expense Report

Account Code: Holly Hill Road East Travel to: Davenport Citrus Isles Purpose of trip/meeting: site visit

Employee Name: Dexter Glasgow

Company	Personal

Airfare Hotel Meals Meals Meals

Date

Vendor/Nates
Attach Itinerary and/or boarding pass.

Cr.Ca-r-d---

EXP.

Car rental	11 /27/1 8 Parking
Tolls Mileage Mileage

Enterprise

miles @ $0.545 per mile miles @ $0.545 par mile

$1 8.84

-----
-----

Fuel
Other	11 /27/18	Wawa	$8.50	
Other				
TOTALS			$27.34	

Personal expenses will be reimbursed only if receipt is attached (exc. mileage).

Attach receipt for all credit card charges.

Id-

/ /

Employee sig nature tll77/

Fo
D Recorded In client fil	
	Airfare Auto�related Lodgino Meals	

r accountina use only:
e.

01/09
F:/Llbrary/Forms/ExpReport

Batch

Wawa  #5i 45

ii 750 Universi ty Blv Orlando FL 328i 7
********************
ii/27/ 20i 82: 40: 50 PM
Term : JDi 2i 4962800i Appr : 027393
Seq# : 052886
Product :	Unleaded Pump	 Gallons		Price 02	ii . 8i3	$2 .i 59 Total  Sale		 $25 . 50 Capture
Visa XXXXXXXXXXXX68i 8
Swiped

ii /27/20i 8 i4: 38: 44

*

*

**

**

**

r agree to pay the above  Total  Amount according to Card I·sk·sA·-Au·e·><r  A·g><·rkeem·ken·tk-A.·*·k·k
YOUR   OPIN ION MATTERS
Tell  us  about your

Page 1 of 1

ENTERPRISE LEASING COMPANY OF ORLAN DO, 1441 ALAFAYA TRAIL, OVIEDO, FL 327659171 (407) 971-4933

RENTAL AGREEMENT   REF#	SUMMARY OF CHARGES

998969	45KLT2

RENTER
GLASGOW, DEXTER
DATE & TIME OUT
11/27/2018 09 :09 AM

Charge Description TIME & DISTANCE REFUELING CHARGE

Taxes & Surcha rges

Date	Quantity   Per	Rate
11/27 - 11/27	1	DAY	$50.00
11/27 - 11/27
Subtotal: 

Total
$50.00
$0.00
$50,00

DATE & TIME IN 11/27/2018 03 :08 PM
BILLING CYCLE
24-HOUR
CAR CLASS CHARGED
FCAR
VEH #1 2018 FORD EDGE 6TN 2

FL WASTE TIRE & BATTERY FEE
SALES TAX

SC REC - FL SURCHG RECOV VEHICLE LICENSE FEE RECOVERY

Bill-To / Deposits
DEPOSITS

11/27 -  11/27	1	DAY

11/27 - 11/27	1	DAY	$2.00	$2.00 	
11/27 - 1 1/27	1	DAY	$0.80	$0.80 	

11/27 - 11/27

Total Charges:

$0.02 7%

$0.02 
$3.70 

$56.52 

($56.52)

VIN# 2FMPK3K88JBC32970 LIC# CHXR70
MILES DRIVEN 137 CAR CLASS: SRAR

Total Estimated Amount Due 
PAYM ENT INFORMATION AMOUNT PAID	TYPE
$56.52	Visa

CREDIT CARD NUMBER 
xxxxxxxxxxxx6818

$0.00

http ://ecars1.corp.erac.com/rental/closeTicketPrint.jsp?doNotPrintRateslndicator=false	11/27/2018

.A.ODERA. -T· OR·-	84618295 - Jane Gaarlandt (continued)

LOCA.TI..O-N-

;nvou:e

9	Cl

INVOICE NUMBER INVOICE DATE ACCOUNT NO. DUE DATE
TAX ID AMOUNT DUE 

PAGE 10
26853486
11/26/2018
85735742
12/26/2018
58-2421656
USD$552.79

IIUJNG R.EFff: 1	BIWNG REH# 2	BILLING REF# 3
lllUNG R£F# 4
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Service Level

. Zone Payer

Pickup Date	11 /1 4/2018 

UPS No: 1 Z1Y9R280397792659	Shipper

Residential Ground . 12051 CORPORATE BLVD

FISHKIND & ASSOCIATES

.HEATH CONSTRUCTION AND

ReceOec

002
Shipper

·· 11

sm Reference: Holly Hill

ORLANDO · FL 32817
AMANDA LANE

241 5 CYPRESS GAF>DE'i.l8'Gt'vD. j- WINTER HAVEN
FL 33884
WARREN K. HEATH

MGMT LLC

•

[Fuel Surcharge	:

Re"sidential Surcharge

" lghl

3.95
1.16 

0.93

Holly Hill

----- --�----

1 count

!Total  Sub Total

15.05
15.0!5

12.83
12.83

3.�5

Reimbursable by Dist?	Y
FISHKIND & ASSOCIATES, INC.
Expense Report

Account Code: Holly Hill CDD Travel to: Haines City

Employee Name: Dexter Glasgow

Purpose oftrip/meeting: On site/ Met with the sales team.

