NatureWalk Community Development District

Board of Supervisors’ Regular Meeting December 2, 2021

District Office:
120 Richard Jackson Blvd, Suite 220 Panama City Beach, Florida 32407 850-334-9055

www.naturewalkcdd.org

NATUREWALK
COMMUNITY DEVELOPMENT DISTRICT AGENDA
Walton County Coast Branch Library 437 Greenway Trail Santa Rosa Beach, FL 32459
December 2, 2021 at 3:30 p.m.

District Board of Supervisors	Jonette Coram	Chairman	
	Todd Egizii	Vice Chairman	
	Mike Grubbs	Assistant Secretary	
	Sandra Waisley	Assistant Secretary	
	James Sater	Assistant Secretary	

District Manager	
Kimberly O’Mera	
Rizzetta & Company, Inc.	
District Counsel	Joseph Brown	Kutak Rock LLP	
District Engineer	James Martelli, P.E.	Innerlight Engineering Corporation	
Bond Counsel	Cynthia E. Wilhelm	Nabors, Giblin & Nickerson, P.A.	

All Cellular phones and pagers must be turned off while in the meeting room.
The District Agenda is comprised of five different sections:

The regular meeting will begin promptly at 3:30 p.m. with the first section which is called Audience Comments on Agenda Items. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. IF THE COMMENT CONCERNS A MAINTENANCE RELATED ITEM, THE ITEM WILL NEED TO BE ADDRESSED BY THE DISTRICT
MANAGER OUTSIDE THE CONTEXT OF THIS MEETING. The second section is called Business Administration. The Business Administration section contains items that require the review and approval of the District Board of Supervisors as a normal course of business. The third section is called Staff Reports. This section allows the District Manager, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. The fourth section is called Business Items. The business items section contains items for approval by the District Board of Supervisors that may require discussion, motion and votes on an item-by-item basis. If any member of the audience would like to speak on one of the business items, they will need to register with the District Manager prior to the presentation of that agenda item. Occasionally, certain items for decision within this section are required by Florida Statute to be held as a Public Hearing. During the Public Hearing portion of the agenda item, each member of the public will be permitted to provide one comment on the issue, prior to the Board of Supervisors’ discussion, motion and vote. Agendas can be reviewed by contacting the Manager’s office at (850) 334- 9055 at least seven days in advance of the scheduled meeting. Requests to place items on the agenda must be submitted in writing with an explanation to the District Manager at least fourteen (14) days prior to the date of the meeting. The final section is called Supervisor Requests and Audience Comments. This is the section in which the Supervisors may request Staff to prepare certain items in an effort to meet residential needs and provides members of the audience the opportunity to comment on matters of concern to them that were not addressed during the meeting.

Public workshops sessions may be advertised and held in an effort to provide informational services. These sessions allow staff or consultants to discuss a policy or business matter in a more informal manner and allow for lengthy presentations prior to scheduling the item for approval. Typically no motions or votes are made during these sessions.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at (850) 334-9055, at least 48 hours before the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 7-1-1, who can aid you in contacting the District Office.

Any person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that this same person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based.

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
DISTRICT OFFICE  120 RICHARD JACKSON BLVD., SUITE 220, PANAMA CITY BEACH, FL 32407
http://naturewalkcdd.org/

November 24, 2021
Board of Supervisors NatureWalk Community
Development District	AGENDA

Dear Board Members:

The regular meeting of the Board of Supervisors of the NatureWalk Community Development District will be held on Thursday, December 2, 2021 at 3:30 p.m. (Central Time) at the Walton County Coastal Branch Library, located at 437 Greenway Trail, Santa Rosa Beach, FL 32459. The following is the tentative agenda for these meetings:

CALL TO ORDER/ROLL CALL
AUDIENCE COMMENTS ON AGENDA ITEMS
BUSINESS ADMINISTRATION
Consideration of Minutes of the Board of Supervisors’
Meeting Held on November 4, 2021	Tab 1
Ratification of Operation and Maintenance Expenditures for
October 2021	Tab 2
STAFF REPORTS
District Counsel
Legislative Updates…	Tab 3
Representation Agreement – Messer Caparello –
Douglas Smith	under separate cover
District Engineer
Update on Sidewalk Repairs	Tab 4
District Landscape Provider
District Manager
Review of District Manager Report	under separate cover
Review of Action Item List
BUSINESS ITEMS
Consideration of District Counsel Agreement – Kutak Rock…	Tab 5
Consideration of Workers Compensation Policy	Tab 6
Consideration of Volunteer Activity Policy…	under separate cover
Update on Streetlight Repairs	Tab 7
Update on Bridge Repair Proposals	Tab 8
Consideration of Revisions to Traffic Enforcement Policy	Tab 9
Discussion of Regulatory Signage	Tab 10
Ratification of Landscape Maintenance Agreement – GreenEarth…	Tab 11
SUPERVISOR REQUESTS AND AUDIENCE COMMENTS

ADJOURNMENT

I look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call me at 850-334-9055.

Sincerely,

Kimberly O’Mera District Manager

Tab 1

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 1

1
2	MINUTES OF MEETING
3
Each person who decides to appeal any decision made by the Board with respect
to any matter considered at the meeting is advised that the person may need to
ensure that a verbatim record of the proceedings is made, including the testimony
and evidence upon which such appeal is to be based.
8
9	NATUREWALK
10	COMMUNITY DEVELOPMENT DISTRICT
11
The regular meeting of the Board of Supervisors of the NatureWalk Community
Development District was held on Thursday, November 4, 2021, at 3:00 p.m. (CDT) at
the Walton County Coastal Branch Library, located at 437 Greenway Trail, Santa
Rosa Beach, FL 32459.
16
17	Present and constituting a quorum:
18
Jonette Coram	Board Supervisor, Chairman
Todd Egizii	Board Supervisor, Vice Chairman
Sandra Waisley	Board Supervisor, Assistant Secretary
Mike Grubbs	Board Supervisor, Assistant Secretary
James Sater	Board Supervisor, Assistant Secretary
24
25	Also present were:
26
Kimberly O’Mera	District Manager, Rizzetta & Company, Inc.
Joseph Brown	District Counsel, Hopping Green & Sams, P.A.
(Via Speakerphone)
Jim Martelli	District Engineer, Innerlight Engineering
(Via Speakerphone)
Brandon Henderson	GreenEarth Landscape Services
Jess Guthrie	GreenEarth Landscape Services
Audience	Present
35
36
37	FIRST ORDER OF BUSINESS	Call to Order
38
39	Ms. O’Mera called the meeting to order at 3:31 p.m.
40
41
42
43

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 2

SECOND ORDER OF BUSINESS	Audience Comments on Agenda
Items
46
47	There were no audience comments on Agenda Items.
48
49
THIRD ORDER OF BUSINESS	Consideration of Minutes of the
Regular	Board	of	Supervisors
Meeting held on October 7, 2021
53
Ms. O’Mera presented the Minutes of the Regular Board of Supervisors Meeting held on
October 7, 2021. Line 264 correction to “lay” and lines 265 - 266 remove “for a light
application in the fall”.
57

On a Motion by Mr. Egizii, seconded by Ms. Coram, with all in favor, the Board of Supervisors approved the Minutes, with revisions, of the Regular Board of Supervisors’ Meeting held on October 7, 2021, for NatureWalk Community Development District.

58
FOURTH ORDER OF BUSINESS	Ratification	of	Operation	and
Maintenance	Expenditures	for
September 2021
62
Ms. O’Mera presented and reviewed the Operation and Maintenance expenditures for
September 2021 with the Board. Mr. Egizii questioned which pond the invoice from AAG
Electric Motors & Pumps was for. Ms. O’Mera advised Pond 19 near the sports courts. Ms.
Coram gave stated levels in ponds 18 and 19 were low.
67
Mr. Grubbs asked what is included in the monthly amount paid to GreenEarth. Henderson
gave an overview of the contract with GreenEarth and the frequency of service in the
Fall/Winter.
71

On a Motion by Ms. Coram, seconded by Mr. Egizii, with all in favor, the Board of Supervisors ratified Operation and Maintenance expenditures for September 2021 in the amount of $25,552.66, for NatureWalk Community Development District.

72
73
74
75
76
77

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 3

79	FIFTH ORDER OF BUSINESS	Staff Reports
80
81	A.	District Counsel
82
Mr. Brown provided an overview of the Hopping Green & Sams transition as presented in
the agenda. The Board will need to provide direction with respect to files and legal
services. There would be a new fee agreement but there is no billable rate change if going
with Kutak Rock, LLP. Discussion ensued.
87
Mr. Brown also provided an update on the status of the quite title action for parcels that
were transferred by tax deed and Tract K.
90

On a Motion by Ms. Coram, seconded by Ms. Waisley, with all in favor, the Board of Supervisors approved Option 1 as identified in the transition letter from Hopping Green & Sams, for NatureWalk Community Development District.

91
92
93	B.	District Engineer
94
Mr. Martelli presented an update on the status of proposals to address the sidewalk
damage by Waste Management. He has sent a set of specifications to Pat Shae’s
Concrete requesting a proposal with two options and expects to hear back within the next
week.
99
The Board requested Mr. Martelli to obtain quotes to repair the damaged sidewalk to its
original state.
102
C.	District Manager
104
Ms. O'Mera presented and reviewed the District Manager Report and the Action Item
List with the Board. Discussions ensued.
107
Electric Weaver has determined they will no longer be servicing the District. Ms. O’Mera
is working with additional electricians willing to submit a proposal for the street light
repairs. She asked the board to remove the not-to-exceed amount to allow flexibility
while the Board transitions to a new electrician.
112

On a Motion by Mr. Egizii, seconded by Mr. Grubbs, with all in favor, the Board of Supervisors approved removing the not-to-exceed amount that was set at the October 7, 2021, meeting for the street light repairs, for NatureWalk Community Development District.

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 4

114
115	Ms. O’Mera presented the Rizzetta Technology Services Agreement with the Board.
116

On a Motion by Ms. Coram, seconded by Mr. Grubbs, with all in favor, the Board of Supervisors accepted the Rizzetta & Company Technology Services Agreement, for NatureWalk Community Development District.

117
118	D.	District Landscape Provider
119
Mr. Henderson provided a new contract for review and opened for questions or
comments. Mr. Grubbs questioned the monthly audit of the irrigation system. Mr.
Henderson recommends continuing monthly audits based on the irrigation being well
based and very powerful. Discussion ensued.
124
Erosion repair will be added to the Action Item List.
126
SIXTH ORDER OF BUSINESS	Consideration of Resolution 2022-01,
Amending the Fiscal Year 2020-2021
Budget
130
Ms. O'Mera presented and reviewed Resolution of 2022-01, Amending the Fiscal Year
132	2020-2021 Budget.

On a motion by Mr. Grubbs, seconded by Mr. Egizii, with all in favor, the Board of Supervisors adopted Resolution 2022-01, Amending the FY 2020-2021 Budget, for NatureWalk Community Development District.

133
134
135
136
137
SEVENTH ORDER OF BUSINESS	Consideration	of	Landscape
Maintenance Agreement – Green Earth
140
The Board discussed the Landscape Maintenance Agreement with Mr. Henderson during
Staff Reports. The new agreement proposing a monthly cost of $9,147.00. Ms. O’Mera
noted that the previous reduction of services agreement terminates December 31, 2021,
and the proposed agreement has a 36-month term.

On a motion by Mr. Egizii, seconded by Mr. Grubbs, with all in favor, the Board approved Ms. Coram to work with staff to approve the language within the agreement prepared by District Counsel and executing with a monthly cost of $9,147.00, for NatureWalk Community Development District.

145
146
147
148
149
150
151

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 5

153	EIGHTH ORDER OF BUSINESS	Ratification of Boardwalk Repairs
154
Ms. O’Mera turned the presentation over to Ms. Coram. The repairs were replacement of
boards on the boardwalk behind Salamander Circle.

On a motion by Mr. Egizii, seconded by Ms. Waisley, with all in favor, the Board ratified the invoice from Eddie the Painter Services in the amount of $1000.00, for NatureWalk Community Development District.

157
158
159
160
161
NINTH ORDER OF BUSINESS	Discussion	of	Traffic	Enforcement
Policy Amendments
164
Mr. Egizii gave an overview of the proposed amendments to the Traffic Enforcement
Policy.
1. All vehicles must be state licensed to park on District property.
2. No parking on sidewalks. Further, adding parking pads within the District,
whether by painting delineation on large parking spaces to create additional
parking or adding extra parking pads.
3. Trailers of trades and service trailers are parked sometimes overnight.
4. Vehicle length restrictions for parking on District property
5. ATVs are not permitted to park on District property.
174
Discussion ensued. The Board would like text included in the policy regarding roadway
blocking. The Board will review the items presented, and discussion will continue at the
next meeting on December 2, 2021. A Public Hearing was set for January 6, 2022,
tentatively.
179
TENTH ORDER OF BUSINESS	Discussion of Signage and Speed
Control
182
Ms. O'Mera turned over the discussion to Mr. Egizii. Mr. Egizii gave an overview of the
proposed signage and speed control components. Discussion ensued.
185
Ms. O’Mera will work with the vendor to obtain a proposal for the Board to consider at the
next available meeting.
188
ELEVENTH ORDER OF BUSINESS	Consideration of Volunteer Activities
190
Ms. O’Mera provided an update to the Board. While the District has obtained a Volunteer
Policy, a Workers Compensation policy is also statutorily required. Mr. Brown does not
recommend proceeding with volunteered activities without a Workers Compensation
policy in place. Ms. O’Mera is working with Egis Insurance to obtain a proposal for the
policy. Discussion ensued.

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 6

197	TWELFTH ORDER OF BUSINESS	Discussion of Boardwalk Barriers
198
Ms. O’Mera turned over the discussion to Ms. Coram. Ms. Coram discussed owner
concerns about LSVs on boardwalks. Signage and barrier options were discussed.
Discussion ensued. The Board approved signage and boardwalk barriers depending on
any ADA requirements for the barriers.
203
204
THIRTEENTH ORDER OF BUSINESS	Discussion of District Storage
Solutions
Ms. O’Mera turned over the discussion to Mr. Grubbs. Mr. Grubbs talked to several
vendors who were not interested in quoting storage solutions due to Walton County
requirements. The wind speed rating contributes to costs and the type of flooring used is
important to prevent rotting issues. Discussion is tabled until a later date.
211
212
FOURTEENTH ORDER OF BUSINESS	Discussion of Relocating Trash
Corrals
215
Ms. O’Mera opened the discussion on relocating trash corrals. Mr. Egizii stated there is
not enough space on the CDD portion where it was suggested to relocate the corrals. Mr.
Lee (audience) feels there is enough space, and the alleys are being destroyed by Waste
Management. Discussion ensued. Mr. Hartley (audience) stated he has been in contact
with Eric Graves of Waste Management concerning the trash cans and trash corrals
within the community. He would like to start an independent project to track the issue and
bring suggestions to the CDD and HOA. The Board will revisit this item.
223
FIFTEENTH ORDER OF BUSINESS	Discussion	of	Alterations	to
District Property – Driveway
Enhancement
227
Ms. O’Mera stated this item was brought to the agenda again upon homeowner
communication with Ms. Coram. Ms. Coram gave an overview of the discussion item.
Discussion ensued.
Requests would be reviewed on a case-by-case basis, following the landowner obtaining
approval from the Homeowners’ Association first.
233
SIXTEENTH ORDER OF BUSINESS	Supervisor Requests and Audience
Comments
236
Mr. Egizii requests for an estimate to landscape the District common area adjacent to Pond
25, to neighborhood standards. Ms. O’Mera will work with GreenEarth to bring a proposal
to the Board.

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 7

Mr. Baughn inquired of Mr. Duffy about what the earth moving equipment at Flatwoods
Forest Loop near the Pickle Ball Courts was doing. There was no information on this activity.
243
Mr. Hartley commented on the parking regulation discussion. The HOA Communications
Committee is coordinating communication with rentals and would be happy to incorporate
communication about the policy.
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT
November 4, 2021 Minutes of Meeting
Page 8

285	SEVENTEENTH ORDER OF BUSINESS	Adjournment
286
On a Motion by Ms. Coram, seconded adjourned the meeting at 5:35 p.m. CDT District.	by Ms. Waisley, with all in favor, the Board
, for the NatureWalk Community Development	
287			
288			
289			
290	 		 		
291	Secretary/Assistant Secretary	Chairman/ Vice Chairman	

Tab 2

NatureWalk Community Development District

DISTRICT OFFICE · PANAMA CITY BEACH, FL 32407
 MAILING ADDRESS · 3434 COLWELL AVENUE, SUITE 200 · TAMPA, FLORIDA 33614 WWW.NATUREWALKCDD.ORG

Operations and Maintenance Expenditures October 2021
For Board Approval

Attached please find the check register listing the Operation and Maintenance expenditures paid from October 1, 2021 through October 31, 2021. This does not include expenditures previously approved by the Board.

The total items being presented:  $22,599.35

Approval of Expenditures:

 	 Chairperson

 	 Vice Chairperson

 	 Assistant Secretary

NatureWalk Community Development District
Paid Operation & Maintenance Expenditures
October 1, 2021 Through October 31, 2021

Vendor Name	Check #	Invoice Number	Invoice Description	Invoice Amount

CA Florida Holdings LLC	001930	0004096587	Acct# 536208 Legal Advertising 09/21	$	201.00	
CHELCO	001920	Electric Summary	CHELCO Electric Summary 09/21	$	1,792.04	
		09/21			
GreenEarth Landscape	001916	77906	Irrigation Repair #19652 09/21	$	1,225.00	
Services LLC GreenEarth Landscape	
001928	
77970	
Irrigation Repair #19586 09/21	
$	265.00	
Services LLC
Hopping Green & Sams	
001917	
124572	
General Legal Counsel 07/21	
$	2,968.00	
Hopping Green & Sams	001917	125103	General Legal Counsel 08/21	$	3,651.98	
Imperial PFS Corporation	001922	GAA-B71517 pmnt 1	GAA-B71517 payment 1 of 11	$	2,340.25	

Jonette Anne Coram	
001925	of 11 JC100721	
Board Of Supervisors Meeting 10/07/21	
$	200.00	
Newagetutors, LLC dba	001924	3164	Website ADA Compliance 10/21	$	300.00	
VGlobaltech
Rizzetta & Company, Inc.	
001918	
INV0000061836	
District Management Fees 10/21	
$	3,327.08	
Rizzetta & Company, Inc.	001923	INV0000062002	Assessment Roll Preparation FY 21/22	$	5,000.00	
Rizzetta Technology Services,	001919	INV0000007973	Email & Website Hosting Services 10/21	$	175.00	
LLC
Sandra Lee Waisley	
001931	
SLW100721	
Board Of Supervisors Meeting 10/07/21	
$	200.00	

NatureWalk Community Development District
Paid Operation & Maintenance Expenditures
October 1, 2021 Through October 31, 2021

Vendor Name	Check #	Invoice Number	Invoice Description	Invoice Amount

Special Markets Insurance
Consultants, Inc	001921	10112021	Additional Insurance Policy 10/21	$	200.00	
The Lake Doctors, Inc.	001929	608196	Acct # 717754 Monthly Water Management	$	393.00	

The Lake Doctors, Inc.	
001929	
609179	10/21
Acct #721546 Fountain Cleaning 10/21	
$	161.00	
Todd B. Egizii	001926	TE100721	Board Of Supervisors Meeting 10/07/21	$	200.00	

Report Total	$	22,599.35

Tab 3

MEMORANDUM

To:	District Manager

From: Hopping Green & Sams P.A.

RE:	Wastewater and Stormwater Needs Analysis

During the 2021 legislative session sections 403.9301 and 403.9302, Florida Statutes, were enacted requiring local governments to perform a 20-year needs analysis of certain wastewater and stormwater services or systems. Subject special districts are required to complete this analysis by June 30, 2022, and every five years thereafter. This memorandum answers basic questions regarding these new statutory provisions and requests that District Managers seek authorization for staff to solicit proposals to complete the required study as appropriate. We expect the services necessary to complete the required analysis to be exempt from competitive solicitation requirements as a planning or study activity below the statutory threshold of $35,000. §§ 287.055, 287.017, Fla. Stat. Thus, as deemed appropriate and in the best interests of the subject district, districts may elect to utilize the services of existing engineering or other professionals currently under contract or may seek additional proposals for completion of the required needs analysis.

Which special districts are required to complete a needs analysis under section 403.9301 and 403.9302, Florida Statutes?
Special districts providing “wastewater services” or a “stormwater management program or stormwater management system” must complete a needs analysis. 1

What constitutes “wastewater services”?
Wastewater services means providing service to pipelines or conduits, pumping stations, and force mains and associated facilities used for collecting or conducting wastes to an ultimate point for treatment or disposal or to a plant or other works used for the purpose of treating, stabilizing, or holding wastewater principally from dwellings, business buildings, institutions, and sanitary wastewater or sewage treatment plants.

1 Counties, municipalities, and special districts located in a “rural area of opportunity” may be exempt from the requirements of sections 403.9301 and 403.9302, Florida Statutes, if compliance would create an undue economic hardship. This includes:
Northwest Rural Area of Opportunity: Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Liberty, Wakulla, and Washington counties, and the area within the city limits of Freeport and Walton County north of the Choctawhatchee Bay and intercoastal waterway.
South Central Rural Area of Opportunity: DeSoto, Glades, Hardee, Hendry, Highlands, and Okeechobee counties, and the cities of Pahokee, Belle Glade, and South Bay (Palm Beach County), and Immokalee (Collier County).
North Central Rural Area of Opportunity: Baker, Bradford, Columbia, Dixie, Gilchrist, Hamilton, Jefferson, Lafayette, Levy, Madison, Putnam, Suwannee, Taylor, and Union counties.

Post Office Box 6526   Tallahassee, Florida 32314    119 South Monroe Street, Suite 300 (32301)    850.222.7500    850.224.8551 fax    www.hgslaw.com

Page 2 of 2
Wastewater and Stormwater Needs Analysis

What constitutes “stormwater management program or stormwater management system”? “Stormwater management program” means an institutional strategy for stormwater management, including urban, agricultural, and other stormwater. “Stormwater Management System” means a system which is designed and constructed or implemented to control discharges which are necessitated by rainfall events, incorporating methods to collect, convey, store, absorb, inhibit, treat, use, or reuse water to prevent or reduce flooding, overdrainage, environmental degradation and water pollution or otherwise affect the quantity and quality of discharges from the system.

What must the needs analysis for these services or systems include?
A detailed description of associated facilities;
The number of current and projected residents served calculated in 5-year increments;
The current and projected service area;
The current and projected cost of providing services calculated in 5-year increments;
The estimated remaining useful life of each facility or its major components;
The most recent 5-year history of annual contributions to, expenditures from, and balances of any capital account for maintenance or expansion of any facility or its major components;
The district’s plan to fund the maintenance or expansion of any facility or its major components. The plan must include historical and estimated future revenues and expenditures with an evaluation of how the district expects to close any projected funding gap.
The Office of Economic and Demographic Research has templates and other resources and guidance under development on its website to assist in completion of this required anslysis.

When must the needs analysis required be complete?
The 20-year needs analysis must be completed by June 30, 2022.

What happens to the needs analysis once it is complete?
The complete needs analysis and associated methodology and supporting data must be submitted to the county within which the largest portion of the subject district facilities are located. Each county must them compile all analyses submitted to it (from special districts, municipalities, and the county itself) into a single document that must be filed with the Department of Environmental Protection and Office of Economic and Demographic Research by July 31, 2022 and every five years thereafter. The Office of Economic and Demographic research is required to evaluate the compiled documents for purposes of developing a statewide analysis that will include an analysis of the expenditures necessary to repair, replace, and expand water-related infrastructure.

MEMORANDUM

To:     District Manager

From: Hopping Green & Sams P.A. RE: Prompt Payment Policies
As you may know, during the 2021 legislative session Part VII of Chapter 218, Florida Statutes (the “Local Government Prompt Payment Act”) was amended. This includes an increase from 1 percent to 2 percent as the floor interest rate on late payments for construction services and the addition of certain contractor rights in the event a local government entity fails to timely commence dispute resolution procedures in the event of an improper payment request or invoice. See §§ 218.735(9); 218.76(2)(b), Fla. Stat. As provided in Florida Chapter Laws 2021-124, these changes apply to contracts executed on or after July 1, 2021.