Date	Vendor/Notes
Airfare	Attach Itinerary and/or boarding pass.
Hotel Meals Meals Meals
Car rental	1 2/5/18	Enterprise Parking
Tolls
Mileage	miles @ $0.545 per mile
Mileage	miles @ $0.545 per mile

Company	Personal Cr.Card		EXO.
-- --

$1 8.18 

-----
......_

Fuel	12/5/18	Wawa	$8.3	
Other		
		
Other				
TOTALS			$27.13 	

Attach receipt for all credit card charges.
Personal expenses will be reimbursed only If receipt is attached

For accountina use onlv: D Recorded In client file.
Airfare
Auto�related LodQinq Meals

01/09
F:/Library/Forms/ExpReport

Batch

Page 1 of 1

ENTERPRISE LEASING COMPANY OF ORLANDO, 1441 ALAFAYA TRAIL, OVIEDO, FL 327659171 (407} 971-4933

RENTAL AGREEMENT   REF#	SUMMARY OF CHARGES

TIM E & DISTANCE REFUELING CHARGE

12/04 - 12/05
12/04 - 12/05

2

DAY

$50.00	$100.00 
$0 .00

Taxes & Surcharges
FL WASTE TIRE & BATTERY FEE
SALES TAX
SC REC - FL SURCHG RECOV VEHICLE LICENSE FEE RECOVERY

Total Charges:

$113.03

Bill-To / Deposits
DEPOSITS
Total Estimated Amount Due PAYMENT INFORMATION

($113.03)
$0.00

AMOUNT PAID
$113.03

TYPE
Visa

CREDIT CARD NUMBER 
xxxxxxxxxxxx6818

999140	47JG78

RENTER
GLASGOW, DEXTER
DATE & TIME OUT 12/04/2018 07:41 AM DATE & TIME IN 12/05/2018 01:35 PM
BILLING CYCLE
24-HOUR
CAR CLASS CHARGED
FCAR
VEH #1 2019 GMC ACAD 64N 2 VIN# 1GKKNMLS4KZ181413 LIC# JKNC32
MILES DRIVEN 139 CAR CLASS: SRAR

Charge Description

Date	Quantity    Per	Rate

Total

	Subtotal: 		$100.00	
12/04 - 12/05	2	DAY	$0.02	$0.04	
12/04 - 12/05
12/04 - 12/05	2	DAY	7% 
$2.00 	$7,39 
$4.00	
12/04 - 12/05	2	DAY	$0.80	$1 .60	

http://ecars 1 .corp.erac.com/rental/closeTicketPrint.jsp?doNotPrintRateslndicator=false	12/5/2018 

Wawa  #51 18 

3000 N. Alafaya
·k*'�O;v·ik edo  F·L  32765

k  *****k***-A·*****
1 8/4/201 8 7: 57: 28 AM
Term : JD1 20671 46001
Apr;>r :   004388
secj#: 0631 64 Product :	Unleaded
�u�p	Gallons		Price 14	12. 927	$2 . 089
Total  Sale	$27 . 00 Capture
. Visa
;XXXXXXXXXXXX681 8
.S,wiped

1 2/04/201 8 07 : 55:12 
I agree to pay the above Total Amount according to Card Issuer Agreement .
******�*************
YOUR OPINION MATTERS
Tell us about your
experience at
*	MyWawaVisit . c om *
Tak e our survey for a chance to  win Wawa swag
gift baskets and gift cards valued at up to $500 !
Disponible en Espanol
********************
survey Code : 1 458289 Store Number : 051 18 
********************
Please respond within 5 days
NO PUR'cHASE NECESSARY
See  rules  at website

HOLLV HILL ROAD EAST
C O M M U N I T Y	D E V E L O P M E N T	D I S T R I C T 

Payment Authorization No. 056
1 2/28/2018 
Item No.