Accordingly, we advise that districts adopt new or updated Prompt Payment Policies and Procedures as attached hereto to reflect these changes. For districts that have previously adopted Prompt Payment Policies and Procedures prepared by Hopping, Green & Sams, this consists of the following changes as reflected in track-change format:

Resolution of Disputes
* * *
Dispute Resolution Procedures

If an Improper Payment Request or Improper Invoice is submitted, and the Provider refuses or fails to submit a revised payment request or invoice as contemplated by the PPA and these Policies and Procedures, the Provider shall, not later than thirty
(30) days after the date on which the last payment request or invoice was Date Stamped, submit a written statement via certified mail to the Agent, copying the District Manager, specifying the basis upon which the Provider contends the last submitted payment request or invoice was proper.

Within forty-five (45) days of receipt by the Agent and District Manager of the disputed, last-submitted payment request or invoice, the Agent and/or District Manager shall commence investigation of the dispute and render a final decision on the matter no later than sixty (60) days after the date on which the last-submitted payment request or invoice is Date Stamped.

With regard to contracts executed on or after July 1, 2021, if the District does not commence the dispute resolution procedure within the time provided herein, a Provider may give written notice via certified mail to the Agent, copying the District Manager, of the District’s failure to timely commence its dispute resolution procedure. If the District fails to commence the dispute resolution procedure within

Post Office Box 6526    Tallahassee, Florida 32314    119 South Monroe Street, Suite 300 (32301)    850.222.7500  850.224.8551 fax    www.hgslaw.com

Page 2 of 3
Prompt Payment Policies
four (4) business days after receipt of such notice, any amounts resolved in the Provider’s favor shall bear mandatory interest, as set forth in section 218.735(9), Florida Statutes, from the date on which the payment request or invoice containing the disputed amounts was Date Stamped. If the dispute resolution procedure is not commenced within four (4) business days after receipt of the notice, the objection to the payment request or invoice shall be deemed waived. The waiver of an objection pursuant to this paragraph does not relieve a Provider of its contractual obligations.

34. Absent a written agreement to the contrary, if the Provider refuses or fails to provide the written statement required above, the Agent and/or District Manager is not required to contact the Provider in the investigation. In addition, and absent a written agreement to the contrary, if such written statement is not provided, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third party purchases from amounts owed to the Provider.

45.    The Board shall approve any decision of the District Manager to contract with a third party which would result in: 1) an expenditure above what is budgeted for the Construction Services or Non-Construction Services; or 2) an expenditure which exceeds the original contract amount for the Construction Services or Non- Construction Services by more than ten percent (10%) or Ten Thousand Dollars ($10,000).

56. A written explanation of the final decision shall be sent to the Provider, via certified mail, within five (5) business days from the date on which such final decision is made. A copy of the written explanation of the final decision shall be provided to the Chairperson of the Board simultaneously with the certified mailing to the Provider.

67. If a Provider does not accept in writing the final decision within five (5) days after receipt by the Provider, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third party purchases from amounts owed to the Provider. If the costs of the third party purchases exceed the amount the District owes to the Provider, the District may seek to recover such excess from the Provider in a court of law or as otherwise provided in an agreement between the District and the Provider. Nothing contained herein shall limit or affect the District’s ability to enforce all of its legal and contractual rights and remedies against the Provider.

X.	Late Payment Interest Charges	
* * *			
	B.	Related to Construction Services	

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Prompt Payment Policies
All payments for Construction Services that are not made within the time periods specified within the applicable statute, shall bear interest from thirty (30) days after the due date, at the rate of one percent (1%) per month for contracts executed on or before June 30, 2021, and at the rate of two percent (2%) per month for contracts executed on or after July 1, 2021, or the rate specified by agreement, whichever is greater. §218.735(9), Fla. Stat. The Provider must submit a Proper Payment Request to the District for any interest accrued in order to receive the interest payment. An overdue period of less than one (1) month is considered as one (1) month in computing interest. (§218.74(4), Fla. Stat.).

Unpaid interest is compounded monthly. The term one (1) month means a period beginning on any day of a month and ending on the same day of the following month.

RESOLUTION 2021- 	

 	

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE
COMMUNITY DEVELOPMENT DISTRICT ADOPTING PROMPT PAYMENT POLICIES
AND	PROCEDURES	PURSUANT	TO	CHAPTER	218,	FLORIDA	STATUTES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

 	

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

WHEREAS, Chapter 218, Florida Statutes, requires timely payment to vendors and contractors providing certain goods and/or services to the District; and

WHEREAS, the Board of Supervisors of the District (“Board”) accordingly finds that it is in the best interest of the District to establish by resolution Prompt Payment Policies and Procedures as may be amended or updated from time to time for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE

COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.   The Prompt Payment Policies and Procedures attached hereto as Exhibit A are hereby adopted pursuant to this Resolution as necessary for the conduct of District business. The Prompt Payment Policies and Procedures shall remain in full force and effect until such time as the Board may amend or replace them; provided, however, that as the provisions of Chapter 218, Florida Statutes, are amended from time to time, the attached Prompt Payment Policies and Procedures shall automatically be amended to incorporate the new requirements of law without any further action by the Board. The Prompt Payment Policies and Procedures hereby adopted supplant and replace any previously adopted Prompt Payment Policies and Procedures.

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

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

PASSED AND ADOPTED this	day of	, 2021.

ATTEST:
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A:	Prompt Payment Policies and Procedures

EXHIBIT A

COMMUNITY DEVELOPMENT DISTRICT

Prompt Payment Policies and Procedures
In Accordance with the Local Government Prompt Payment Act Chapter 218, Part VII, Florida Statutes

 	, 2021

Community Development District Prompt Payment Policies and Procedures

Table of Contents
Purpose	1
Scope	1
Definitions	1
Agent	1
Construction Services	1
Contractor or Provider of Construction Services	1
Date Stamped	1
Improper Invoice	2
Improper Payment Request	2
Non-Construction Goods and Services	2
Proper Invoice	2
Proper Payment Request	2
Provider	2
Purchase	2
Vendor	2
Proper Invoice/Payment Request Requirements	3
General	3
Sales Tax	3
Federal Identification and Social Security Numbers	3
Proper Invoice for Non-Construction Goods and Services	3
Proper Payment Request Requirements for Construction Services	4
Submission of Invoices and Payment Requests	4
Calculation of Payment Due Date	5
Non-Construction Goods and Services Invoices	5
Payment Requests for Construction Services	6
Resolution of Disputes	7
Dispute Between the District and a Provider	7
Dispute Resolution Procedures	7
Purchases Involving Federal Funds or Bond Funds	8
Requirements for Construction Services Contracts – Project Completion; Retainage	8
Late Payment Interest Charges	9
Related to Non-Construction Goods and Services	9
Related to Construction Services	9
Report of Interest	9

Purpose
In accordance with the Local Government Prompt Payment Act (Chapter 218, Part VII,

Florida Statutes) (“PPA”), the purpose of the	Community
Development District (“District”) Prompt Payment Policies and Procedures (“Policies & Procedures”) is to provide a specific policy to ensure timely payment to Vendors and Contractors (both hereinafter defined) providing goods and/or services to the District and ensure the timely receipt by the District of goods and/or services contemplated at the time of contracting. Please note that the PPA, like any statute or law, may be amended from time to time by legislative action. These Policies & Procedures are based on the statutory requirements as of the date identified on the cover page of this document. By this reference, as applicable statutory provisions subsequently change, these Policies & Procedures shall automatically be amended to incorporate the new requirements of law. These Policies & Procedures are adopted by the District to provide guidance in contracting matters. Failure by the District to comply with these Policies & Procedures shall not expand the rights or remedies of any Provider (hereinafter defined) against the District under the PPA. Nothing contained herein shall be interpreted as more restrictive on the District than what is provided for in the PPA.

Scope
These Policies & Procedures apply to all operations of the District, including Construction Services and Non-Construction Goods and Services, as applicable.

Definitions

Agent
The District-contracted architect, District-contracted engineer, District Manager, or other person, acting on behalf of the District, which is required by law or contract to review invoices or payment requests from Providers (hereinafter defined). Such individuals/entities must be identified in accordance with §218.735 (1), Fla. Stat., and further identified in the relevant agreement between the District and the Provider.

Construction Services
All labor, services, and materials provided in connection with the construction, alteration, repair, demolition, reconstruction, or other improvement to real property that require a license under parts I and II of Chapter 489, Fla. Stat.

Contractor or Provider of Construction Services
The entity or individual that provides Construction Services through direct contract with the District.

Date Stamped
Each original and revised invoice or payment request received by the District shall be marked electronically or manually, by use of a date stamp or other method,

which date marking clearly indicates the date such invoice or payment request is first delivered to the District through its Agent. In the event that the Agent receives an invoice or payment request, but fails to timely or physically mark on the document the date received, “Date Stamped” shall mean the date of actual receipt by the Agent.

Improper Invoice
An invoice that does not conform to the requirements of a Proper Invoice.

Improper Payment Request
A request for payment for Construction Services that does not conform to the requirements of a Proper Payment Request.

Non-Construction Goods and Services
All labor, services, goods and materials provided in connection with anything other than construction, alteration, repair, demolition, reconstruction, or other improvements to real property.

Proper Invoice
An invoice that conforms to all statutory requirements, all requirements of these Policies and Procedures not expressly waived by the District and any additional requirements included in the agreement for goods and/or services for which the invoice is submitted not expressly waived by the District.

Proper Payment Request
A request for payment for Construction Services which conforms to all statutory requirements, all requirements of these Policies & Procedures not expressly waived by the District and any additional requirements included in the Construction Services agreement for which the Payment Request is submitted not expressly waived by the District.

Provider
Includes any Vendor, Contractor or Provider of Construction Services, as defined herein.

Purchase
The purchase of goods, materials, services, or Construction Services; the purchase or lease of personal property; or the lease of real property by the District.

Vendor
Any person or entity that sells goods or services, sells or leases personal property, or leases real property directly to the District, not including Construction Services.

Proper Invoice/Payment Request Requirements

General
Prior to Provider receiving payment from the District, Non-Construction Goods and Services and Construction Services, as applicable, shall be received and performed in accordance with contractual or other specifications or requirements to the satisfaction of the District. Provision or delivery of Non-Construction Goods and Services to the District does not constitute acceptance for the purpose of payment. Final acceptance and authorization of payment shall be made only after delivery and inspection by the Agent and the Agent’s confirmation that the Non- Construction Goods and Services or Construction Services meet contract specifications and conditions. Should the Non-Construction Goods and Services or Construction Services differ in any respect from the specifications, payment may be withheld until such time as the Provider takes necessary corrective action. Certain limited exceptions which require payment in advance are permitted when authorized by the District Board of Supervisors (“Board”) or when provided for in the applicable agreement.

Sales Tax
Providers should not include sales tax on any invoice or payment request. The District’s current tax-exempt number is	. A copy of the tax- exempt form will be supplied to Providers upon request.

Federal Identification and Social Security Numbers
Providers are paid using either a Federal Identification Number or Social Security Number. To receive payment, Providers should supply the District with the correct number as well as a proper Internal Revenue Service W-9 Form. The District Manager shall treat information provided in accordance with Florida law.

Providers should notify the District Manager when changes in data occur (telephone	, email	.

Proper Invoice for Non-Construction Goods and Services
All Non-Construction Goods and Services invoiced must be supplied or performed in accordance with the applicable purchase order (including any bid/proposal provided, if applicable) or agreement and such Non-Construction Goods and Services quantity and quality must be equal to or better than what is required by such terms. Unless otherwise specified in the applicable agreement, invoices should contain all of the following minimum information in order to be considered a Proper Invoice:

Name of Vendor
Remittance address
Invoice Date

Invoice number
The “Bill To” party must be the District or the Board, or other entity approved
in writing by the Board of the District Manager
Project name (if applicable)
In addition to the information required in Section IV.D.1-6 above, invoices involving the purchase of goods should also contain:
A complete item description
Quantity purchased
Unit price(s)
Total price (for each item)
Total amount of invoice (all items)
The location and date(s) of delivery of the goods to the District
In addition to the information required in Section IV.D.1-6 above, invoices involving the purchase of services should also contain:
Itemized description of services performed
The location and date of delivery of the services to the District
Billing method for services performed (i.e., approved hourly rates, percentage of completion, cost plus fixed fee, direct/actual costs, etc.)
Itemization of other direct, reimbursable costs (including description and amount)
Copies of invoices for other direct, reimbursable costs (other than incidental costs such as copying) and one (1) of the following:
Copy of both sides of a cancelled check evidencing payment for costs submitted for reimbursement
Paid receipt
Waiver/lien release from subcontractor (if applicable)
Any applicable discounts
Any other information or documentation, which may be required or specified under the terms of the purchase order or agreement

Proper Payment Request Requirements for Construction Services
Payment Requests must conform to all requirements of Section IV, A-D above, unless otherwise specified in the terms of the applicable agreement or purchase order between the District and the Provider.