Vendor

Invoice Number

General Fund

1		Navltas Credit Corp. Playground Equipment Lease

Please Return To:
Holly HIii Road East COD c/o Flshklnd  & Associates 1 2051 Corporate Boulevard
Orlando, FL 32817

$

TOTAL	$

RECEIVED

295.00

296.00

DEC 2 8 2018

NA VITAS CREDIT COR P.
A UUlflD COMMUtHT't' IMO: co,",..NY

201 EXECUTIVE CENTER OR., SUITE 100
COLUMBIA, SC 29210

Remittance Section
Contract Number: Due Date: Amount Due:

40428476

□□□□□□□□

12/21/2018 
$295.00

Ro/urn Sorv/ce Requested	Amount Enclosed:	$
D Ploase check hero If your addross has changed.

Invoice Date: 12/24/2018 

HOLLY HILL ROAD EAST COMMUNITY DEVELOPMENT DISTAi 12051 CORPORATE BLVD

Prov/do now sddross on reverse s/dfil.

Uso enclosvd envelope end mako check payable 10:

NAVITAS CREDIT CORP. PO BOX 935204

ORLANDO FL 32817•1450

ATLANTA, GA 311935204
11	1	1	1

000404284762□181224□□□00295008

11,11,,1111111111llll'11l'h•1'•'111  '1l111• 1•1h1 1111•11 1III

'd\	VITAS  CRE DIT  COR P.

Keep /01vflr pon/on for yovr r6cotd9 • Plosse rorum u   11,  onion with  our  symsnl.
NA	DUE DATE	, CQNTRACT NO.	EQUIPMENT DESCRIPTION
� • UHlfEO COMMUlflfV DAIIK COM•ANV	12/21/2018	40428476	PLAY GROUND
.CUSTOM�R NAME
HOLLY HILL ROAD EAST COMMUNITY

PH: 888·978·6353
Im portant Messages

D V
@/ii ONE SITE TO MEET YOUR

., t

INTRODUCING
NAVITASLENDING.COM

:-1-f . BUSINESS FINANCING NEEDS
�"""'	DISCOVER LENDING MADE EASY at: http://navitaslending.com

CONTRACT	DESCRIPTION NUMBER
40428476·1	Documen1atlon Fee
Progress Payment Fee	DUE DATE
12/21/2018
12/21/2018	PAYMENT AMOUNT	SALES/ USE TAX	LATE CHARGE	INSURANCE CHARGES	OTHER	TOTAL
CHARGES	AMOUNT
$195.00	$195.00
$100.00	$100.00	
SUBTOTALS:					$295.00	$296.00	

RECEIVED DEC 2 7 2018

t) ��!-�.'Jl�� I . UUH<D  COMMUOHIY  ..,,.  COM""'	pogo 1 of2

Holly Hill Road East Community Development District

Monthly Financials

Holly Hill Road East CDD Statement of Financial Position As of 1 2/31 /2018 

General Fund	Debt Service

Investments

Total Assets

Current Liabilities Accounts Payable Accounts Payable Retainage Payable
Total Current Liabilities

Long Term Liabilities

Fund

Capital Projects Fund

Long-Term Debt

Total

$377,4 19.53

$566,680.95

$2,1 66,786.34

$3,575,000.00

$6,685,886.82

Liabilities and Net Assets

$238,499.07

$238,499.07

$0.00

$1 ,050,21 5.91
96,649.27
$1,1 46,865.18 

$0.00

$238,499.07 1,050,21 5.91
96,649.27
$1 ,385,364.25

Current Assets		Assets		
General Checking Account	$376,699.53							$376,699.53	
Deposits	720.00							720.00	
Due From Other Funds		$229,974.80						229,974.80	
Debt Service Reserve A1 Bond		114,878. 12 						114,878.1 2	
Debt Service Reserve A2 Bond		141 ,759.38						141 ,759.38	
Revenue A1 Bond		10,959.99						10,959.99	
Interest A2 Bond		65,621.88						65,621.88	
Prepayment A1 Bond		3,309. 11 						3,309.1 1	
Redemption Account A1 Bond		177.67						177.67	
Acquisition/Construction A1 Bond				$42,723.07				42,723.07	
Acquisition/Construction A2 Bond				2,1 23,963.27				2,1 23,963.27	
Cost of Issuance A2 Bond				100.00				100.00	
Total Current Assets	$377,419.53	$566,680.95		$2,166,786.34		$0.00		$3,11 0,886.82	

Amount Available in Debt Service Funds							$336,706. 15 		$336,706.15 	
Amount To Be Provided							3,238,293.85		3,238,293.85	
Total Investments	$0.00		$0.00		$0.00		$3,575, 000. 00		$3,575,000.00	