Submission of Invoices and Payment Requests
The Provider shall submit all Invoices and Payment Requests for both Construction Services and Non-Construction Goods and Services to the District’s Agent as provided in the purchase order or agreement, as applicable, and to the District Manager as follows:

Submit the invoice and/or payment request, with required additional material and in conformance with these Policies and Procedures, by mail, by hand delivery, or via email (Note: email is the preferred method for receipt of Non-Construction Goods and Services invoices).

Mailing and Drop Off Address

 	 Com	

munity Development District

Email Address

Calculation of Payment Due Date

Non-Construction Goods and Services Invoices

Receipt of Proper Invoice
Payment is due from the District forty-five (45) days from the date on which a Proper Invoice is Date Stamped.

Receipt of Improper Invoice
If an Improper Invoice is received, a required invoice is not received, or invoicing of a request for payment is not required, the time when payment is due from the District is forty-five (45) days from the latest date of the following:
On which delivery of personal property is fully accepted by the District;
On which services are completed and accepted by the District;
On which the contracted rental period begins (if applicable); or
On which the District and the Vendor agree in a written agreement that provides payment due dates.

Rejection of an Improper Invoice
The District may reject an Improper Invoice. Within ten (10) days of receipt of the Improper Invoice by the District, the Vendor must be notified that the invoice is improper and be given an opportunity to correct the deficient or missing information, remedy the faulty work, replace the defective goods, or take other necessary, remedial action.

The District’s rejection of an Improper Invoice must:
Be provided in writing;
Specify any and all known deficiencies; and
State actions necessary to correct the Improper Invoice.

If the Vendor submits a corrected invoice, which corrects the deficiencies specified in the District’s written rejection, the District must pay the corrected invoice within the later of: (a) ten (10) business days after date

the corrected invoice is Date Stamped; or (b) forty-five (45) days after the date the Improper Invoice was Date Stamped.

If the Vendor submits an invoice in response to the District’s written rejection which fails to correct the deficiencies specified or continues to be an Improper Invoice, the District must reject that invoice as stated herein.

Payment of Undisputed Portion of Invoice
If the District disputes a portion of an invoice, the undisputed portion shall be paid in a timely manner and in accordance with the due dates for payment as specified in these Policies & Procedures.

Payment Requests for Construction Services

Receipt of Proper Payment Request
The time at which payment is due for Construction Services from the District is as follows:

If an Agent must approve the payment request before it is submitted to the District Manager, payment (whether full or partial) is due twenty-five (25) business days after the payment request is Date Stamped. The Provider may send the District an overdue notice. If the payment request is not rejected within four
(4) business days after Date Stamp of the overdue notice, the payment request shall be deemed accepted, except for any portion of the payment request that is fraudulent, misleading or is the subject of dispute.

The agreement between the District and the Provider shall identify the Agent to which the Provider shall submit its payment request, or shall be provided by the District through a separate written notice no later than ten (10) days after contract award or notice to proceed, whichever is later. Provider’s submission of a payment request to the Agent shall be Date Stamped, which shall commence the time periods for payment or rejection of a payment request or invoice as provided in this section.

If, pursuant to contract, an Agent is not required to approve the payment request submitted to the District, payment is due twenty
(20) business days after the payment request is Date Stamped unless such payment request includes fraudulent or misleading information or is the subject of dispute.

Receipt and Rejection of Improper Payment Request

If an Improper Payment Request is received, the District must reject the Improper Payment Request within twenty (20) business days after the date on which the payment request is Date Stamped.

The District’s rejection of the Improper Payment Request must:
Be provided in writing;
Specify any and all known deficiencies; and
State actions necessary to correct the Improper Invoice.

If a Provider submits a payment request which corrects the deficiency specified in the District’s written rejection, the District must pay or reject the corrected submission no later than ten (10) business days after the date the corrected payment request is Date Stamped.

Payment of Undisputed Portion of Payment Request
If the District disputes a portion of a payment request, the undisputed portion shall be paid in a timely manner and in accordance with the due dates for payment as specified in this section.

Resolution of Disputes

If a dispute arises between a Provider and the District concerning payment of an invoice or payment request, the dispute shall be resolved as set forth in §218.735, Fla. Stat., for Construction Services, and §218.76, Fla. Stat. for Non-Construction Goods and Services.

Dispute between the District and a Provider
If a dispute between the District and a Provider cannot be resolved following resubmission of a payment request by the Provider, the dispute must be resolved in accordance with the dispute resolution procedure prescribed in the construction contract, if any. In the absence of a prescribed procedure in the contract, the dispute must be resolved by the procedures specified below.

Dispute Resolution Procedures

If an Improper Payment Request or Improper Invoice is submitted, and the Provider refuses or fails to submit a revised payment request or invoice as contemplated by the PPA and these Policies and Procedures, the Provider shall, not later than thirty (30) days after the date on which the last payment request or invoice was Date Stamped, submit a written statement via certified mail to the Agent, copying the District Manager, specifying the basis upon which the Provider contends the last submitted payment request or invoice was proper.

Within forty-five (45) days of receipt by the Agent and District Manager of the disputed, last-submitted payment request or invoice, the Agent and/or District Manager shall commence investigation of the dispute and render a final decision on the matter no later than sixty (60) days after the date on which the last-submitted payment request or invoice is Date Stamped.

With regard to contracts executed on or after July 1, 2021, if the District does not commence the dispute resolution procedure within the time provided herein, a Provider may give written notice via certified mail to the Agent, copying the District Manager, of the District’s failure to timely commence its dispute resolution procedure. If the District fails to commence the dispute resolution procedure within 4 business days after receipt of such notice, any amounts resolved in the Provider’s favor shall bear mandatory interest, as set forth in section 218.735(9), Florida Statutes, from the date on which the payment request or invoice containing the disputed amounts was Date Stamped. If the dispute resolution procedure is not commenced within 4 business days after receipt of the notice, the objection to the payment request or invoice shall be deemed waived. The waiver of an objection pursuant to this paragraph does not relieve a Provider of its contractual obligations.

Absent a written agreement to the contrary, if the Provider refuses or fails to provide the written statement required above, the Agent and/or District Manager is not required to contact the Provider in the investigation. In addition, and absent a written agreement to the contrary, if such written statement is not provided, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third party purchases from amounts owed to the Provider.

The Board shall approve any decision of the District Manager to contract with a third party which would result in: 1) an expenditure above what is budgeted for the Construction Services or Non-Construction Services; or 2) an expenditure which exceeds the original contract amount for the Construction Services or Non-Construction Services by more than ten percent (10%) or Ten Thousand Dollars ($10,000).

A written explanation of the final decision shall be sent to the Provider, via certified mail, within five (5) business days from the date on which such final decision is made. A copy of the written explanation of the final decision shall be provided to the Chairperson of the Board simultaneously with the certified mailing to the Provider.

If a Provider does not accept in writing the final decision within five (5) days after receipt by the Provider, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third party purchases from amounts owed to the Provider. If the costs of the third party purchases exceed the amount the District owes to the Provider, the District may seek to recover such excess from the Provider in a court of law or as otherwise provided in an agreement between the District and the Provider. Nothing contained herein shall limit or affect the District’s ability to enforce all of its legal and contractual rights and remedies against the Provider.

Purchases Involving Federal Funds or Bond Funds

When the District intends to pay for a purchase with federal funds or bond funds, the District shall make such purchases only upon reasonable assurances that federal funds or bond funds sufficient to cover the cost will be received. When payment is contingent upon the receipt of bond funds, federal funds or federal approval, the public procurement documents and any agreement with a Provider shall clearly state such contingency. (§218.77, Fla. Stat.).

Requirements for Construction Services Contracts – Project Completion; Retainage

The District intends to follow the PPA requirements for construction project completion and retainage, including, but not limited to, §218.735 (7) and (8), Fla. Stat.

Late Payment Interest Charges

Failure on the part of the District to make timely payments may result in District responsibility for late payment interest charges. No agreement between the District and a Provider may prohibit the collection of late payment interest charges allowable under the PPA as mandatory interest. (§218.75, Fla. Stat.).

Related to Non-Construction Goods and Services
All payments due from the District, and not made within the time specified within this policy, will bear interest, from thirty (30) days after the due date, at the rate of one percent (1%) per month on the unpaid balance. The Vendor must submit a Proper Invoice to the District for any interest accrued in order to receive the interest payment. (§218.735(9), Fla. Stat.).

An overdue period of less than one (1) month is considered as one (1) month in computing interest. Unpaid interest is compounded monthly. The term one (1) month means a period beginning on any day of a month and ending on the same day of the following month.

Related to Construction Services
All payments for Construction Services that are not made within the time periods specified within the applicable statute, shall bear interest from thirty (30) days after the due date, at the rate of one percent (1%) per month for contracts executed on or before June 30, 2021, and at the rate of two percent (2%) per month for contracts executed on or after July 1, 2021, or the rate specified by agreement, whichever is greater. §218.735(9), Fla. Stat. The Provider must submit a Proper Payment Request to the District for any interest accrued in order to receive the interest payment. An overdue period of less than one (1) month is considered as one (1) month in computing interest. (§218.74 (4), Fla. Stat.).

Unpaid interest is compounded monthly. The term one (1) month means a period beginning on any day of a month and ending on the same day of the following month.

Report of Interest
If the total amount of interest paid during the preceding fiscal year exceeds $250, the District Manager is required to submit a report to the Board during December of each year, stating the number of interest payments made and the total amount of such payments. (§218.78, Fla. Stat.).

Tab 4

Pat Shea's Concrete, Inc	Proposal

Date	
11/24/2021	

236 Escanaba Ave
Panama City Beach, FL 32413

Name / Address	
Jim Martelli	

Project	
Lily Lane & Sandgrass	

Description	Total	

Sidewalk Repair

Labor - prep, pour & finish

Materials - concrete, wire	$800.00	800.00	

DOES NOT INCLUDE - EXCAVATION , PRETREAT, ANCHORING HARDWARE (BOLTS, STRAPS,POST BRACKETS, ETC..) FILL DIRT, FILLING SLAB TO GRADE, SITE PREPERATION, BLOCK OR BLOCK FILL UNLESS SPECIFIED ABOVE.	Total	
$800.00	

Tab 5

RETENTION AND FEE AGREEMENT

PARTIES

THIS RETENTION AND FEE AGREEMENT (“Agreement”) is made and entered into by and between the following parties:

NatureWalk Community Development District (“Client”) c/o Rizzetta and Company
3434 Colwell Avenue, Suite 200
Tampa, Florida 33614 and
Kutak Rock LLP (“Kutak Rock”)
P.O. Box 10230 Tallahassee, Florida 32302

SCOPE OF SERVICES

In consideration of the mutual undertakings and agreements contained herein, the parties agree as follows:

The Client agrees to employ and retain Kutak Rock as its attorney and legal representative for general advice, counseling and representation of Client and its Board of Supervisors.

Kutak Rock accepts such employment and agrees to serve as attorney for and provide legal representation to the Client in connection with those matters referenced above. No other legal representation is contemplated by this Agreement. Any additional legal services to be provided under the terms of this Agreement shall be agreed to by Client and Kutak Rock in writing. Unless set forth in a separate agreement to which Client consents in writing, Kutak Rock does not represent individual members of the Client’s Board of Supervisors.

CLIENT FILES

The files and work product materials (“Client File”) of the Client generated or received by Kutak Rock will be maintained confidentially to the extent permitted by law and in accordance with the Florida Bar rules. At the conclusion of the representation, the Client File will be stored by Kutak Rock for a minimum of five (5) years. After the five (5) year storage period, the Client hereby acknowledges and consents that Kutak Rock may confidentially destroy or shred the Client File. Notwithstanding the prior sentence, if the Client provides Kutak Rock with a written request for the return of the Client File before the end of the five (5) year storage period, then Kutak Rock will return the Client File to Client at Client’s expense.

FEES

The Client agrees to compensate Kutak Rock for services rendered in connection with any matters covered by this Agreement on an hourly rate basis plus actual expenses incurred by Kutak Rock in accordance with the attached Expense Reimbursement Policy (Attachment A, incorporated herein by reference). Time will be billed in increments of one-tenth (1/10) of an hour. Certain work related to issuance of bonds and bond anticipation notes may be performed under a flat fee to be separately established prior to or at the time of bond or note issuance.

Attorneys and staff, if applicable, who perform work for Client will be billed at their regular hourly rates, as may be adjusted from time to time. The regular hourly rates of those initially expected to handle the bulk of Client’s work are as follows:

Joseph A. Brown	$350	
Associates	$250-275	
Paralegals	$145	

Kutak Rock’s regular hourly billing rates are reevaluated annually and are subject to change not more than once in a calendar year. Client agrees to Kutak Rock’s annual rate increases to the extent hourly rates are not increased beyond $15/hour.

To the extent practicable and consistent with the requirements of sound legal representation, Kutak Rock will attempt to reduce Client’s bills by assigning each task to the person best able to perform it at the lowest rate, so long as he or she has the requisite knowledge and experience.

Upon consent of Client, Kutak Rock may subcontract for legal services in the event that Client requires legal services for which Kutak Rock does not have adequate capabilities.

Kutak Rock will include costs and expenses (including interest charges on past due statements) on its billing statements for Client reimbursement in accordance with the attached Expense Reimbursement Policy.

BILLING AND PAYMENT

The Client agrees to pay Kutak Rock’s monthly billings for fees and expenses incurred within thirty (30) days following receipt of an invoice, or the time permitted by Florida law, whichever is greater. Kutak Rock shall not be obligated to perform further legal services under this Agreement if any such billing statement remains unpaid longer than thirty (30) days after submittal to and receipt by Client. Non-payment of billing statements shall be a basis for Kutak Rock to immediately withdraw from the representation without regard to remaining actions necessitating attention by Kutak Rock as part of the representation.

DEFAULT; VENUE

In any legal proceeding to collect outstanding balances due under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to costs and outstanding balances due under this Agreement. Venue of any such action shall be exclusive in the state courts of the Second Judicial Circuit in and for Leon County, Florida.

CONFLICTS

It is important to disclose that Kutak Rock represents a number of special districts, trustees (“Trustees”), bondholders, developers, builders, and other entities throughout Florida and the United States of America relating to community development districts, special districts, local governments and land development. Kutak Rock or its attorneys may also have represented the entity which petitioned for the formation of the Client. Kutak Rock understands that Client may enter into an agreement with a Trustee in connection with the issuance of bonds, and that Client may request that Kutak Rock simultaneously represent Client in connection with the issuance of bonds, while Kutak Rock is also representing such Trustee on unrelated matters. By accepting this Agreement Client agrees that (1) Client was provided with an explanation of the implications of the common representation(s) and the advantages and risks involved; (2) Kutak Rock will be able to provide competent and diligent representation of Client, regardless of Kutak Rock’s other representations, and (3) there is not a substantial risk that Kutak Rock’s representation of Client would be materially limited by Kutak Rock’s responsibilities to another client, a former client or a third person or by a personal interest. Acceptance of this Agreement will constitute Client’s waiver of any “conflict” with Kutak Rock’s representation of various special districts, Trustees, bondholders, developers, builders, and other entities relating to community development districts, special districts, local governments and land development.

ACKNOWLEDGMENT

Client acknowledges that the Kutak Rock cannot make any promises to Client as to the outcome of any legal dispute or guarantee that Client will prevail in any legal dispute.

TERMINATION

Either party may terminate this Agreement upon providing prior written notice to the other party at its regular place of business. All fees due and payable in accordance with this Agreement shall accrue and become payable pursuant to the terms of this Agreement through the date of termination.

EXECUTION OF AGREEMENT

This Agreement shall be deemed fully executed upon its signing by Kutak Rock and the Client. The contract formed between Kutak Rock and the Client shall be the operational contract between the parties.

ENTIRE CONTRACT

This Agreement constitutes the entire agreement between the parties.

Accepted and Agreed to:

NATUREWALK COMMUNITY DEVELOPMENT DISTRICT

By: 	

KUTAK ROCK LLP

By:_Joseph A. Brown

Its:	 Date: 	

Its: Transition Partner Date: November 23,2021

ATTACHMENT A

KUTAK ROCK LLP
CDD EXPENSE REIMBURSEMENT POLICY

The following is Kutak Rock’s expense reimbursement policy for community development district representation. This policy applies unless a different arrangement has been negotiated based on the unique circumstances of a particular client or matter.

All expenses are billed monthly. Billings ordinarily reflect expenses for the most recent month, except where there are delays in receiving bills from third party vendors.

Photocopying and Printing. In-house photocopying and printing are charged at $0.25 per page (black & white) and $0.50 per page (color). Outside copying is billed as a pass-through of the outside vendor's charges.

Postage. Postage is billed at actual cost.

Overnight Delivery. Overnight delivery is billed at actual cost.

Local Messenger Service. Local messenger service is billed at 44.5 cents per mile pursuant to Section 112.061, Florida Statutes. Should the State increase the mileage allowance specified in Section 112.061, Florida Statutes, Kutak Rock shall, without further action, be entitled to reimbursement at the increased rate.

Computerized Legal Research. Charges for computerized legal research are billed at an amount approximating actual cost.

Travel. Travel (including air fare, rental cars, taxicabs, hotel, meals, tips, etc.) is billed at actual cost. Where air travel is required, coach class is used wherever feasible. Out-of-town mileage is billed at 44.5 cents per mile pursuant to Section 112.061, Florida Statutes. Should the State increase the mileage allowance specified in Section 112.061, Florida Statutes, Kutak Rock shall, without further action, be entitled to reimbursement at the increased rate. Reasonable travel- related expenses for meals, lodging, gratuities, taxi fares, tolls, and parking fees shall also be reimbursed.

Consultants. Unless prior arrangements are made, consultants are ordinarily employed directly by the client. Where consulting or testifying experts are employed by the firm, their charges are passed through with no mark-up. The client is responsible for notifying the firm of any particular billing arrangements or procedures which the client requires of the consulting or testifying experts.

Other Expenses. Other outside expenses, such as court reporters, agency copies, conference calls, etc. are billed at actual cost.

Tab 6

 	

Egis Insurance & Risk Advisors
Is pleased to provide a Proposal of Insurance Coverage for:
Workers Compensation
NatureWalk Community Development District

Please review the proposed insurance coverage terms and conditions carefully. Written request to bind must be received prior to the effective date of coverage.

The brief description of coverage contained in this document is being provided as an accommodation only and is not intended to cover or describe all Coverage Agreement terms. For more complete and detailed information relating to the scope and limits of coverage, please refer directly to the Coverage Agreement documents. Specimen forms are available upon request.

Quotation being provided for:

NatureWalk Community Development District Sandgrass Blvd.
Panama City Beach, FL 32407

Term: October 11, 2021 to October 1, 2022 Coverage Provided by: Florida Insurance Alliance Quote Number: WC100121229

TYPE OF INSURANCE

Benefits: FL Statutory (Medical, Disability, Death)

•

Workers Compensation

Part A

Part B	Employers Liability:
$1,000,000- Each Accident
$1,000,000- Disease- Policy Limit
$1,000,000- Disease- Each Employee	

Class Code	Description	Payroll	Rate	Premium	
9015	Building or Property Management - All Other	$1,800	3.81	$68.58	
	Employees				
Total Manual Premium			$68.58	
Increased ELL 1M/1M/1M			 	$120.00	
			$188.58	
Workplace Safety Credit – 2%			$0.00	
Drug Free Workplace Credit – 5%			$0.00	
Experience Modification			 	1.000000	
Standard Premium			$188.58	
Expense Constant			$160.00	
Terrorism			$0.18	
Policy Total			$729.75	

Additional terms and conditions, including but not limited to:
Please review the quote carefully, as coverage terms and conditions may not encompass all requested coverages.
The Coverage Agreement premium shall be pro-rated as of the first day of coverage from the minimum policy premium.
Down payment is due at inception.
The Trust requires that the Member maintains valid and current certificates of workers' compensation insurance on all work performed by persons other than its employees.
If NCCI re-promulgates a mod, we will honor the mod as promulgated. If the mod changes during the fund year, we reserve the right to apply a correct mod back to the inception date of the Coverage Agreement.
Safety and Drug Free program credits (if applicable) are subject to program requirements.
Payrolls are subject to final audit.
Deletion of any coverage presented, Package and/or Workers' Compensation, will result in re-pricing of account.

Tab 7

Gulf Coast Electric	Panama City Electric

Date	Proposal #	
10/13/2021	39702	

8 Commerce Drive	1523 Lisenby Avenue
Destin, FL 32541	Panama City, FL 32405
Ph: 850-837-8474	Ph: 850-837-8475
FL LIC: #13009649	FL LIC: #13009954
www.GCEDestin.com	www.PanamaCityElectric.com
Proposal-Acceptance-Contract

Nature Walk CDD
c/o Rizzetta & Company 3434 Colwell Ave., Suite 200
Tampa, FL 33614
Customer Phone:	850-629-0153 Customer E-mail:	komera@rizzetta.com

Billing Name/Address

Nature Walk CDD
395 & Sandgrass Blvd.
Santa Rosa Beach, FL 32459

Service Name/Address

Estimator	Project Director/Supervisor	Date of Plans or Plan Number	Project Name	
BW	Kim	10/13/2021	street lights	
WE SUBMIT SPECIFICATIONS AND ESTIMATE FOR	
Complete furnishing of all necessary materials and labor to Retrofit 15 - Post top street lights to LED at Nature Walk CDD, Santa Rosa Beach, FL.

*** This is a ballpark not to exceed proposal for budgeting purposes ***
Work will be performed at our standard rate of a one time service call fee of $89, $89 per hour, plus materials.	
April 2, 2021 - DUE TO EXTREMELY HIGH VOLITILITY IN THE MATERIALS INDUSTRIES, THE PRICING ON THIS PROPOSAL IS ONLY VALID FOR 7 DAYS FROM THE
DATE OF THE PROPOSAL. GULF COAST ELECTRIC RESERVES THE RIGHT TO WITHDRAW THIS PROPOSAL AT ANY TIME.	
WE PROPOSE HEREBY TO FURNISH MATERIAL AND LABOR - COMPLETE IN ACCORDANCE WITH ABOVE SPECIFICATIONS, FOR THE SUM OF	
PAYMENT TO BE MADE AS FOLLOWS:	100% upon completion	
This proposal does not include sheet rock repairs, unknown code-compliance violations, and power company charges unless otherwise stated.		Total	$2,992.00	
All material is guaranteed to be as specified. All work shall be completed in a workmanlike manner according to standard practices. Any deviation from above specifications involving extra costs will be executed upon written and verbal orders, and will become an extra charge over and above the amount set forth above. We shall not be responsible for delays caused by strikes, accidents, or other contingencies beyond our control.
Owner to carry fire, tornado, and other necessary insurance. Our workers are fully covered by workman's compensation insurance. I have the authority to order the above work and do so order as outlined above. It is agreed that the Seller will retain title to any equipment or material furnished until final and complete payment is made and if settlement is not made as agreed, the Seller shall have the right to remove same and the Seller will be held harmless for any damages resulting from the removal thereof.			
	AUTHORIZED SIGNATURE: THE EMERALD GROUP OF FLORIDA, INCORPORATED DBA/GULF COAST ELECTRIC BY IT'S PRESIDENT, VICE PRESIDENT, OR OTHER AUTHORIZED REPRESENTATIVE.	
	NOTE: THIS PROPOSAL MAY BE WITHDRAWN BY US IF NOT ACCEPTED WITHIN 7 DAYS.	
ACCEPTANCE OF PROPOSAL	
The above prices, specifications, terms, and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above. When signed by both parties, this proposal becomes a contract. In the event Gulf Coast Electric obtains the services of an attorney to enforce the terms of this contract, the undersigned agrees to pay all costs and expenses associated therewith including it's reasonable attorney fees and court costs. Amounts not paid when due shall garner interest at the rate of 18% per annum.	SIGNATURE	
	DATE OF ACCEPTANCE	

Tab 8

November 23, 2021

Kim O’Mera
LCAM/ District Manager

PROJECT: NatureWalk CCD Timber Bridges Santa Rosa Beach, Florida

PROPOSAL: We propose to furnish labor, material and equipment to complete the work described in this document.