Revenue Bonds Payable - Long-Term							$3,575,000.00		$3,575,000.00	
Total Long Term Liabilities	$0.00		$0.00		$0.00		$3,575,000.00		$3,575,000.00	
Total Liabilities	$238,499.07		$0.00		$1,146,865. 18 		$3,575,000.00		$4,960,364.25	

Net Assets
Net Assets, Unrestricted	

$28,907.63								

$28,907.63	
Current Year Net Assets, Unrestricted	(27,209.1 1) 								(27,209.1 1) 	
Net Assets - General Government	27,153.80								27, 153.80	
Current Year Net Assets - General Government	11 0,068.14								110,068. 14 	
Net Assets, Unrestricted			$227,501.62						227, 501 .62	
Current Year Net Assets, Unrestricted			339,179.33						339,1 79.33	
Net Assets, Unrestricted					$359,61 1.69				359,61 1.69	
Current Year Net Assets, Unrestricted					1 ,226,1 32.58				1,226,1 32.58	
Net Assets - General Government					(396,988.85)				(396,988.85)	
Current Year Net Assets - General Government					(168,834.26)				(168,834.26)	
Total Net Assets	$1 38,920.46		$566,680.95		$1,01 9,921.16 		$0.00		$1 ,725,522.57	
										
Total Liabilities and Net Assets	$377,419.53		$566,680.95		$2,1 66,786.34		$3,575,000.00		$6,685,886.82	

Expenses

Revenues

Holly Hill Road East COD
Statement of Activities As of 1 2/31 /2018 

General Fund	Debt Service	Capital	Long-Term	Total	
	Fund	Projects Fund	Debt		

On-Roll Assessments	$1 38,456.48								$1 38,456.48	
Off-Roll Assessments	8,469.95								8,469.95	
Inter-Fund Transfers In	(27,209.11) 								(27,209. 11 )	
On-Roll Assessments			$229,974.80						229,974.80	
Debt Proceeds			207,381 .26						207,381.26	
Developer Contributions					$7,698.52				7,698.52	
Inter-Fund Transfers In					27,209.1 1				27,209. 11 	
Debt Proceeds					2,522,61 8.74				2,522,61 8.74	
Total Revenues	$1 19,71 7.32		$437,356.06		$2,557,526.37		$0.00		$3,1 1 4,599.75	

Supervisor Fees	$3,000.00								$3,000.00	
D&O Insurance	2,250.00								2,250.00	
Management	5,000.01								5,000.01	
Engineering	687.50								687,50	
Dissemination Agent	5,000.00								5,000.00	
District Counsel	1,367.02								1,367.02	
Bond Counsel	1,250.00								1,250.00	
Assessment Administration	5,000.00								5,000.00	
Travel and Per Diem	53.82								53.82	
Telephone	27.28								27.28	
Postage & Shipping	106.55								106.55	
Copies	383.10 								383.1 0	
Legal Advertising	734.73								734.73	
Property Taxes	64.08								64.08	
Web Site Maintenance	375.00								375.00	
Dues, Licenses, and Fees	175.00								175.00	
Electric	82.69								82.69	
Equipment Rental	295.00								295.00	
General Insurance	2,750.00								2,750.00	
Other Insurance	2,529.00								2,529.00	
Irrigation	120.72								120.72	
Landscaping Maintenance & Material	2,966.00								2,966.00	
Streetlights	1,71 9.08								1,71 9.08	
Swimming Pools	921.71 								921 .71	
Principal Payments			$1 5,000.00						15,000.00	
Interest Payments			83,519.38						83, 51 9.38	
Trustee Services					$4,750.00				4,750.00	
Management					25,000.00				25,000.00	
Engineering					1 ,425.50				1,425.50	
District Counsel					54,1 25.20				54,1 25.20	
Trustee Counsel					5,000.00				5,000.00	
Bond Counsel					26,000.00				26,000.00	
Developer Advance Repayment					1 68,834.26				168,834.26	
Contingency					1, 308,81 1 .59				1,308,811 .59	
Total Expenses	$36,858.29		$98,519.38		$1 ,593,946.55		$0.00		$1 ,729,324.22	
Other Revenues (Expenses} & Gains (Losses}
Interest Income			
$342.65						
$342.65	
Interest Income					$73.28				73.28	
Total Other Revenues (Expenses) & Gains (Losses)	$0.00		$342.65		$73.28		$0.00		$41 5.93	
Change In Net Assets	$82,859.03		$339, 179,33		$963,653. 10 		$0.00		$1 ,385,691.46	
Net Assets At Beginning Of Year	
$56,061 .43		
$227,501 .62		
($37,377.1 6)		
$0.00		
$246,1 85.89	