SCOPE OF WORK: Remove and replace selective decking and railings of vehicular bridges and pedestrian walkways. Any deteriorated hardware on substructure to be identified and replaced. (This work TBD prior to commencement of work).

Item No.	Description	Price	

1	42’ W x 780’ L Vehicle and Pedestrian Bridge. Remove and replace selective decking. Inspection and selective removal and replacement of timber railings. All railing caps shall be removed and replaced. Repair “WearDeck” 4 days. Repair pedestrian decking 1 day. Repair hand railing 3 days. Apply clear sealer 2 days.	

$50,000.00	

2	33’ W x 123’ L Vehicle and Pedestrian Bridge. Remove and replace selective decking. Inspection and selective removal and replacement of timber railings. All railing caps shall be removed and replaced. Repair “WearDeck” 2 days. Repair pedestrian decking 1 day. Repair hand railing 1 day. Apply clear sealer 1 day.	

$25,000.00	

3	33’ W x 252’ L Vehicle and Pedestrian Bridge. Remove and replace selective decking. Inspection and selective removal and replacement of timber railings and superstructure. All railing caps shall be removed and replaced. Repair “WearDeck” 2 days. Repair pedestrian decking 1 day. Repair hand railing 1 day. Apply clear sealer 1 day.	

$25,000.00	

4	33’ W x 192’ L Vehicle and Pedestrian Bridge. Apply clear sealer to decking and railing 2 days.	
$8,000.00	
	Total	$108,000.00	

Included in Pedestrian Walkways:

Materials and installation of work as outlined below.
All decking and railing material to be PTSYP1.
Decking - 2" x 6" #1 PTSYP1 .15 ca-c.
Railings - 2” x 4” #1 PTSYP1 .15 ca-c.
Rail Cap - 2” x 6” #1 PTSYP1 .15 ca-c.
Structural hardware to be HDG2.
Deck Screws to be SS3.

Included in Vehicular Bridges:

Materials and installation of work as outlined below.
All decking material to be PTSYP1.
WearDeck - 2" x 8".
Structural hardware to be HDG2.
Deck Screws to be SS3.

General Exclusions:

Permits.
Bonding.
Surveying / Layout
Concrete Work.
Underground utility locations.
Sediment and Erosion control.
Turbidity Barriers.
Electrical or Plumbing work.
Painting / Staining.
Portable Toilet.

Notes:

Bid Proposal based on “Vehicular Bridges with Pedestrian Walkways Structural Assessment Report” by Atlas Engineering and Consulting dated January 28, 2021.
We are a Woman Owned Business (WBE).
Owner to provide reasonable access for equipment and materials.
Bonding can be provided for at 1.5%.
Pricing subject to change based on material market conditions at time of contract.

Thank you for the opportunity to provide this proposal.

Doug Lewis - Estimator Office: 850.997.8585
Email: estimating@naturebridges.com

J. D. James Inc. will not be responsible for the location of, damage to or moving of any Electronics, electric power, phone, water, cable, (or any other utility) or any other obstacles necessary to be moved or relocated in order to complete the assigned work. All underground damage is the responsibility of the General Contractor or Owner if any damage occurs in the path of an approved location.

*1 Pressure treated southern yellow pine.	*2 Hot dipped Galvanized.	*3 Stainless Steel.

NatureWalk CCD Timber Bridge

Mon	Tue	Wed	Thu	Fri	Sat
3	4
Repair pedestrian

Feb 2022 (Eastern Time - New York)
Sun
5	6

12	13

15	16
Repair pedestrian

17
Repair hand rail #2

18	19	20
Apply sealer #2

22	23
Repair pedestrian

24
Repair Hand rail #3

25
Apply sealer #3

26	27

2	3	4	5	6

Greenway Bridge, LLC	Proposal 1575
99 Crescent Road
Santa Rosa Beach, FL 32459 US (850) 366-8280
tim.2@mac.com
www.greenwaybridgeco.com

ADDRESS
Kim O'Mera Rizzetta & Company
120 Richard Jackson Blvd. Ste.220 Panama City Beach, Florida
32407

DATE 03/29/2021

TOTAL
$742,247.50

ACTIVITY	DATE	QTY	RATE	AMOUNT	
JOB
Naturewalk Bridge Repaire		1	0.00	0.00	
Bridge Repair
Bridge 1 pedestrian deck replacement		1,550	142.00	220,100.00	
Bridge Repair
Bridge 1 pedestrian hand rail replacement
replacing all rails and "k" bracing. Replacing posts on an as needed basis, and re-using wire infill panels.		1,590	46.50	73,935.00	
Bridge Repair
Bridge 1 vehicular wear deck replacement		18,600	13.50	251,100.00	
Bridge Repair
Bridge 2 pedestrian deck replacement		126	142.00	17,892.00	
Bridge Repair
Bridge 2 pedestrian hand rail replacement		126	46.50	5,859.00	
Bridge Repair
Bridge 2 vehicular wear deck replacement		3,024	13.50	40,824.00	
Bridge Repair
Bridge 3 vehicular wear deck replacement		6,120	13.50	82,620.00	

ACTIVITY	DATE	QTY	RATE	AMOUNT	
Bridge Repair
Bridge 3 pedestrian deck replacement		255	142.00	36,210.00	
Bridge Repair
Bridge 3 pedestrian hand rail replacement		255	46.50	11,857.50	
Bridge Repair
Bridge 1 hardware repair and		1	1,850.00	1,850.00	
replacement	

TOTAL	$742,247.50

THANK YOU.

Accepted By	Accepted Date

Tab 9

NATUREWALK CDD
REVISED - Parking Policy/Enforcement Update Recommendations

All vehicles must display a State-licensed identification, either temporary or permanent, to park on District Property

Building & construction materials, construction trash or refuse, are not permitted to be stored or staged on any NatureWalk Community Development District property, without prior approval of the NW CDD Board of Supervisors.

Trailers, attached or unattached, should be added as restricted from parking on District Property
Trades and Service trailers are allowed on District Streets, but not on paver parking spots or sidewalks and may not be unattached.
Owners will continue to be allowed to actively load/unload trailers on District Streets for up to 60 minutes, but are not allowed on paver parking spots or sidewalks

Vehicle Length restriction should be added as restricted from parking on District Property
A vehicle may not extend beyond 260” in total length, to park on District Property
Vehicles may not take more than one marked parking spot
Extended length vehicles are not allowed to park on any District Property

ATVs and Jet Skis should be added to the Recreational Vehicle Definition

Parking is not allowed on any District Sidewalk.
Recommend discussion or study on this point.
Phase 3 (Prairie Pass) contains parking that traverses the sidewalk. This needs to be addressed as an ‘exception area’ until the District can institute a plan to remove the sidewalks and rebuild the parking pads. This can be included as a ‘carve-out’ for Prairie Pass only.
Sidewalk parking prohibition needs to be included to address the issue in other Phases of the District.

Tab 10

A
Three-Way Stop
-Stop signs on Sandgrass Blvd.(2)
-Stop Bars on Sandgrass Blvd. (2)
-Stop Bar on Lily Lane (1)

B
Three-Way Stop
-Stop signs on Sandgrass Blvd.(2)
-Stop Bars on Sandgrass Blvd. (2)

C
Two–Way Stop
-Stop signs on Prairie Pass 2)
-Stop Bars on Prairie Pass (2)

D
Three-Way Stop
Stop Signs on Sandgrass Blvd. (2)
Stop Bars on Sandgrass Blvd. (2)
Stop Bar on Iris Trace (1)

E
Move Wooden Sign & Relocate Existing Remove newer stop sign installed on the right side of road last year. Replace with wooden stop sign on the left hand side. Use newer sign for other areas on map.

F
Cost ?
-What is the labor cost to remove a sign?
There is a stop sign here not needed currently. If not cost prohibited, may use for installation in other areas.

G

Speed Limit Signage for Phase 3 and Sandgrass

NatureWalk Community Development District
FY 2021/2022 Signage Placements

?

C

D
B
E

A

Tab 11

LANDSCAPE MAINTENANCE AGREEMENT BY AND BETWEEN NATUREWALK COMMUNITY DEVELOPMENT DISTRICT AND GREENEARTH SOUTHEAST, LLC.

THIS AGREEMENT (“Agreement”) is made and entered into this 1st day of January 2022, by and between:

NatureWalk Community Development District, a special-purpose unit of local government established and existing pursuant to Chapter 190, Florida Statutes, and the laws of the State of Florida, whose address is 120 Richard Jackson Blvd, Panama City Beach, Florida 32407 (“District”); and

GreenEarth Southeast, LLC., a Florida limited liability company, whose address is 15167 Highway 331 Business, Suite B, Freeport, Florida 32439 (“Contractor” and, together with the District, “Parties”).

RECITALS

WHEREAS, the District was established by ordinance of the Board of County Commissioners of Walton County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District desires to retain an independent contractor to provide landscape maintenance services for lands within the District as further identified in this Agreement; and

WHEREAS, Contractor represents that it is qualified to serve as a landscape maintenance contractor and has agreed to provide to the District those services as further described in Exhibit A, incorporated herein (“Landscape Maintenance Services”); and

WHEREAS, the District finds that entering into this Agreement with Contractor to provide landscape maintenance services is in the best interest of the District.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, it is agreed that the Contractor is hereby retained, authorized, and instructed by the District to perform in accordance with the following covenants and conditions, which both the District and the Contractor have agreed upon:

INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Agreement.

DESCRIPTION OF WORK AND SERVICES.

The District desires that the Contractor provide the Landscape Maintenance Services within presently accepted standards. Upon all parties executing this Agreement, the Contractor shall provide the District with the Landscape Maintenance Services as set forth in this Agreement.

While providing the Landscape Maintenance Services, the Contractor shall assign such staff as may be required, and such staff shall be responsible for coordinating, expediting, and controlling all aspects to assure completion of the services.

The Contractor shall provide the specific Landscape Maintenance Services as shown in Paragraph 3 of this Agreement.

SCOPE OF LANDSCAPE MAINTENANCE SERVICES. The duties, obligations, and responsibilities of the Contractor are those described in the Agreement attached hereto as Exhibit
A. Contractor shall solely be responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District.

MANNER OF CONTRACTOR’S PERFORMANCE. The Contractor agrees, as an independent contractor, to undertake work and/or perform or have performed such services as specified in this Agreement or any addendum executed by the Parties or in any authorized written work order by the District issued in connection with this Agreement and accepted by the Contractor. All work shall be performed in a neat and professional manner reasonably acceptable to the District and shall be in accordance with industry standards. The performance of all services by the Contractor under this Agreement and related to this Agreement shall conform to any written instructions issued by the District.

Should any work and/or services be required which are not specified in this Agreement or any addenda, but which are nevertheless necessary for the proper provision of services to the District, such work or services shall be fully performed by the Contractor as if described and delineated in this Agreement.

The Contractor agrees that the District shall not be liable for the payment of any work or services unless the District, through an authorized representative of the District, authorizes the Contractor, in writing, to perform such work.

The District shall designate in writing a person to act as the District’s representative with respect to the services to be performed under this Agreement. The District’s representative shall have complete authority to transmit instructions, receive information, interpret and define the District’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Contractor’s services.

The District hereby designates Kim O’Mera to act as its representative.

The Contractor agrees to meet with the District’s representative no less than one (1) time per month to walk the property to discuss

conditions, schedules, and items of concern regarding this Agreement.

In the event that time is lost due to heavy rains (“Rain Days”), the Contractor agrees to reschedule its employees and divide their time accordingly to complete all scheduled services during the time during the same week as any Rain Days. The Contractor shall provide services on Saturdays if needed to make up Rain Days, but shall not provide services on Sundays.

Contractor shall use all due care to protect the property of the 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.

Contractor shall be obligated to ensure that all trees, plants or other vegetation that are located near any roadways and being maintained in accordance with this Agreement comply with all local, State and Federal line-of-sight requirements.

COMPENSATION; TERM.

As compensation for services described in this Agreement, the District agrees to pay the Contractor Nine Thousand One Hundred Forty-Seven Dollars ($9,147.00) per month. The term of this agreement shall run from January 1, 2022 through December 31, 2024, unless terminated earlier in accordance with Section 13 below or renewed in accordance with Section 5(B), below.