Net Assets At End Of Year	
$1 38,920.46		
$566,680.95		
$926,275.94		
$0.00		
$1 ,631 ,877.35	

Revenues

Holly Hill Road East COD

Year To Date

Budget   to    Actual For the Month Ending 1 2/31 /201 8

Actual	Budget	Variance

AFYdo2p0t1e9d

Budget

On-Roll Assessments	$	1 38,456.48	$	34,578.00	$	1 03,878.48	$ 1 38,31 2.00

$

$

Off-Roll Assessments	8,469.95	11 ,922.00	(3,452.05)	47,688.00

InteNre-Gt Roveevrennmueenstal Revenue (North Blvd COD)

General & Administrative Ex1;1enses

  $	146,926.43	$

526,,275500..0000

9(46,,21 7506..4003)

221 15,,000000..0000

Supervisor Fees	$	3,000.00	$	1 ,500.00	$	1,500.00	$	6,000.00

D&O Insurance	2,250.00	700.00	1, 550.00	2,800.00

Trustee Services	1,500.00	(1 ,500.00)	6,000.00
Management	5,000.01	5,000.00	0.01	20,000.00
Engineering	687.50	3,750.00	(3,062.50)	15,000.00
Dissemination Agent	5,000.00	1,250.00	3,750.00	5,000.00
District Counsel	1 ,367.02	6,250.00	(4,882.98)	25,000.00

Bond Counsel	1 ,250.00	1 ,250.00
Assessment Administration	5,000.00	5,000.00
Audit	1,500.00	(1 ,500.00)	6,000.00
Travel and Per Diem	53.82	125.00	(71 .1 8)	500.00
Telephone	27.28	50.00	(22.72)	200.00
Postage & Shipping	106.55	75.00	31 .55	300.00
Copies	383.1 0	125.00	258. 10	500.00
Legal Advertising	734.73	2,000.00	(1 ,265.27)	8,000.00
Bank Fees	62.50	(62.50)	250.00
Miscellaneous	1 ,275.00	(1 ,275.00)	5,1 00.00
Property Taxes	64.08	64.08
Web Site Maintenance	375.00	725.00	(350.00)	2,900.00

$

$

$

$

DuTeos,taLlicGeennseersa, la&ndAFdemesin istrative Expenses	25,41 7754..0009	25,96520..5000	(41 1725..5901)	1 03,285000..0000

Page 1  of 2

Holly Hill Road  East COD
Budget to Actual
For the Month Ending 1 2/3 1 /20 18 

Year To Date
FY 2019
Actual	Budget	Variance	Adopted
Budget

$ 	36,858.29 

$

   $	52,750.00 

$

   $	{1 5,891.71) $ 211 ,000.00 

11 0,068.1 4

$

11 0,068.14 

$

(9,457.35)

Field Expenses
General Insurance	$	2,750.00		$	775.00		$	1 ,975.00		$	3,1 00.00	
Irrigation	120.72		250.00		(1 29.28)		1, 000.00	
Landscaping Maintenance & Material	2,966.00		5,000.00		(2,034.00)		20,000.00	
Flower & Plant Replacement			1 ,375.00		(1 ,375.00)		5,500.00	
Fertilizer / Pesticides			625.00		(625.00)		2,500.00	
Contingency			3,041 .25		(3,041 .25)		12,1 65.00	
Streetlights	1,719.08		2,448.00		(728.92)		9,792.00	
Total Field Expenses	$	7,555.80		$	13,514.25		$	(5,958.45)		$	54,057.00	

Cabana & Pool Expenses
Security	$		$	1 ,750.00		$	(1 ,750.00)		$	7,000.00	
Maintenance Staff			2, 1 87.50		(2,1 87.50)		8,750.00	
Electric	82.69		2,770.75		(2,688.06)		11 ,083.00	
Clubhouse Electric			291 .75		(291.75)		1, 1 67.00	
Pool Electric			3,347.00		(3,347.00)		13,388.00	
Equipment Rental	295.00				295.00			
Cable Television			1 31 .25		(1 31 .25)		525.00	
Property & Casualty			875.00		(875.00)		3,500.00	
Other Insurance	2,529.00				2,529.00			
Equipment Repair & Maintenance			51 0.50		(510.50)		2,042.00	
Pest Control			145.75		(1 45.75)		583.00	
Signage & Amenities Repair			109.50		(1 09.50)		438.00	
Swimming Pools	921 .71 		1, 166.75		(245.04)		4,667.00	
Total Cabana & Pool Expenses	$	3,828.40		$	13,285.75		$		$	53,143.00	

Total Expenses

Net Income (Loss)

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