This Agreement may be renewed by the District. If renewed, the annual price at each renewal may be subject to adjustment in order to reflect increases/decreases in labor, material, and other costs as determined by the
U.S. Bureau of Labor Statistic Consumer Price Index (CPI). Such renewals shall be contingent upon satisfactory performance evaluations by the District and subject to the availability of funds.

If the District should desire additional work or services, or to add additional lands to be maintained, 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 an addendum, addenda, or change order(s) to this Agreement. The Contractor shall be compensated for such agreed additional work or services based upon a payment amount acceptable to the Parties and agreed to in writing.

Additional services not included in the Scope of Services can be provided by the Contractor. However, no additional services shall be provided by the

Contractor unless done at the written direction of the District. Fees for such additional services shall be as provided for in the attached Price Quotation, or, if not identified, as negotiated between the District and the Contractor.

The District may require, as a condition precedent to making any payment to the Contractor, that all subcontractors, materialmen, 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, materialmen, 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, Worker’s Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

The Contractor shall maintain records conforming to usual accounting practices. Further, the Contractor agrees to render monthly invoices to the District, in writing, which shall be delivered or mailed to the District by the fifth (5th) day of the next succeeding month. These monthly invoices are due and payable within forty-five (45) days of receipt by the District. Each monthly invoice will include such supporting information as the District may reasonably require the Contractor to provide.

INSURANCE.

The Contractor or any subcontractor performing the work described in this Agreement shall maintain throughout the term of this Agreement the following insurance:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida.

Commercial General Liability Insurance covering the Contractor’s legal liability for bodily injuries, with limits of not less than
$1,000,000 combined single limit bodily injury and property damage liability, and covering at least the following hazards:

Independent Contractors Coverage for bodily injury and property damage in connection with subcontractors’ operation.

Employer’s Liability Coverage with limits of at least $1,000,000 (one million dollars) per accident or disease.

Automobile Liability Insurance for bodily injuries in limits of not less than $1,000,000 combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Contractor of any owned, non-owned, or hired automobiles, trailers, or other equipment required to be licensed.

The District, its staff, consultants, agents and supervisors shall be named as additional insureds and certificate holders. 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 termination within the policy periods of the insurance coverage, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, 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.

INDEMNIFICATION.

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.

Contractor agrees to indemnify and hold harmless the District and its officers, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or of any nature, arising out of, or in connection with, the work to be performed by Contractor. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on liability contained in Section 768.28, Florida Statutes, or other statute. Any subcontractor retained by the Contractor shall acknowledge in writing such subcontractor’s acceptance of the terms of this Section 7.

COMPLIANCE WITH GOVERNMENTAL REGULATION. 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 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 terms, 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, such termination to be effective immediately upon the giving of notice of termination.

LIENS AND CLAIMS. The Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Contractor shall keep the District’s property free from any materialmen’s or mechanic’s liens and claims or notices in respect to such liens and claims, which arise by reason of the Contractor’s performance under this Agreement, and the Contractor shall immediately discharge any such claim or lien. In the event that the Contractor does not pay or satisfy such claim or lien within three (3) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

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 damages, injunctive relief, and/or specific performance. The District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Nothing contained in this Agreement shall limit or impair the District’s right to protect its rights from interference by a third party to this Agreement.

CUSTOM AND USAGE. It is hereby agreed, any law, custom, or usage to the contrary notwithstanding, that the District shall have the right at all times to enforce the conditions and agreements contained in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the District in refraining from so doing; and further, that the failure of the District at any time or times to strictly enforce its rights under this Agreement shall not be construed as having created a custom in any way or manner contrary to the specific conditions and agreements of this Agreement, or as having in any way modified or waived the same.

SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement, except as expressly limited in this Agreement.

TERMINATION. The District agrees that the Contractor may terminate this Agreement with cause by providing thirty (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; and that the Contractor may terminate this Agreement for any reason by providing ninety (90) days written notice of termination to the District. The Contractor agrees that the District may terminate this Agreement immediately with cause by providing written notice of termination to the Contractor; however, that the Contractor shall be provided a reasonable opportunity to cure any failure under this Agreement. The District may terminate this Agreement without cause by providing thirty (30) days written notice of termination to the Contractor. Upon any termination of this Agreement, the Contractor shall be entitled to payment for all work and/or services rendered up until the effective termination of this Agreement, subject to whatever claims or off-sets the District may have against the Contractor.

PERMITS AND LICENSES. All permits and licenses required by any governmental agency directly for the District shall be obtained and paid for by the District. All other permits or licenses necessary for the Contractor to perform under this Agreement shall be obtained and paid for by the Contractor.

ASSIGNMENT. Neither the District nor the Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such written approval shall be void.

INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the Contractor, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Contractor, if there are any, in the performance of this Agreement. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Contractor shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

ENFORCEMENT OF AGREEMENT. In the event that either the District or the Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This instrument, together with its Exhibit, shall constitute the final and complete expression of this Agreement between the District and the Contractor relating to the subject matter of this Agreement.

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.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the 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 instrument.

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:	NatureWalk Community Development
District
c/o Rizzetta & Company 3434 Colwell Ave., Suite 200
Tampa, FL 33614 Attn: District Manager

With a copy to:	Kutak Rock LLP
Post Office Box 10230 Tallahassee, Florida 32302 Attn: District Counsel

If to the Contractor:	GreenEarth Southeast, LLC.
15167 Highway 331 Business, Suite B
Freeport, Florida 32439 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.

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 of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole

benefit of and shall be binding upon the District and the Contractor and their respective representatives, successors, and assigns.

CONTROLLING LAW; VENUE. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue for any dispute shall be in a court of appropriate jurisdiction in Walton County, Florida.

EFFECTIVE DATE. This Agreement shall be effective on January 1, 2022, and shall remain in effect until December 31, 2022, unless terminated by either of the District or the Contractor in accordance with the provisions of this Agreement.

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 applicable provisions of Florida law in handling such records, including, but not limited, to Section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is Kim O’Mera (“Public Records Custodian”). Among other requirements and to the extent applicable by law, Contractor shall 1) keep and maintain public records required by the District to perform the 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 contract term and following the contract term if Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 850-334-9055, KO’MERA@RIZZETTA.COM, 120 RICHARD JACKSON BOULEVARD, SUITE 220, PANAMA CITY, FLORIDA 32407.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Contractor as an arm's length transaction. The District and the Contractor participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument.

E-VERIFY REQUIREMENTS. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

COMPLIANCE WITH SECTION 20.055, FLORIDA STATUTES. The Contractor agrees to comply with section 20.055(5), Florida Statutes, to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant such section and to incorporate in all subcontracts the obligation to comply with section 20.055(5), Florida Statutes.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties execute this agreement the day and year first written
above.

ATTEST:	NATUREWALK COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

GREENEARTH SOUTHEAST, LLC.

 	

By:  	

By: 	
Its: 	

Exhibit A:	Scope of Services

Exhibit A:	Scope of Services

Exhibit A Scope of Services

Landscape Maintenance Agreement

Property Name: Nature Walk CDD Company Name: Rizzetta & Company

Proposal # 20085

Contact Name: Nature Walk CDD	Property Address: E-mail: CDDinvoice@rizzetta.com

Santa Rosa Beach, FL 32459

Office Phone: 407.472.2471	Billing Address: c/o Rizzetta & Company Ext.: 6724		3434 Colwell Ave, Suite 200
Mobile Phone:	Tampa, FL 33614
This Commercial Landscape Management Service Agreement (the "Agreement") dated 10/25/21 by and between:

CUSTOMER	and	LANDSCAPE SERVICE PROVIDER	
Nature Walk CDD		GreenEarth Southeast, LLC	

Santa Rosa Beach, FL 32459		15167 Highway 331 Business Suite B	
		Freeport, FL 32439	

Constitutes the entire agreement between the aforementioned parties and includes the scope of service, guarantees, terms and conditions, pricing, and payment responsibilities for landscape management services provided at:

Santa Rosa Beach, FL 32459

This agreement takes effect January 1,2022 (the "Commencement Date") It will continue for an original term of 36 months. Thereafter, it shall automatically renew on a year-to-year basis and the service intervals shall repeat, unless either party gives written notice to the other of intention not to renew thirty (30) days prior to any anniversary of the Commencement Date. All renewals are subject to the general provisions and conditions of this Agreement. This annual Agreement Price is subject to adjustment on each anniversary of the Commencement Date to reflect increases/decreases in labor, material, and other costs.

SCHEDULE AND FREQUENCY OF SERVICES:

The frequency schedule represented is the number of services or applications proposed, it is not intended to be a schedule commitment, which will vary depending on weather, holidays, accidents, and other conditions beyond our control.
We will perform the agreed scope of professional landscape management services (up to the maximum annual number of visits listed) according to the schedule and frequency described for each service.

Landscape Maintenance Map:

Proposal # 20085

SPECIAL PROVISIONS:

Proposal # 20085

Upon execution, this will replace Agreement # 0000000

A pre-contract clean-up will be required if site conditions are not at an acceptable level. The landscape should be in a condition to allow regular maintenance activities to occur while meeting client expectations as defined in the sales process.

Acceptable is defined as: weeds in the planting beds are at a minimal and manageable level in addition to the lawns being less than 4" high.

Proposal # 20085

MONTHLY INVESTMENT $9,147.00

Your and Our Acceptance:
This Agreement will become effective only after acceptance as evidenced by the respective signatures of the parties’ authorized representatives. This Agreement includes all of your and our obligations. No person has authority to make any claim, representation, promise or condition on our behalf that is not documented within this Agreement.

Authorized For:	Authorized For:
Nature Walk CDD	GreenEarth Landscape Services, LLC

Signature	Signature

Date	Date
Name:	Authorized GreenEarth Representative
Title:

PAYMENT SCHEDULE SCHEDULE	

PRICE	Proposal # 20085	
January	$9,147.00		
February	$9,147.00		
March	$9,147.00		
April	$9,147.00		
May	$9,147.00		
June	$9,147.00		
July	$9,147.00		
August	$9,147.00		
September	$9,147.00		
October	$9,147.00		
November	$9,147.00		
December	$9,147.00		
	$109,764.00		

Proposal # 20085
The Scope of Services provided under this Agreement shall include the selected Service Options below.

Services

Spring/Summer Maintenance
Service frequency: Weekly April - October

Lawn Mowing: Remove litter prior to mowing to avoid shredding. General turf areas will be mowed at a mowing height best suited for turf type and season.

Edging/Trimming: Sidewalks, driveways, curbs, and flower beds will be edged/trimmed as needed to maintain a neat appearance.
Ornamental beds and Flowerbeds: Weed control shall be maintained in all
flowerbeds, ornamental beds and tree rings on a regular basis. This may be completed by hand weeding or through the use of post-emergent herbicides. Weeds are minimized by applications of mulching material annually. (mulch applications will be specified if included in this agreement).

Fall/Winter Maintenance
Service frequency: Two times per month Nov - Mar

Lawn Mowing: Remove litter prior to mowing to avoid shredding. General turf areas will be mowed at a mowing height best suited for turf type and season.

Edging/Trimming: Sidewalks, driveways, curbs, and flower beds will be edged/trimmed as needed to maintain a neat appearance.
Ornamental beds and Flowerbeds: Weed control shall be maintained in all
flowerbeds, ornamental beds and tree rings on a regular basis. This may be completed by hand weeding or through the use of post-emergent herbicides. Weeds are minimized by applications of mulching material annually. (mulch applications will be specified if included in this agreement).

Shrub Pruning

Service frequency: 3 times per year, Summer, Fall, Winter

Pruning: Trees (under 8'), shrubs, ground covers, and perennials will be pruned as needed (up to 3 times per year) to maintain desired forms and any other necessary pruning that coincides with general horticultural practices. All plant material will be maintained in the shape and appearance that existed when GreenEarth acquired this maintenance agreement unless otherwise agreed upon by Addendum. All pruned material will be removed from the site.

Turf Fertilizer
Turf will be fertilized 2 times per year (Apr and Aug) with an appropriate blend for your turf type. Our goal in fertilization is to keep your lawn healthy. The fertilization program will provide the equivalent of five to eight pounds of nitrogen per 1000 square feet, per year, to maintain a healthy green lawn. Phosphorous free, potash, and trace elements will be provided in a well- balanced analysis. A premium blend of SCU fertilizers will be used to allow for a reduced frequency of fertilization

Proposal # 20085
Turf Weed Control
Post emergent weed control application will occur to turf 5 times (April, June, Aug, Sept. Nov) per year for the control of broadleaf weeds and undesired grass weeds. The herbicide is not harmful to desired turf.
Turf Pre-emergent Weed Control Application
Turf will be treated two times per year (Feb and Oct) for pre-emergent weed control of broadleaf weeds and undesired grass weeds.
Turf Insecticide Application

Turf will be treated 3 times (May, Jul, Sep) per year as needed for control of turf destroying insects.

Shrub Bed Pre-emergent Application
Pre-emergent herbicides, which are not harmful to the plant materials located in the beds, will be applied to planting beds to assist in the management of weeds in your beds.
Plant Growth Regulator Application
Application of growth regulator to existing plant materials.
Irrigation Audit
An audit of the irrigation system for proper operation will be performed 1 time per month as needed. Any necessary repairs will be billed in addition to your maintenance fee @ $82.00 per hour plus materials (Subject to change without notice). Any necessary repairs anticipated over
$500.00 will be reported to the owner’s representative along with a request for authorization to proceed with repairs.
Quarterly Sidewalk and Boardwalk Audit

Audit of all sidewalks and boardwalk

DEFINITIONS:

Proposal # 20085

You should note the following words have special meaning throughout this Agreement:

“You” and “Your” mean Rizzetta & Company and all of their representatives.
“We”, “Our”, “Ours” and “Us” mean Green Earth Landscape Services, LLC and all of its representatives.
“Labor” means our normal work day labor hours, overtime labor hours (time-and-one-half), travel labor hours, equipment use, and all out-of-pocket travel expenses associated with labor.

OUR RESPONSIBILITIES INCLUDE:

Provide a continuing managed process of professional managed care of your exterior environment.
Assign a lead technician to have primary responsibility for work to be performed at your site.
Coordinate all work with you to assure safety and minimal disruption at your site.

YOUR RESPONSIBILITIES INCLUDE:

Inform us of whom we should work with at your site to assure the proper coordination of our work.
Provide us with a copy, if available, of all site plans, drawings or prints.
Provide us with your protocols and regulations regarding working at your site, such as: parking, security procedures, emergency contacts, and other appropriate information.
Permit only our representatives to perform the work included in the Scope of Services of this Agreement, as we will only guarantee our work and not the work of other parties.
Bear the cost to repair or replace any materials and/or systems deemed by us to not be acceptable during our initial inspection or seasonal start-up visit. Should you choose to not make the repair or replacement, the material(s), system(s), component(s) or part(s) identified will automatically be removed from the repair or replacement guarantee provisions of this Agreement.
Inspect the work performed by us within seven (7) days of the date that the service is performed and notify us of any reasonable dissatisfaction with the work performed.
Provide us with your critique of our services and suggestions for on-going improvements.

TERMS AND CONDITIONS
Accessibility: In order for us to perform the required services for you in a cost-effective manner and for the estimated Agreement Price quoted in this Agreement, you agree to permit free and timely access to the necessary areas of your site to perform required services. All planned work under this Agreement will be performed during our normal working hours unless otherwise stipulated elsewhere in this Agreement.
Taxes: You agree to be responsible for all applicable taxes on the services and/or materials used or provided in connection with the services to be provided under this Agreement.
Permits: Unless otherwise required by law, you agree to obtain and bear all costs incurred in connection with obtaining any necessary permits for the services provided pursuant to this Agreement.
Payment Terms: You agree to promptly pay invoices within ten (10) days of receipt. Should a payment become forty five (45) days or more delinquent, we may stop all work under this Agreement without notice and/or cancel this Agreement. A late charge of 1 ½% per month will be charged on all amounts that become thirty (30) days or more delinquent. If any check you tender for payment is refused due to insufficient funds, you hereby agree to a “Return Check Fee” of $25.00 per item, in addition to any other remedies available to us under Florida law.
Attorney’s Fees: In the event we must commence third-party collection or arbitration proceedings in order to recover any amount payable under this Agreement, you agree to reimburse us for all costs and attorneys’ fees incurred as a result of said activities, including those fees/costs incurred on appeal and/or those fees/costs incurred to litigate the amount of fees/costs due us pursuant to this Section.
Payment by Credit Card: As an added convenience to our clients, payment due under this Agreement may be made by credit card. If choosing to pay by credit card, you hereby consent by signing this Agreement below that no disputes regarding fees or costs billed to you shall be adjudicated by the credit card company. Any charges for fees/costs made to your credit card are non-refundable and cannot be reversed by the credit card company. Any disputes over fees and/or costs paid by credit card shall be settled directly between you and us, pursuant to the terms of this Agreement.
Acceptance of Existing Conditions: The Agreement Price is conditioned upon the materials and systems covered being in maintainable condition. If the initial inspection or seasonal start-up visit indicates that repairs are necessary, a firm quotation will be submitted to you for your approval. Should you not authorize the repairs, we may remove the material(s), system(s), component(s) or part(s) from the Scope of Services under this Agreement.
Concealed Conditions: Concealed conditions, such as underground utilities, invisible fence, rock, debris, poor drainage situations, etc., not readily apparent at the time of providing the estimated Agreement Price quoted in this Agreement may cause us to incur additional costs, including without limitation additional materials and labor, which will be an extra charge (fixed price amount to be negotiated or on a time-and-material basis at our rates then in effect) over the Agreement Price.
Extra Work: Unless otherwise stated elsewhere in this Agreement, this Agreement does not include repairs to any system(s), the provision or installation of materials, or service calls requested by you. If requested, you will be charged for these services at our customer rates then in effect.

Proposal # 20085

If you require any alteration to or deviation from this Agreement involving extra work, you agree that the cost of material and/or labor will be an extra charge (fixed price amount to be negotiated or on a time-and-material basis at our customer rates then in effect) over the Agreement Price.
Work Performed by Others: Unless otherwise stated elsewhere in this Agreement, we will not be responsible for work that is performed by anyone other than us. Therefore, you agree to permit only our personnel or agent(s) to perform the work included in the Scope of Services. Should anyone other than us perform such work, we may, at our option, terminate this Agreement or eliminate the areas or materials involved from the Scope of Services of this Agreement.
Hold Harmless: In the event that there is a claim, damage, loss, or expense that is caused in whole or in part by any active or passive act or omission by you, anyone directly or indirectly employed by you, or for anyone whose act you may be liable, then, to the fullest extent permitted by law, you will defend, indemnify and hold harmless our representatives and us from and against these claims, damages, losses, and expenses including, but not limited to, attorneys’ fees arising our of or resulting from the performance of our work under this Agreement.
Delays Outside Our Control: In the event there is a delay, loss, damage, or detention caused by unavailability of equipment or materials, delay of carriers, strikes, lockouts, civil or military authority, priority regulations, insurrection or riot, action of the elements, forces of nature, or by any cause beyond our control, you agree that we will not be liable for this delay, loss, damage, or detention.
Loss of Profits: Under no circumstances, whether arising in contract, tort (including negligence and strict liability), equity or otherwise, will we be responsible for loss of use, loss of profits, anticipatory damages, increased operating or maintenance expenses, claims of your tenants or clients, or any special, indirect, consequential, incidental, exemplary or punitive damages, arising at any time from any cause related to or concerning this Agreement.
Limited Warranty: We warrant that our workmanship on all installations and repairs shall be performed in a good and workmanlike manner and that any parts repaired or replaced by us will be free from defects in workmanship until the end of this Agreement or for thirty (30) days, whichever is earlier.
You acknowledge that we are NOT the manufacturer of the installed materials and equipment and that we make no representations or warranties as to the installed materials and equipment or their specifications, fitness for a particular purpose, performance or merchantability other than as set forth in the preceding paragraph. You agree to look solely to the manufacturer to remedy any alleged deficiency in the installed materials or equipment and damages related directly or indirectly thereto. WE HEREBY DISCLAIM ALL OTHER WARRANTIES ON THE MATERIALS FURNISHED UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limits of Liability: We guarantee that our performance of services under this Agreement will be in accordance with generally accepted practices for similar services. In case of any failure to perform our obligations under this Agreement, our liability is limited to correcting, repairing, or replacing, at our option, the deficient work. You acknowledge and agree that such correction, repair, or replacement shall be the sole remedy available to you and in no event will our liability exceed the total amount of compensation we receive for services rendered.
Site Damage: We accept responsibility to repair any physical damage to your site directly caused by us during performance of work covered by this agreement.
Dispute Resolution: Should a dispute arise between you and us relating to this Agreement, or the making, performance or interpretation of the rights and obligations set forth herein, either party may, upon written notice, seek exclusive and binding relief through the procedure of the American Arbitration Association (AAA). Such arbitration shall take place inWalton County, Florida. A single arbitrator shall decide all disputes. Judgment may be entered upon the award in the highest state or federal court having jurisdiction over the matter. The decision of the arbitrator shall be binding on both parties, and any right to judicial action on any matter subject to arbitration hereunder is hereby waived, unless otherwise provided by applicable law, except suit to enforce the arbitration award or in the event arbitration is not available for any reason. The prevailing party shall recover all costs, including attorneys’ fees, incurred as a result of the dispute. For purposes of this Agreement, a “prevailing party” shall be defined as a party that recovers at least 75% of its total claims or that is required to pay no more than 25% of the claims made against it.
We both agree that any action through arbitration relating to any plant material warranty, for plants installed by us, must be commenced within one (1) year of the documented plant material failure.
Changes: This Agreement shall not be subject to change or modification other than by a signed writing from all parties hereto.
Early Termination For Default: You may terminate this Agreement upon an event of default by us. If an event of default occurs, you must give us written notice of the same describing the reason for the default and the requested cure. If within sixty (60) days of receipt of such notice, we are unable to cure the default, you may terminate this Agreement. Any default notice will be deemed to have been given on the date of receipt at our address shown on the first page of this Agreement.

In the event that you terminate this Agreement for cause before its intended expiration date you understand that the cost of the actual work performed between the most recent anniversary date and the termination date may exceed the total amount of the scheduled payments for the services performed under this Agreement during that period. If so, you agree to reimburse us, at then current rates, (i) for all costs for the work performed in connection with this Agreement during such period up to and including the date of termination, and (ii) all costs of any materials ordered by us in connection with this Agreement. We will submit a final invoice to you for the total amount of all applicable costs less the amount of your payments made prior to termination and such amount will be due immediately.
Notice: Notice to either party to this Agreement shall be sufficient if made to the respective address shown herein.
Purchase Orders: This Agreement constitutes the entire contract between the parties. The entire contract is embodied in this writing and this writing constitutes the final expression of the parties’ agreement. No change is allowed to this Agreement, nor shall they become part of this Agreement whatsoever by our acknowledgment or acceptance of your purchase order forms that contain different provisions whether in addition to or not identical to the terms set forth herein. You acknowledge and agree that any

Proposal # 20085

purchase order issued by you, in accordance with this Agreement, is intended only to establish payment authority for your internal accounting purposes. No purchase order shall be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included in the purchase order will have any force or effect.
Severability: Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective will, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or provisions of this Agreement.

Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronically signed, faxed, and scanned & emailed signatures shall be treated as original and binding upon the signing party.

Governing Law; Venue: This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Further, in the event any dispute arises from this Agreement, the undersigned parties hereby agree that the venue for said dispute(s) shall lie exclusively in Walton County, Florida.

GUARANTY AGREEMENT AND GARNISHMENT WAIVER

Proposal # 20085

By signing this Guaranty Agreement, I hereby agree to be individually liable to GreenEarth Landscape Services, LLC (“Company”), for any amounts due and owing under the Commercial Landscape Management Service Agreement with Rizzetta & Company dated this date (“Agreement”), and I agree to be bound to the terms of said Agreement. Further, I hereby agree that any judgment against me resulting from any action by Company to enforce the terms of the Agreement, shall be subject to garnishment.

IF YOU PROVIDE MORE THAN ONE-HALF OF THE SUPPORT FOR A CHILD OR OTHER DEPENDENT, ALL OR PART OF YOUR INCOME IS EXEMPT FROM GARNISHMENT UNDER FLORIDA LAW. YOU CAN WAIVE THIS PROTECTION ONLY BY SIGNING THIS DOCUMENT. BY SIGNING BELOW, YOU AGREE TO WAIVE THE PROTECTION FROM GARNISHMENT.

Print Name:
Guarantor
I have fully explained this document to Guarantor. Print Name:
Company:
Title: