POOL MAINTENANCE SERVICES AGREEMENT THIS AGREEMENT (“Agreement”) is made and entered into to be effective on this __ day of __________, 2021, by and between: DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D December22 MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, with a mailing address of c/o Governmental Management Services, LLC, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (“District”), and Big Z Pool Service, LLC with a mailing address of 172 Stokes Landing Rd, Saint Augustine, Florida 32095 (“Contractor” and, together with the District, “Parties”). RECITALS WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain community infrastructure, including a pool (“Facilities”); and WHEREAS, the District desires to enter into an agreement with an independent contractor to provide pool maintenance services; and WHEREAS, Contractor represents that it is qualified, licensed and insured to provide pool maintenance services and has agreed to provide to the District those services identified in Proposal, attached hereto as Exhibit A and in compliance with the terms and conditions of this Agreement (“Services”); and WHEREAS, the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement. NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement. 2. DESCRIPTION OF WORK AND SERVICES. The Contractor agrees to provide the Services to the Facilities, as more particularly described in Exhibit A and in accordance with the terms of this Agreement: 1 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D A. Contractor agrees to provide certain chemicals necessary to maintain chlorine, pH and alkalinity levels of waters held in the Facilities, as defined hereafter, which chemicals may include but not be limited to liquid chlorine (sodium hypochlorate), non-fuming pool acid, bi-carb, shock and shock-totes, calcium chlorite, cyanuries, CYA (stabilizer) and filter powder (“Chemicals”). For the avoidance of doubt, the Parties agree that “Chemicals” does not include chemicals necessary to correct water chemistry imbalance caused by property negligence, vandalism, pool draining, faulty or inadequate electric service, inadequate circulation or Acts of God. B. The Parties agree that the Contractor shall independently test the water chemistry of the Facilities, and shall keep an accurate and up-to-date written log of such tests during the term of this Agreement and for two (2) years thereafter. In the event that such tests reveal that proper water chemistry is not being maintained, the Contractor shall promptly notify the District of the same, and the Contractor will add chemicals to the Facilities as necessary to maintain proper water chemistry therein. All responsibility for maintenance of the Chemicals in the Facilities shall accrue to and be the responsibility of the Contractor. C. Contractor shall not be liable for default in the performance or discharge of its duty to deliver Chemicals under this Agreement to the extent caused by Acts of God, civil or military authority, public enemy, fire, floods, winds, storms, labor disorders, strikes, work stoppages or other labor trouble, accidents riots, civil commotion, closing the public highways, terrorist acts or threats, governmental interference or regulations and other contingencies, similar to the foregoing, beyond Contractor’s reasonable control. D. Should the District desire that the Contractor provide additional work or services, such additional work or services shall be fully performed by the Contractor only after prior approval of the same by a written work authorization. The Contractor agrees that the District shall not be liable for the payment of any additional work or services unless the District first authorizes the Contractor to perform such additional work or services through an authorized and fully executed written work authorization. Nothing herein shall be construed to require the District to use the Contractor for any such additional work or services, and the District reserves the right to retain a different contractor to perform any additional work or services. E. To the extent that the terms of this Agreement conflict with any provisions of Exhibit A, this Agreement shall control. 3. COMPENSATION AND TERM. The District agrees to compensate Contractor One Thousand Two Hundred Ninety-Eight Dollars ($1,298.00) for the Services set forth in this Agreement. The annual total under this Agreement shall not exceed Fifteen Thousand Five Hundred Seventy-Six Dollars ($15,576.00). The District shall provide payment within thirty (30) days of receipt of invoices. The term of this Agreement shall be from the date set forth above 2 of 13 5. INSURANCE. 4. MANNER OF CONTRACTOR'S PERFORMANCE. The Contractor agrees, as an independent contractor, to undertake the Services as specified in this Agreement or any work authorization (see Section 2.D. herein) issued in connection with this Agreement. All Services 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. In conducting the Services, Contractor shall use all due care to protect against any harm to persons or property. If the Contractor’s acts or omissions result in any damage to property within the District, the Contractor shall immediately notify the District and repair or replace all damaged property to the satisfaction of the District. 5. a. At the Contractor’s sole expense, the Contractor shall maintain throughout the term of this Agreement the insurance as set forth in Exhibit B. a. At the Contractor’s sole expense, the Contractor shall maintain throughout the term of this Agreement the insurance as set forth in Exhibit B. b. Each insurance policy required by this Contract shall: . Each insurance policy required by this Contract shall: i. i. Apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer’s liability. ii. Be endorsed to state that coverage shall not be suspended, voided, or canceled by either party except after 30 calendar days prior written notice, has been given to the District. ii. Be endorsed to state that coverage shall not be suspended, voided, or canceled by either party except after 30 calendar days prior written notice, has been given to the District. . Be written to reflect that the aggregate limit will apply on a per claim basis. c. The District shall retain the right to review, at any time, coverage, form, and amount of insurance. All insurance certificates, and endorsements, shall be received by the District before the Contractor shall commence or continue work. d. The procuring of required policies of insurance shall not be construed to limit Contractor’s liability or to fulfill the indemnification provisions and requirements of this Agreement. c. The District shall retain the right to review, at any time, coverage, form, and amount of insurance. All insurance certificates, and endorsements, shall be received by the District before the Contractor shall commence or continue work. . The Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Agreement and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject, whether or not the District is an insured under the policy. f. Notices of accidents (occurrences) and notices of claims associated with work being performed under this Contract shall be provided to the Contractor’s insurance company and to the District as soon as practicable after notice to the insured. g. e. The Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Agreement and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject, whether or not the District is an insured under the policy. 3 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D performed under this Contract. The Contractor shall be held responsible for any modifications, deviations, or omissions in these insurance requirements as they apply to sub-contractors. h. All policies required by this Agreement, with the exception of Workers’ Compensation, or unless specific approval is given by the District, are to be written on an occurrence basis, shall name the District, its Supervisors, Officers, agents, employees, and representatives as additional insured as their interest may appear under this Agreement. Insurer(s), with the exception of Workers’ Compensation on non-leased employees, shall agree to waive all rights of subrogation against the District, its Supervisors, Officers, agents, employees or representatives. i. 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. 6. INDEMNIFICATION. A. Contractor agrees to defend, indemnify, and hold harmless the District and its officers, agents, employees, successors, assigns, members, affiliates, or representatives from any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, judgments against the District, or loss or damage, whether monetary or otherwise, arising out of, wholly or in part by, or in connection with the Services to be performed by Contractor, its subcontractors, its employees and agents in connection with this Agreement, including litigation, mediation, arbitration, appellate, or settlement proceedings with respect thereto. Additionally, nothing in this Agreement requires Contractor to indemnify the District for the District’s percentage of fault if the District is adjudged to be more than 50% at fault for any claims against the District and Contractor as jointly liable parties; however, Contractor shall indemnify the District for any and all percentage of fault attributable to Contractor for claims against the District, regardless whether the District is adjudged to be more or less than 50% at fault. Contractor further agrees that nothing herein shall constitute or be construed as a waiver of the District's limitations on liability contained in Section 768.28, Florida Statutes, or other statute. B. Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, fines, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), any interest, all as actually incurred. 7. COMPLIANCE WITH GOVERNMENTAL REGULATION. Contractor shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances. If Contractor fails to notify the District in writing within five (5) days of the receipt 4 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D 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 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 upon the giving of notice of termination. 8. LIENS AND CLAIMS. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. 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 Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that 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. 9. DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of 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. 10. 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. 11. 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. 12. TERMINATION. The District agrees that Contractor may terminate this Agreement by providing thirty (30) days written notice of termination to the District stating a failure of the District to perform according to the terms of this Agreement; provided, however, that the 5 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately with or without cause by providing written notice of termination to Contractor. Upon any termination of this Agreement, 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. 13. 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 Contractor to perform under this Agreement shall be obtained and paid for by Contractor. Failure of Contractor to have obtained the necessary permits and licenses to perform under this Agreement shall constitute a default and this Agreement shall terminate immediately. 14. ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such approval shall be void. 15. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, Contractor shall be acting as an independent contractor. Neither Contractor nor employees of 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. Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of Contractor, if there are any, in the performance of this Agreement. Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and 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. 16. 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. 17. ENFORCEMENT OF AGREEMENT. A default by either party under this Agreement shall entitle the other party to all remedies available at law or in equity. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings. 18. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and Contractor relating to the subject matter of this Agreement. 6 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D 19. 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 Contractor. 20. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Contractor, both the District and Contractor have complied with all the requirements of law, and both the District and Contractor have full power and authority to comply with the terms and provisions of this instrument. 21. 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 Contractor: Big Z Pool Service, LLC 172 Stokes Landing Rd Saint Augustine, Florida 32095 Attention: _______________________ If to the District: Meadow View at Twin Creeks Community Development District c/o o Governmental Management Services, LLC 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager With a copy to: KE Law Group P.O. Box 6386 Tallahassee, Florida 32314 Attn: District Counsel Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for Contractor may deliver Notice on behalf of the District and Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other Parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the Parties and addressees set forth herein. 22. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and Contractor and no right or cause of action shall accrue upon or by reason, to or for the 7 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Contractor and their respective representatives, successors, and assigns. 23. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. The exclusive venue for any dispute arising out of or related to this Agreement shall be in a court of appropriate jurisdiction in and for St. Johns County, Florida. 24. 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 Jim Oliver (“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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE PUBLIC RECORDS CUSTODIAN AT C/O JIM OLIVER, GOVERNMENTAL MANAGEMENT SERVICES, LLC, 475 WEST TOWN PLACE, SUITE 114, ST. AUGUSTINE, FLORIDA 32092 (904) 940-5850, AND E-MAIL JOLIVER@GMSNF.COM. 8 of 13 27. 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. 28. SCRUTINIZED COMPANIES STATEMENT. Contractor certifies that it is not in violation of Section 287.135, Florida Statutes, and is not prohibited from doing business with the District under Florida law, including but not limited to Scrutinized Companies with Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. If Contractor is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate this Agreement. 29. E-Verify. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, 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. 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. IN WITNESS WHEREOF, the Parties hereto have signed and sealed this Agreement on the day and year first written above. ATTEST: MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT Chairperson, Board of Supervisors Exhibit A: Proposal Exhibit B: Certificate of Insurance 10 of13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D EXHIBIT A 11 of 13 DocuSign Envelope ID: E18FA0BC-5716-4C9C-BDDA-E770CF0A031D EXHIBIT B 13 of 13 COST SHARE AGREEMENT Meadow View at Twin Creeks Phase 4 Project THIS AGREEMENT (“Agreement”) is made and entered into as of this ___ day of _____________, 2022, by and between: MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in St. Johns County, Florida (“District”); and DFC BEACON LAKES, LLC, a Florida limited liability company, the primary owner and developer of certain lands within Phase 4 of the District, whose address is 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256 (“Developer,” together with the District, “Parties”). RECITALS WHEREAS, the District was established by an ordinance adopted by the Board of County Commissioners in and for St. Johns County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure, including roadways, stormwater management systems, potable and reclaimed water and sewer systems and other infrastructure; and WHEREAS, Developer is the owner of certain lands in St. Johns County, Florida, located within the boundaries of the District (“Development”); and WHEREAS, the District has assumed an agreement (“Construction Contract”), attached hereto as Exhibit A, with W. Gardner, LLC (“Contractor”), in connection with the construction of various infrastructure improvements on the Meadow View at Twin Creeks Phase 4 Project (“Project”), which Construction Contract will be administered and reviewed by England, Thims & Miller, Inc. (“Project Engineer”), which also serves as the District’s Engineer (“Engineer”); and WHEREAS, the Construction Contract covers both private development being conducted for the benefit of Developer as well as public infrastructure improvements within the scope of the District’s capital improvement plan (“Capital Improvement Plan”), as set forth in the District’s Engineer’s Report dated March 17, 2016, as supplemented on October 6, 2016, September 17, 2018, April 23, 2020 and on August 9, 2021 and as may be additionally supplemented from time to time; and WHEREAS, the Developer has agreed to pay for the cost of the work identified as being the Developer’s Items of Work (hereinafter defined) as described in Exhibit B as such items of work are not included in the Capital Improvement Plan; and WHEREAS, in anticipation of the commencement of the Project, the Parties desire to memorialize and set forth clearly their understanding and agreement with respect to allocation of costs between the Parties for these improvements as well as certain other matters addressed herein. NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement. 2. WORK DEFINED; ITEMS OF WORK. As used herein, the term “Work” shall refer to the entire completed construction or the various separately identifiable parts thereof required to be furnished under the Construction Contract, including performing services, furnishing labor and furnishing and incorporating materials and equipment into the construction. Unit prices have been established for the items of Work (“Items of Work”), shown in the Contractor’s bid, as included in the Construction Contract. Exhibit B identifies those items that are to be the responsibility of the Developer to fund (“Developer’s Items of Work”). 3. COST ALLOCATIONS. 3.1 Cost Allocation. Developer shall pay all of the costs of Developer’s Items of Work. Payment shall be made in accordance with Sections 4 and 5 herein. 3.2 Cost Allocation for Construction Phase Services. Developer shall pay a pro rata share of the consultant fees incurred by the District for construction phase services performed in connection with the design and construction of Developer's Items of Work. The pro rata share shall be calculated by taking the cost of the Developer’s Items of Work and dividing it by the total contract price (as determined under the Construction Contract). Upon final completion of the Work (as determined under the Construction Contract), the Engineer shall determine the portion of construction phase services attributable to Developer’s Items of Work and notify Developer of the amount to be paid by Developer. Any dispute of the Engineer’s determination shall be resolved in accordance with Section 3.3, below. Payment shall be made in accordance with Sections 4 and 5 herein. 3.3 Dispute of Engineer's Determination. Should either the District or Developer dispute the Engineer’s determination of costs attributable to either Party either in accordance with Section 3.1, Section 3.2 or Section 5.4, notice of such dispute and the grounds therefore shall be given from one party to the other within five (5) days, excluding Saturdays, Sundays and federal holidays, of receipt of the Engineer’s determination of costs. Thereafter, within seventy two (72) hours, excluding Saturdays, Sundays and federal holidays, after notice of such dispute is given, the Engineer shall request the Florida Board of Engineers select a qualified independent third party engineer to review the Work and the Engineer’s determination of costs. The independent third party engineer may, upon the written consent of both Parties hereto, secure its own estimates of costs. The Parties agree to and shall be bound by the determination of costs attributable to the Parties as determined by the independent third party engineer. In such event, the fees and costs of the independent third party engineer shall be equally divided between the Parties hereto. Nothing contained in this Section 3.3 shall give Developer the right to dispute the cost of Developer’s Items of Work to the extent such costs are determined in accordance with the Construction Contract. To ensure compliance with Section 218.735, Florida Statutes, the Parties shall follow the procedures described in Section 4, below, with respect to any costs related to a dispute to be resolved pursuant to this Section 3.3. However, should the independent third party engineer determine that all or a portion of the disputed costs were incorrectly allocated, the party determined by the independent third party engineer to have underpaid its share of the costs shall reimburse the other party the amount underpaid. 4. PAYMENT OF COSTS. Subject to the provisions of Section 5 for any and all invoices related solely to Final Payment, as defined herein, and completion of the Project, the Parties shall pay for the Work in accordance with the following schedule: Within fifteen (15) business days from the receipt of an application for payment certified by the Project Engineer, the District Manager or his designee shall prepare a requisition and forward the requisition to the Engineer and the Chair of the District’s Board of Supervisors for execution and return to the District Manager. Within three (3) days of receipt of the fully executed requisition, the District Manager or his designee shall transmit the fully executed requisition to the District Trustee for payment. Concurrently with the transmission of the requisition to the District Trustee, the District shall send the Developer a written invoice for the portion of the Developer’s Items of Work included on the application for payment. Within thirty (30) days of receipt of such invoice, Developer shall remit the requested funds to the District. 5. ACCEPTANCE OF WORK 5.1 Acceptance of Work. Before the District makes Final Payment as defined below, the District shall provide Developer with a certificate from the Engineer that, to the best of his knowledge, Developer’s Items of Work have been performed in substantial compliance with the Construction Contract and appropriate final lien waivers and releases have been obtained from all contractors, sub-contractors, materialmen or suppliers and laborers in connections with the Project. Within fifteen (15) calendar days after receipt of said certificate, Developer shall inspect the Project and provide written notice to the District that Developer’s Items of Work, to the best of Developer’s knowledge, are or are not in substantial compliance with the Construction Contract. Failure by Developer to provide such written notice within said timeframe shall cause the District Engineer to transmit a written demand to Developer that such notice be provided. Should Developer fail to respond to the District Engineer’s written request within five (5) calendar days of receipt of such request, Developer is deemed to have determined that Developer’s Items of Work are in substantial compliance with the Construction Contract. 5.2 Substantial Compliance. If Developer’s notice is that Developer’s Items of Work are in substantial compliance (or if Developer fails to provide notice as provided in subsection 5.1), then Developer shall be deemed to have accepted Developer’s Items of Work except as to defects not then readily discoverable. Developer shall then remit its payment to the District within five (5) business days of the notice of substantial compliance. Immediately upon receipt of funds from the Developer, the District shall pay the Contractor. Subsequent to Developer’s giving such notice of such substantial compliance and the making of Final Payment by the District, Developer agrees that it shall have no claim against the District with respect to any of Developer’s Items of Work performed by the Contractor, the only obligation of the District being to enforce the terms of the Construction Contract. 5.3 Non-Compliance. In the event Developer’s notice is that Developer’s Items of Work are not in substantial compliance with the Construction Contract, then within ten (10) days of the District’s receipt of such notice (provided such notice reasonably identifies the non-complying Developer's Items of Work), the District shall proceed promptly to enforce the terms of the Construction Contract as it applies to completion and correction of Developer's Items of Work. In the event the District disputes Developer’s notice of non-compliance, notice of such dispute shall be provided to Developer by the District within five (5) business days of the District's receipt of Developer’s notice of non-compliance. In such event, within five (5) business days, the Engineer shall request the Florida Board of Engineers select a qualified independent third party engineer to review the Developer's Items of Work subject to Developer’s notice of non-compliance. The Parties agree to and shall be bound by the determination of substantial compliance or non-compliance as determined by the independent third party engineer. The fees and costs of the independent third party engineer shall be equally divided between the Parties hereto. 5.4 Enforcement Costs. To the extent such costs are not reimbursed by the Contractor, Developer shall reimburse the District for any costs (as determined by the Engineer) incurred by the District arising out of the District’s efforts to enforce the terms of the Construction Contract as it applies to Developer’s Items of Work, provided that the defective Work that is the subject of enforcement is not caused in whole or in part or contributed to by the actions of the District or its Engineer. Any dispute as to costs to be reimbursed by Developer pursuant to this subsection 5.4 shall be resolved in accordance with Section 3.3, above. 5.5. Final Payment. “Final Payment” shall be defined as the final payment made to the Contractor by the District after the Contractor has satisfactorily completed all corrections identified in the final inspection, as provided in the Construction Contract. 6. CONSTRUCTION CONTRACT AND PLANS. The District shall be responsible for ensuring that the improvements to be constructed pursuant to the Construction Contract are constructed in substantial compliance with the plans and specifications set out in the Construction Contract and in a timely manner. 6.1 Defective Work. The District shall not accept defective Work pursuant to the provisions of the Construction Contract with respect to each of the Developer’s Items of Work without the written consent of Developer. 6.2 Entitlement to Credits. In the event the Developer gives written consent in accordance with Section 6.1, Developer shall be entitled to receive the benefit of all credits with respect to Developer’s Items of Work as determined in accordance with the Construction Contract. 6.3 Record Drawings. Upon request, the District shall furnish Developer, free of charge, one copy of available drawings, plans, specifications, addenda, change orders and other modifications marked currently to record all changes and selections made during construction (“Record Drawings”). The Record Drawings shall be delivered to Developer upon Final Completion of the Work. 7. INSURANCE AND WAIVER OF SUBROGATION. 7.1 Insurance. The District shall ensure that the policies of insurance required under the Construction Contract include the interest of Developer as additional or named insured. To the extent that there is any additional cost associated with listing Developer as additional or named insured under the policies of insurance required to be purchased and maintained by the Contractor in accordance with the Construction Contract, Developer will pay those additional costs. Developer will make such payment within fifteen (15) days of receiving notice of such additional costs from the District. The District shall ensure that such insurance remains in full force and effect during construction of the Project and thereafter as provided in said policies. The intent is that Developer be provided the same protections in said policies as that accorded to the District. Adjustment and settlement of any loss with the insurers shall be conducted by the District, as trustee, and the District shall account to Developer for the proceeds of such insurance that is applicable to Developer’s Items of Work. 7.2. Waiver of Subrogation. The District and Developer waive all rights against each other and any of their agents and employees, each of the other, for all losses and damages caused by any of the perils covered by the policies of insurance obtained pursuant to the Construction Contract, except such rights as they have to proceeds of such insurance held by either the District or the Contractor pursuant to the Construction Contract. 8. LICENSE. Developer hereby grants the District and the District’s agents a temporary license to enter property owned by Developer, if any, to construct, inspect and administer the improvements required under the Construction Contract. The District’s license to enter Developer’s property, as provided herein, shall expire upon final completion of the Work or upon the making of Final Payment to the Contractor, whichever last occurs. 9. OBLIGATIONS OF DEVELOPER. It is the intent of the Parties that Developer’s participation in the cost of the Project is not as Owner (as such term is defined in the Construction Contract) or as a party to the Construction Contract and that Developer shall incur no liability or obligation to third parties, including the Contractor, by entering into this Agreement. Developer does hereby contractually obligate itself to provide any and all notices which may be required of the District pursuant to any applicable permits, obtained by Developer for the Project, from a governmental entity, whether local, state or federal. The District does hereby agree to provide written notice to Developer of such notices as the necessity for the notices arises. 10. RECOVERY OF COSTS AND FEES. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the predominantly prevailing party shall be entitled to recover from the other party all fees and costs incurred, including reasonable attorneys’ fees and costs. 11. DEFAULTS. Failure by either party to perform each and every one of its obligations hereunder shall be a default, entitling either party to pursue whatever remedies are available to it under Florida law. Each of the Parties hereto shall give the other party written notice of any defaults hereunder and shall allow the defaulting party not less than five (5) days from the date of receipt of such notice to cure monetary defaults and fifteen (15) days to cure other defaults. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, understandings and agreements between the Parties relating to the cost sharing for construction of the Project. Terms used in this Agreement which are specifically defined in the Construction Contract shall have the meanings designated in the Construction Contract, unless otherwise indicated in this Agreement. 13. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement, other than those necessary to reflect a modification to the Construction Contract pursuant to a Change Order issued in accordance with the Construction Contract, may be made only by an instrument in writing executed by both of the Parties hereto. Any modification to the Construction Contract resulting from a Change Order shall serve to amend this Agreement accordingly. 14. AUTHORITY TO CONTRACT. The execution of this Agreement has been duly authorized by the appropriate body or official of all Parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this Agreement. 15. NOTICES. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or telecopied to the Parties, as follows: A. If to the District: Meadow View at Twin Creeks Community Development District c/o Governmental Management Services, LLC 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: Jim Oliver With a copy to: KE Law Group, PLLC 2016 Delta Boulevard, Suite 101 Tallahassee, Florida 32303 Attn: Jere L. Earlywine B. If to the Developer: DFC Beacon Lakes, LLC 14701 Philips Highway, Suite 300 Jacksonville, Florida 32256 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 nonbusiness 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 Developer may deliver Notice on behalf of the District and the Developer. 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. 16. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal Parties hereto and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon or give the Contractor or any person or corporation other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the Parties hereto and their respective representatives, successors and assigns. 17. EFFECTIVE DATE. This Agreement shall be effective as of the date first set forth above. 18. APPLICABLE LAW AND VENUE. This Agreement shall be construed, interpreted and controlled by the laws of the State of Florida. Venue for any dispute arising under this Agreement shall be in a court of appropriate jurisdiction in St. Johns County, Florida. 19. PUBLIC RECORDS. To the extent required by law, Developer agrees to comply with all provisions of Florida’s public records laws, including but not limited to Section 119.0701, Florida Statutes. 20. 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. 21. SOVEREIGN IMMUNITY. Developer agrees that nothing in this Agreement shall constitute or be construed as a waiver of the District’s limitations on liability contained in Section 768.28, Florida Statutes, or other statutes or law. 22. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement. 23. 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. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Parties execute this Agreement the day and year first written above. Attest: MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT _____________________________ _________________________________________ Secretary/Assistant Secretary Chairperson, Board of Supervisors ____________________________ Print Name: _________________________________ Print Name Attest: DFC BEACON LAKES, LLC a Florida limited liability company _____________________________ By: ________________________________________ Witness Print Name: _________________________________ _____________________________ Print Name Title: ______________________________________ Exhibit A: Construction Contract Exhibit B: Developer’s Items of Work EXHIBIT A: CONSTRUCTION CONTRACT EXHIBIT B: DEVELOPER’S ITEMS OF WORK The earthwork will be split fourteen percent (14%) to the Developer and eighty-six percent (86%) to the District. All other items are one hundred percent (100%) District items of work. PURCHASE REQUISITION REQUEST FORM 1. Contact Person for the material supplier. NAME: Rinker Materials 2. ADDRESS: 2313 Vulcan Road, Apopka, Florida 32703 3. TELEPHONE NUMBER: 407-872-0782 4. Manufacturer or brand, model or specification number of the item. See attached. 5. Quantity needed as estimated by CONTRACTOR. See attached. 6. The price quoted by the supplier for the construction materials identified above. See attached. 7. The sales tax associated with the price quote. $0 8. Shipping and handling insurance cost. See attached. 9. Delivery dates as established by CONTRACTOR. See attached. OWNER: Meadow View at Twin Creeks Community Development District ___________________________ _______________ Authorized Signature (Title) Date CONTRACTOR: W. Gardner, LLC ___________________________ _______________ Authorized Signature (Title) Date Attachment: Purchase Order and Schedule of Items PURCHASE ORDER THE MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT “Owner” “Seller” Owner: Meadow View at Twin Creeks CDD Seller: Address: c/o Governmental Management Services 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Address: Phone: 865-238-2622 Phone: “Project” Project Name: Meadow View at Twin Creeks, Phase 4 Contract Date: January _____, 2022, as assigned ________, 2022 Project Address: St. Johns County, Florida Description of Goods or Services – The Owner and Seller are entering into this Purchase Order Agreement for the purpose of the Owner purchasing the items (“Goods”) listed in the proposal attached as Exhibit A. Schedule – The Goods shall be delivered within days from the date of this Order. Price – $_________________________ Certificate of Exemption #________________ IN WITNESS HEREOF, the parties have executed this Order effective as of the date executed below. By executing this document below, Seller acknowledges that it has read all of the terms and provisions of this Order, including the Terms and Conditions attached hereto as Exhibit B, and agrees to deliver the Goods as described herein and comply fully with the terms and conditions hereof. MEADOW VIEW AT TWIN CREEKS CDD Owner Seller By: By: Name: Name: Title: Title: Date Executed: Date Executed: EXHIBIT A: Proposal EXHIBIT B: Terms and Conditions EXHIBIT A EXHIBIT B TERMS AND CONDITIONS 1. PRICE. The Price set forth above includes all Goods, insurance, warranties and other materials or services (including without limitation all packing, loading or freight) necessary to produce and deliver the Goods. 2. SCHEDULE. Time is of the essence with respect to this Order, and all Goods shall be produced and delivered within the times set forth in the Schedule. Owner may cancel this Order or any part thereof or reject delivery of Goods if such delivery or performance is not in material accordance with the specifications of this Order, including the Schedule. 3. DELIVERY AND INSPECTION. a. All shipments of Goods are to be made, with all shipping costs prepaid by Seller (e.g., insurance, packing, loading, freight, etc.), to the receiving point specified above. Title, and risk of loss, shall pass to Owner at the time such Goods are delivered at the Project site and accepted by Owner or Owner’s contractor, provided however that Owner shall have a reasonable opportunity to inspect such Goods prior to acceptance. b. All Goods are subject to inspection and approval by Owner at a reasonable time post-delivery. Owner may return Goods not meeting specifications (including over-shipments) at the Seller’s expense and risk. Owner will notify Seller of failure. Return authorizations for Goods not received within 30 days will deem such Goods as donations to Owner. 4. TERMS OF PAYMENT. Seller’s Invoice (“Invoice”) must be submitted before payment will be made by Owner pursuant to this Order. Owner shall make payment within 30 days of receipt of a proper invoice, and pursuant to the Local Government Prompt Payment Act, Sections 218.70 et seq., Florida Statutes (2018). Any indebtedness of Seller to Owner may, at Owner’s option, be credited against amounts owing by Owner hereunder. 5. WARRANTY. Seller shall take all necessary steps to assign any manufacturer’s warranties to the Owner. Seller warrants that the title to Goods conveyed shall be good, that the transfer of the Goods shall be rightful, and that the Goods shall be free from any security interest, lien or encumbrance. Seller further warrants that the Goods are free of any rightful claim of infringement, and shall indemnify, defend, and hold harmless the Indemnitees (defined below) against any such claim. Further, the Goods shall be new, shall be free from defects, shall be of merchantable quality, and shall be fit for the Owner’s uses. Seller agrees, without prejudice to any other rights Owner may have, to replace or otherwise remedy any defective Goods without further cost to Owner or, at Owner’s option, to reimburse Owner for its cost of replacing defective Goods. All Goods are subject to inspection by Owner before, upon, and within a reasonable time after delivery. Goods shall not be replaced without Owner’s prior written instructions. Any acceptance by Owner shall not prevent Owner from later rejecting non-conforming Goods. The warranty provided herein shall survive the completion or termination of this Order and is in addition to any warranties provided by law. 6. COMPLIANCE WITH LAW. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations. 7. INDEMNITY. To the fullest extent permitted by law, and in addition to any other obligations of Seller under the Order or otherwise, Seller shall indemnify, hold harmless, and defend Owner, Heartwood 23, LLC, and their respective officers, directors, Supervisors, Board members, employees, staff, managers, representatives, successors, and assigns of each and any of all of the foregoing entities and individuals (together, “Indemnitees”) from all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused in whole or in part by the negligence, recklessness or intentional wrongful misconduct of the Seller, or any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them, and arising out of or incidental to the performance of this Order. The Seller shall ensure that any and all subcontractors include this express provision for the benefit of the Indemnitees. The parties agree that this paragraph is fully enforceable pursuant to Florida law. In the event that this section is determined to be unenforceable, this paragraph shall be reformed to give the paragraph the maximum effect allowed by Florida law and for the benefit of the Indemnitees. The provisions of this section shall survive the completion or earlier termination of this Order, and are not intended to limit any of the other rights and/or remedies provided to the Owner hereunder. 8. INSURANCE. At all times during the term of this Order agreement, Seller, at its sole cost and expense, shall maintain insurance coverages of the types and amounts set forth below: a. Commercial general liability insurance with minimum limits of liability not less than $1,000,000. Such insurance shall include coverage for contractual liability. b. Workers’ Compensation Insurance covering all employees of Seller in statutory amounts, and employer's liability insurance with limits of not less than $1,000,000 each accident. c. Comprehensive automobile liability insurance covering all automobiles used by Seller, with limits of liability of not less than $1,000,000 each occurrence combined single limit bodily injury and property damage. 9. DEFAULT. Upon any material default by Seller hereunder, Owner may, in addition to any other remedies available to Owner at law or in equity, cancel this Order without penalty or liability by written notice to Seller. 10. LIMITATION OF LIABILITY. Nothing herein shall be construed to be a waiver of the Owner’s limit of liability contained in Section 768.28, Florida Statutes or other statute or law. 11. WAIVER. Any failure of Owner to enforce at any time, or for any period of time, any of the provisions of this Order shall not constitute a waiver of such provisions or a waiver of Owner’s right to enforce each and every provision. 12. MODIFICATIONS. This Order supersedes all prior discussions, agreements and understandings between the parties and constitutes the entire agreement between the parties with respect to the transaction herein contemplated. Changes, modifications, waivers, additions or amendments to the terms and conditions of this Order shall be binding on Owner only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of Owner. 13. APPLICABLE LAW. The validity, interpretation, and performance of this Order shall be governed by the laws of the State of Florida, in force at the date of this Order. Where not modified by the terms herein, the provisions of Florida’s enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction. 14. MECHANIC’S LIENS. Notwithstanding that Owner is a local unit of special purpose government and not subject to the lien provisions of Chapter 713, Florida Statutes, Seller agrees to keep the District’s property free of all liens, including equitable liens, claims or encumbrances (collectively, “Liens”) arising out of the delivery of any Goods by Seller, and shall furnish Owner with appropriate lien waivers from all potential claimants upon request of Owner. If any Liens are filed, Owner may without waiving its rights based on such breach by Seller or releasing Seller from any obligations hereunder, pay or satisfy the same and in such event the sums so paid by Owner shall be due and payable by Seller immediately and without notice or demand, with interest from the date paid by Owner through the date paid by Seller, at the highest rate permitted by law. 15. PERMITS AND LICENSES. Before commencing performance hereunder, Seller shall obtain all permits, approvals, certificates and licenses necessary for the proper performance of this Order and pay all fees and charges therefore. The originals of all such documents shall be delivered to Owner upon receipt by Seller. 16. PARTIAL INVALIDITY. If in any instance any provision of this Order shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms. 17. ASSIGNMENT AND SUBCONTRACTING. This Order shall not be assigned or transferred by Seller without prior written approval by Owner, and any attempted assignment or transfer without such consent shall be void. 18. RELATIONSHIP. The relationship between Owner and Seller shall be that of independent contractor, and Seller, its agents and employees, shall under no circumstances be deemed employees, agents or representatives of Owner. 19. NOTICES. Any notice, approval or other communication required hereunder must be in writing and shall be deemed given if delivered by hand or mailed by registered mail or certified mail addressed to the parties hereto as indicated on page 1. 20. PUBLIC ENTITY CRIMES. Seller certifies, by acceptance of this purchase order, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction per the provisions of section 287.133(2)(a), Florida Statutes. 21. SCRUTINIZED COMPANIES. Supplier certifies, by acceptance of this purchase order, that neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, and in the event such status changes, Seller shall immediately notify Owner. 22. TERMINATION. Notwithstanding anything herein to the contrary, Owner shall have the right, at its sole election, to terminate this Order for any cause whatsoever upon the delivery of written notice to Seller. Upon such termination, Seller shall have no remedy against Owner, other than for payment of Goods already produced pursuant to specific written direction by Owner pursuant to Section 2 above, subject to any offsets or claims that Owner may have. 23. PUBLIC RECORDS. Seller acknowledges that this Agreement and all the documents pertaining thereto may be public records and subject to the provisions of Chapter 119, Florida Statutes. 24. CONFLICTS. To the extent of any conflict between this document and the Purchase Order or Exhibit A, this document shall control. CERTIFICATE OF ENTITLEMENT The undersigned authorized representative of the Meadow View at Twin Creeks Community Development District (hereinafter "Governmental Entity"), Florida Consumer's Certificate of Exemption Number _____________________, affirms that the tangible personal property purchased pursuant to a Purchase Order from __________________ (Vendor) will be incorporated into or become a part of a public facility as part of a public works contract pursuant to that certain Contract Agreement, dated ___________, 2022 with W. Gardner, LLC (Contractor) for the construction of public infrastructure associated with Meadow View at Twin Creeks Phase 4. Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section 212.08(6), F.S., and Rule 12A- 1.094, F.A.C.: You must initial each of the following requirements. ____ 1. The attached Purchase Order is issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works. ____ 2. The vendor's invoice will be issued directly to Governmental Entity. ____ 3. Payment of the vendor's invoice will be made directly by Governmental Entity to the vendor from public funds. ____ 4. Governmental Entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor. ____ 5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor. Governmental Entity affirms that if the tangible personal property identified in the attached Purchase Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, Governmental Entity will be liable for any tax, penalty, and interest determined to be due. I understand that if I fraudulently issue this certificate to evade the payment of sales tax I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to conviction of a third degree felony. Under the penalties of perjury, I declare that I have read the foregoing Certificate and the facts stated in it are true. ________________________________ ______________________ Signature of Authorized Representative Title ________________________________ ______________________ Purchaser's Name (Print or Type) Date Federal Employer Identification Number: _____________________ Telephone Number: ______________________________________ You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue. This Certificate of Entitlement must be retained in the vendor's and the contractor's books and records. This form supplements and supersedes (to the extent of any conflict) any prior certificates addressing the same purchase. PURCHASE REQUISITION REQUEST FORM 1. Contact Person for the material supplier. NAME: Forterra Pipe & Precast 2. ADDRESS: PO Box 842481 Dallas, Texas 75284-2481 3. TELEPHONE NUMBER: 972-263-2181 4. Manufacturer or brand, model or specification number of the item. See attached. 5. Quantity needed as estimated by CONTRACTOR. See attached. 6. The price quoted by the supplier for the construction materials identified above. See attached. 7. The sales tax associated with the price quote. $0 8. Shipping and handling insurance cost. See attached. 9. Delivery dates as established by CONTRACTOR. See attached. OWNER: Meadow View at Twin Creeks Community Development District ___________________________ _______________ Authorized Signature (Title) Date CONTRACTOR: W. Gardner, LLC ___________________________ _______________ Authorized Signature (Title) Date Attachment: Purchase Order and Schedule of Items PURCHASE ORDER THE MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT “Owner” “Seller” Owner: Meadow View at Twin Creeks CDD Seller: Address: c/o Governmental Management Services 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Address: Phone: 865-238-2622 Phone: “Project” Project Name: Meadow View at Twin Creeks, Phase 4 Contract Date: January _____, 2022, as assigned ________, 2022 Project Address: St. Johns County, Florida Description of Goods or Services – The Owner and Seller are entering into this Purchase Order Agreement for the purpose of the Owner purchasing the items (“Goods”) listed in the proposal attached as Exhibit A. Schedule – The Goods shall be delivered within days from the date of this Order. Price – $_________________________ Certificate of Exemption #________________ IN WITNESS HEREOF, the parties have executed this Order effective as of the date executed below. By executing this document below, Seller acknowledges that it has read all of the terms and provisions of this Order, including the Terms and Conditions attached hereto as Exhibit B, and agrees to deliver the Goods as described herein and comply fully with the terms and conditions hereof. MEADOW VIEW AT TWIN CREEKS CDD Owner Seller By: By: Name: Name: Title: Title: Date Executed: Date Executed: EXHIBIT A: Proposal EXHIBIT B: Terms and Conditions EXHIBIT A EXHIBIT B TERMS AND CONDITIONS 1. PRICE. The Price set forth above includes all Goods, insurance, warranties and other materials or services (including without limitation all packing, loading or freight) necessary to produce and deliver the Goods. 2. SCHEDULE. Time is of the essence with respect to this Order, and all Goods shall be produced and delivered within the times set forth in the Schedule. Owner may cancel this Order or any part thereof or reject delivery of Goods if such delivery or performance is not in material accordance with the specifications of this Order, including the Schedule. 3. DELIVERY AND INSPECTION. a. All shipments of Goods are to be made, with all shipping costs prepaid by Seller (e.g., insurance, packing, loading, freight, etc.), to the receiving point specified above. Title, and risk of loss, shall pass to Owner at the time such Goods are delivered at the Project site and accepted by Owner or Owner’s contractor, provided however that Owner shall have a reasonable opportunity to inspect such Goods prior to acceptance. b. All Goods are subject to inspection and approval by Owner at a reasonable time post-delivery. Owner may return Goods not meeting specifications (including over-shipments) at the Seller’s expense and risk. Owner will notify Seller of failure. Return authorizations for Goods not received within 30 days will deem such Goods as donations to Owner. 4. TERMS OF PAYMENT. Seller’s Invoice (“Invoice”) must be submitted before payment will be made by Owner pursuant to this Order. Owner shall make payment within 30 days of receipt of a proper invoice, and pursuant to the Local Government Prompt Payment Act, Sections 218.70 et seq., Florida Statutes (2018). Any indebtedness of Seller to Owner may, at Owner’s option, be credited against amounts owing by Owner hereunder. 5. WARRANTY. Seller shall take all necessary steps to assign any manufacturer’s warranties to the Owner. Seller warrants that the title to Goods conveyed shall be good, that the transfer of the Goods shall be rightful, and that the Goods shall be free from any security interest, lien or encumbrance. Seller further warrants that the Goods are free of any rightful claim of infringement, and shall indemnify, defend, and hold harmless the Indemnitees (defined below) against any such claim. Further, the Goods shall be new, shall be free from defects, shall be of merchantable quality, and shall be fit for the Owner’s uses. Seller agrees, without prejudice to any other rights Owner may have, to replace or otherwise remedy any defective Goods without further cost to Owner or, at Owner’s option, to reimburse Owner for its cost of replacing defective Goods. All Goods are subject to inspection by Owner before, upon, and within a reasonable time after delivery. Goods shall not be replaced without Owner’s prior written instructions. Any acceptance by Owner shall not prevent Owner from later rejecting non-conforming Goods. The warranty provided herein shall survive the completion or termination of this Order and is in addition to any warranties provided by law. 6. COMPLIANCE WITH LAW. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations. 7. INDEMNITY. To the fullest extent permitted by law, and in addition to any other obligations of Seller under the Order or otherwise, Seller shall indemnify, hold harmless, and defend Owner, Heartwood 23, LLC, and their respective officers, directors, Supervisors, Board members, employees, staff, managers, representatives, successors, and assigns of each and any of all of the foregoing entities and individuals (together, “Indemnitees”) from all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused in whole or in part by the negligence, recklessness or intentional wrongful misconduct of the Seller, or any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them, and arising out of or incidental to the performance of this Order. The Seller shall ensure that any and all subcontractors include this express provision for the benefit of the Indemnitees. The parties agree that this paragraph is fully enforceable pursuant to Florida law. In the event that this section is determined to be unenforceable, this paragraph shall be reformed to give the paragraph the maximum effect allowed by Florida law and for the benefit of the Indemnitees. The provisions of this section shall survive the completion or earlier termination of this Order, and are not intended to limit any of the other rights and/or remedies provided to the Owner hereunder. 8. INSURANCE. At all times during the term of this Order agreement, Seller, at its sole cost and expense, shall maintain insurance coverages of the types and amounts set forth below: a. Commercial general liability insurance with minimum limits of liability not less than $1,000,000. Such insurance shall include coverage for contractual liability. b. Workers’ Compensation Insurance covering all employees of Seller in statutory amounts, and employer's liability insurance with limits of not less than $1,000,000 each accident. c. Comprehensive automobile liability insurance covering all automobiles used by Seller, with limits of liability of not less than $1,000,000 each occurrence combined single limit bodily injury and property damage. 9. DEFAULT. Upon any material default by Seller hereunder, Owner may, in addition to any other remedies available to Owner at law or in equity, cancel this Order without penalty or liability by written notice to Seller. 10. LIMITATION OF LIABILITY. Nothing herein shall be construed to be a waiver of the Owner’s limit of liability contained in Section 768.28, Florida Statutes or other statute or law. 11. WAIVER. Any failure of Owner to enforce at any time, or for any period of time, any of the provisions of this Order shall not constitute a waiver of such provisions or a waiver of Owner’s right to enforce each and every provision. 12. MODIFICATIONS. This Order supersedes all prior discussions, agreements and understandings between the parties and constitutes the entire agreement between the parties with respect to the transaction herein contemplated. Changes, modifications, waivers, additions or amendments to the terms and conditions of this Order shall be binding on Owner only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of Owner. 13. APPLICABLE LAW. The validity, interpretation, and performance of this Order shall be governed by the laws of the State of Florida, in force at the date of this Order. Where not modified by the terms herein, the provisions of Florida’s enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction. 14. MECHANIC’S LIENS. Notwithstanding that Owner is a local unit of special purpose government and not subject to the lien provisions of Chapter 713, Florida Statutes, Seller agrees to keep the District’s property free of all liens, including equitable liens, claims or encumbrances (collectively, “Liens”) arising out of the delivery of any Goods by Seller, and shall furnish Owner with appropriate lien waivers from all potential claimants upon request of Owner. If any Liens are filed, Owner may without waiving its rights based on such breach by Seller or releasing Seller from any obligations hereunder, pay or satisfy the same and in such event the sums so paid by Owner shall be due and payable by Seller immediately and without notice or demand, with interest from the date paid by Owner through the date paid by Seller, at the highest rate permitted by law. 15. PERMITS AND LICENSES. Before commencing performance hereunder, Seller shall obtain all permits, approvals, certificates and licenses necessary for the proper performance of this Order and pay all fees and charges therefore. The originals of all such documents shall be delivered to Owner upon receipt by Seller. 16. PARTIAL INVALIDITY. If in any instance any provision of this Order shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms. 17. ASSIGNMENT AND SUBCONTRACTING. This Order shall not be assigned or transferred by Seller without prior written approval by Owner, and any attempted assignment or transfer without such consent shall be void. 18. RELATIONSHIP. The relationship between Owner and Seller shall be that of independent contractor, and Seller, its agents and employees, shall under no circumstances be deemed employees, agents or representatives of Owner. 19. NOTICES. Any notice, approval or other communication required hereunder must be in writing and shall be deemed given if delivered by hand or mailed by registered mail or certified mail addressed to the parties hereto as indicated on page 1. 20. PUBLIC ENTITY CRIMES. Seller certifies, by acceptance of this purchase order, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction per the provisions of section 287.133(2)(a), Florida Statutes. 21. SCRUTINIZED COMPANIES. Supplier certifies, by acceptance of this purchase order, that neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, and in the event such status changes, Seller shall immediately notify Owner. 22. TERMINATION. Notwithstanding anything herein to the contrary, Owner shall have the right, at its sole election, to terminate this Order for any cause whatsoever upon the delivery of written notice to Seller. Upon such termination, Seller shall have no remedy against Owner, other than for payment of Goods already produced pursuant to specific written direction by Owner pursuant to Section 2 above, subject to any offsets or claims that Owner may have. 23. PUBLIC RECORDS. Seller acknowledges that this Agreement and all the documents pertaining thereto may be public records and subject to the provisions of Chapter 119, Florida Statutes. 24. CONFLICTS. To the extent of any conflict between this document and the Purchase Order or Exhibit A, this document shall control. CERTIFICATE OF ENTITLEMENT The undersigned authorized representative of the Meadow View at Twin Creeks Community Development District (hereinafter "Governmental Entity"), Florida Consumer's Certificate of Exemption Number _____________________, affirms that the tangible personal property purchased pursuant to a Purchase Order from __________________ (Vendor) will be incorporated into or become a part of a public facility as part of a public works contract pursuant to that certain Contract Agreement, dated ___________, 2022 with W. Gardner, LLC (Contractor) for the construction of public infrastructure associated with Meadow View at Twin Creeks Phase 4. Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section 212.08(6), F.S., and Rule 12A- 1.094, F.A.C.: You must initial each of the following requirements. ____ 1. The attached Purchase Order is issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works. ____ 2. The vendor's invoice will be issued directly to Governmental Entity. ____ 3. Payment of the vendor's invoice will be made directly by Governmental Entity to the vendor from public funds. ____ 4. Governmental Entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor. ____ 5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor. Governmental Entity affirms that if the tangible personal property identified in the attached Purchase Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, Governmental Entity will be liable for any tax, penalty, and interest determined to be due. I understand that if I fraudulently issue this certificate to evade the payment of sales tax I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to conviction of a third degree felony. Under the penalties of perjury, I declare that I have read the foregoing Certificate and the facts stated in it are true. ________________________________ ______________________ Signature of Authorized Representative Title ________________________________ ______________________ Purchaser's Name (Print or Type) Date Federal Employer Identification Number: _____________________ Telephone Number: ______________________________________ You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue. This Certificate of Entitlement must be retained in the vendor's and the contractor's books and records. This form supplements and supersedes (to the extent of any conflict) any prior certificates addressing the same purchase. PURCHASE REQUISITION REQUEST FORM 1. Contact Person for the material supplier. NAME: Core & Main 2. ADDRESS: 6854 Distribution Ave S Jacksonville, Florida 32256 3. TELEPHONE NUMBER: 904-268-7007 4. Manufacturer or brand, model or specification number of the item. See attached. 5. Quantity needed as estimated by CONTRACTOR. See attached. 6. The price quoted by the supplier for the construction materials identified above. See attached. 7. The sales tax associated with the price quote. $0 8. Shipping and handling insurance cost. See attached. 9. Delivery dates as established by CONTRACTOR. See attached. OWNER: Meadow View at Twin Creeks Community Development District ___________________________ _______________ Authorized Signature (Title) Date CONTRACTOR: W. Gardner, LLC ___________________________ _______________ Authorized Signature (Title) Date Attachment: Purchase Order and Schedule of Items PURCHASE ORDER THE MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT “Owner” “Seller” Owner: Meadow View at Twin Creeks CDD Seller: Address: c/o Governmental Management Services 475 West Town Place, Suite 114 St. Augustine, Florida 32092 Address: Phone: 865-238-2622 Phone: “Project” Project Name: Meadow View at Twin Creeks, Phase 4 Contract Date: January _____, 2022, as assigned ________, 2022 Project Address: St. Johns County, Florida Description of Goods or Services – The Owner and Seller are entering into this Purchase Order Agreement for the purpose of the Owner purchasing the items (“Goods”) listed in the proposal attached as Exhibit A. Schedule – The Goods shall be delivered within days from the date of this Order. Price – $_________________________ Certificate of Exemption #________________ IN WITNESS HEREOF, the parties have executed this Order effective as of the date executed below. By executing this document below, Seller acknowledges that it has read all of the terms and provisions of this Order, including the Terms and Conditions attached hereto as Exhibit B, and agrees to deliver the Goods as described herein and comply fully with the terms and conditions hereof. MEADOW VIEW AT TWIN CREEKS CDD Owner Seller By: By: Name: Name: Title: Title: Date Executed: Date Executed: EXHIBIT A: Proposal EXHIBIT B: Terms and Conditions EXHIBIT A EXHIBIT B TERMS AND CONDITIONS 1. PRICE. The Price set forth above includes all Goods, insurance, warranties and other materials or services (including without limitation all packing, loading or freight) necessary to produce and deliver the Goods. 2. SCHEDULE. Time is of the essence with respect to this Order, and all Goods shall be produced and delivered within the times set forth in the Schedule. Owner may cancel this Order or any part thereof or reject delivery of Goods if such delivery or performance is not in material accordance with the specifications of this Order, including the Schedule. 3. DELIVERY AND INSPECTION. a. All shipments of Goods are to be made, with all shipping costs prepaid by Seller (e.g., insurance, packing, loading, freight, etc.), to the receiving point specified above. Title, and risk of loss, shall pass to Owner at the time such Goods are delivered at the Project site and accepted by Owner or Owner’s contractor, provided however that Owner shall have a reasonable opportunity to inspect such Goods prior to acceptance. b. All Goods are subject to inspection and approval by Owner at a reasonable time post-delivery. Owner may return Goods not meeting specifications (including over-shipments) at the Seller’s expense and risk. Owner will notify Seller of failure. Return authorizations for Goods not received within 30 days will deem such Goods as donations to Owner. 4. TERMS OF PAYMENT. Seller’s Invoice (“Invoice”) must be submitted before payment will be made by Owner pursuant to this Order. Owner shall make payment within 30 days of receipt of a proper invoice, and pursuant to the Local Government Prompt Payment Act, Sections 218.70 et seq., Florida Statutes (2018). Any indebtedness of Seller to Owner may, at Owner’s option, be credited against amounts owing by Owner hereunder. 5. WARRANTY. Seller shall take all necessary steps to assign any manufacturer’s warranties to the Owner. Seller warrants that the title to Goods conveyed shall be good, that the transfer of the Goods shall be rightful, and that the Goods shall be free from any security interest, lien or encumbrance. Seller further warrants that the Goods are free of any rightful claim of infringement, and shall indemnify, defend, and hold harmless the Indemnitees (defined below) against any such claim. Further, the Goods shall be new, shall be free from defects, shall be of merchantable quality, and shall be fit for the Owner’s uses. Seller agrees, without prejudice to any other rights Owner may have, to replace or otherwise remedy any defective Goods without further cost to Owner or, at Owner’s option, to reimburse Owner for its cost of replacing defective Goods. All Goods are subject to inspection by Owner before, upon, and within a reasonable time after delivery. Goods shall not be replaced without Owner’s prior written instructions. Any acceptance by Owner shall not prevent Owner from later rejecting non-conforming Goods. The warranty provided herein shall survive the completion or termination of this Order and is in addition to any warranties provided by law. 6. COMPLIANCE WITH LAW. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations. 7. INDEMNITY. To the fullest extent permitted by law, and in addition to any other obligations of Seller under the Order or otherwise, Seller shall indemnify, hold harmless, and defend Owner, Heartwood 23, LLC, and their respective officers, directors, Supervisors, Board members, employees, staff, managers, representatives, successors, and assigns of each and any of all of the foregoing entities and individuals (together, “Indemnitees”) from all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused in whole or in part by the negligence, recklessness or intentional wrongful misconduct of the Seller, or any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them, and arising out of or incidental to the performance of this Order. The Seller shall ensure that any and all subcontractors include this express provision for the benefit of the Indemnitees. The parties agree that this paragraph is fully enforceable pursuant to Florida law. In the event that this section is determined to be unenforceable, this paragraph shall be reformed to give the paragraph the maximum effect allowed by Florida law and for the benefit of the Indemnitees. The provisions of this section shall survive the completion or earlier termination of this Order, and are not intended to limit any of the other rights and/or remedies provided to the Owner hereunder. 8. INSURANCE. At all times during the term of this Order agreement, Seller, at its sole cost and expense, shall maintain insurance coverages of the types and amounts set forth below: a. Commercial general liability insurance with minimum limits of liability not less than $1,000,000. Such insurance shall include coverage for contractual liability. b. Workers’ Compensation Insurance covering all employees of Seller in statutory amounts, and employer's liability insurance with limits of not less than $1,000,000 each accident. c. Comprehensive automobile liability insurance covering all automobiles used by Seller, with limits of liability of not less than $1,000,000 each occurrence combined single limit bodily injury and property damage. 9. DEFAULT. Upon any material default by Seller hereunder, Owner may, in addition to any other remedies available to Owner at law or in equity, cancel this Order without penalty or liability by written notice to Seller. 10. LIMITATION OF LIABILITY. Nothing herein shall be construed to be a waiver of the Owner’s limit of liability contained in Section 768.28, Florida Statutes or other statute or law. 11. WAIVER. Any failure of Owner to enforce at any time, or for any period of time, any of the provisions of this Order shall not constitute a waiver of such provisions or a waiver of Owner’s right to enforce each and every provision. 12. MODIFICATIONS. This Order supersedes all prior discussions, agreements and understandings between the parties and constitutes the entire agreement between the parties with respect to the transaction herein contemplated. Changes, modifications, waivers, additions or amendments to the terms and conditions of this Order shall be binding on Owner only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of Owner. 13. APPLICABLE LAW. The validity, interpretation, and performance of this Order shall be governed by the laws of the State of Florida, in force at the date of this Order. Where not modified by the terms herein, the provisions of Florida’s enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction. 14. MECHANIC’S LIENS. Notwithstanding that Owner is a local unit of special purpose government and not subject to the lien provisions of Chapter 713, Florida Statutes, Seller agrees to keep the District’s property free of all liens, including equitable liens, claims or encumbrances (collectively, “Liens”) arising out of the delivery of any Goods by Seller, and shall furnish Owner with appropriate lien waivers from all potential claimants upon request of Owner. If any Liens are filed, Owner may without waiving its rights based on such breach by Seller or releasing Seller from any obligations hereunder, pay or satisfy the same and in such event the sums so paid by Owner shall be due and payable by Seller immediately and without notice or demand, with interest from the date paid by Owner through the date paid by Seller, at the highest rate permitted by law. 15. PERMITS AND LICENSES. Before commencing performance hereunder, Seller shall obtain all permits, approvals, certificates and licenses necessary for the proper performance of this Order and pay all fees and charges therefore. The originals of all such documents shall be delivered to Owner upon receipt by Seller. 16. PARTIAL INVALIDITY. If in any instance any provision of this Order shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms. 17. ASSIGNMENT AND SUBCONTRACTING. This Order shall not be assigned or transferred by Seller without prior written approval by Owner, and any attempted assignment or transfer without such consent shall be void. 18. RELATIONSHIP. The relationship between Owner and Seller shall be that of independent contractor, and Seller, its agents and employees, shall under no circumstances be deemed employees, agents or representatives of Owner. 19. NOTICES. Any notice, approval or other communication required hereunder must be in writing and shall be deemed given if delivered by hand or mailed by registered mail or certified mail addressed to the parties hereto as indicated on page 1. 20. PUBLIC ENTITY CRIMES. Seller certifies, by acceptance of this purchase order, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction per the provisions of section 287.133(2)(a), Florida Statutes. 21. SCRUTINIZED COMPANIES. Supplier certifies, by acceptance of this purchase order, that neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes, and in the event such status changes, Seller shall immediately notify Owner. 22. TERMINATION. Notwithstanding anything herein to the contrary, Owner shall have the right, at its sole election, to terminate this Order for any cause whatsoever upon the delivery of written notice to Seller. Upon such termination, Seller shall have no remedy against Owner, other than for payment of Goods already produced pursuant to specific written direction by Owner pursuant to Section 2 above, subject to any offsets or claims that Owner may have. 23. PUBLIC RECORDS. Seller acknowledges that this Agreement and all the documents pertaining thereto may be public records and subject to the provisions of Chapter 119, Florida Statutes. 24. CONFLICTS. To the extent of any conflict between this document and the Purchase Order or Exhibit A, this document shall control. CERTIFICATE OF ENTITLEMENT The undersigned authorized representative of the Meadow View at Twin Creeks Community Development District (hereinafter "Governmental Entity"), Florida Consumer's Certificate of Exemption Number _____________________, affirms that the tangible personal property purchased pursuant to a Purchase Order from __________________ (Vendor) will be incorporated into or become a part of a public facility as part of a public works contract pursuant to that certain Contract Agreement, dated ___________, 2022 with W. Gardner, LLC (Contractor) for the construction of public infrastructure associated with Meadow View at Twin Creeks Phase 4. Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section 212.08(6), F.S., and Rule 12A- 1.094, F.A.C.: You must initial each of the following requirements. ____ 1. The attached Purchase Order is issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works. ____ 2. The vendor's invoice will be issued directly to Governmental Entity. ____ 3. Payment of the vendor's invoice will be made directly by Governmental Entity to the vendor from public funds. ____ 4. Governmental Entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor. ____ 5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor. Governmental Entity affirms that if the tangible personal property identified in the attached Purchase Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, Governmental Entity will be liable for any tax, penalty, and interest determined to be due. I understand that if I fraudulently issue this certificate to evade the payment of sales tax I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to conviction of a third degree felony. Under the penalties of perjury, I declare that I have read the foregoing Certificate and the facts stated in it are true. ________________________________ ______________________ Signature of Authorized Representative Title ________________________________ ______________________ Purchaser's Name (Print or Type) Date Federal Employer Identification Number: _____________________ Telephone Number: ______________________________________ You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue. This Certificate of Entitlement must be retained in the vendor's and the contractor's books and records. This form supplements and supersedes (to the extent of any conflict) any prior certificates addressing the same purchase. MEMORANDUM To: District Manager District Engineer From: District Counsel Date: October 12, 2021 Subject: Stormwater Management Needs Analysis (Chapter 2021-194, Laws of Florida/HB53) We are writing with an update regarding the new law requiring special districts that either own or operate stormwater management systems, stormwater management programs or wastewater services to create a 20- year needs analysis of such system(s). The Office of Economic and Demographic Research (“OEDR”) recently promulgated additional details and an excel template for reporting the stormwater needs analyses (attached hereto for reference). Similar documents for the wastewater needs analyses will be available soon at which time we will again supplement this memorandum. A brief summary of the new law and its requirements were set forth in our previous memorandum, attached to this memorandum for your reference in Exhibit A. Please feel free to contact us with any questions. When is the deadline? For both wastewater and stormwater, the first analysis must be submitted by June 30, 2022 and updated every five (5) years thereafter. The needs analysis, along with the methodology and any supporting data necessary to interpret the results, must be submitted to the county in which the largest portion of the service area or stormwater system is located. What steps should the District take? • District engineers should review the stormwater needs analysis excel workbook and submit a work authorization for approval by the District’s Board prior to commencing work. We recommend presenting the work authorization to the Board as soon as is practical, but no later than the first quarter of 2022. • District managers should review the stormwater needs analysis excel workbook and start entering information that is readily available. The district manager may be able to complete the “background information” section and provide data on stormwater O&M expenditures, among other assistance. • Once the work authorization is approved, the district manager should work with the district engineer to complete the remainder of the stormwater needs analyses with the final version submitted to the District no later than May 15, 2022. • In some cases, districts may require outside consulting or evaluation to complete the needs analyses. Since the necessity of this additional step may not be immediately apparent, we recommend that district managers begin coordinating with their engineers as soon as possible. Stormwater Needs Analysis Resources from OEDR • OEDR website http://edr.state.fl.us/Content/natural-resources/stormwaterwastewater.cfm • Excel Workbook (stormwater needs analysis reporting template) http://edr.state.fl.us/Content/natural-resources/Stormwater_Needs_Analysis.xlsx (last updated October 8, 2021) • PDF Version for (essentially the same as the Excel workbook) http://edr.state.fl.us/Content/natural-resources/Stormwater_Needs_Analysis.pdf (last updated October 8, 2021) Wastewater Needs Analysis Resources from OEDR • Forthcoming. MEMORANDUM To: From: Date: Subject: District Manager, District Engineer District Counsel September 7, 2021 Wastewater Services and Stormwater Management Needs Analysis (Chapter 2021-194, Laws of Florida/HB53) We are writing to inform you of a new law requiring special districts that either own or operate stormwater management systems, stormwater management programs or wastewater services to create a 20-year needs analysis of such system(s). The requirements relating to wastewater services are found in Section 4 of Chapter 2021-194, Laws of Florida, creating Section 403.9301, Florida Statutes, and the requirements relating to stormwater management programs and systems are found in Section 5 of Chapter 2021-194, Laws of Florida, creating Section 403.9302, Florida Statutes (attached hereto for reference). A brief summary of the new law and its requirements is set forth below. Please feel free to contact us with any questions. What is required? The Office of Economic and Demographic Research (“OEDR”) is expected to promulgate additional details about the requirements of the needs analyses. However, certain general requirements are set forth in the new law. For wastewater services, the needs analysis must include: a) A detailed description of the facilities used to provide wastewater services. b) The number of current and projected connections and residents served calculated in 5-year increments. c) The current and projected service area for wastewater services. d) The current and projected cost of providing wastewater services calculated in 5-year increments. e) The estimated remaining useful life of each facility or its major components. f) 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. g) The local government’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 local government expects to close any projected funding gap. For stormwater management programs and stormwater management systems, the needs analysis must include: a) A detailed description of the stormwater management program or stormwater management system and its facilities and projects. b) The number of current and projected residents served calculated in 5-year increments. c) The current and projected service area for the stormwater management program or stormwater management system. d) The current and projected cost of providing services calculated in 5-year increments. e) The estimated remaining useful life of each facility or its major components. f) 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. g) The local government’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 local government expects to close any projected funding gap. When is the deadline? For both wastewater and stormwater, the first analysis must be created by June 30, 2022, and the analysis must be updated every five (5) years thereafter. The needs analysis, along with the methodology and any supporting data necessary to interpret the results, must be submitted to the county in which the largest portion of the service area or stormwater system is located. What steps should districts take? District engineers and district managers should begin by evaluating what information is already available to the district, and what new information may need to be gathered. Each district should approve a work authorization for their district engineer to create the needs analysis report and should consider proposals for any outside consulting or evaluation that may be necessary, though in most cases we expect this will not be required. In order to provide ample time for completion of the necessary needs analysis reports, we recommend presenting these items for board consideration no later than the first quarter of 2022, or as soon thereafter as is practical. OEDR is anticipated to provide further guidelines for the reporting requirements, none of which we expect to be particularly burdensome, and which will likely include information readily available to districts’ engineering and/or environmental professionals. Once we receive further guidance, we will supplement this informational memorandum. MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT REQUISITION SUMMARY 2019 Bond Series 2021 Bond Series Thursday, December 2, 2021 2019 BONDS TO BE RATIFIED 9/8/2021 491 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 199426 1,845.00 $ 9/8/2021 492 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 199428 $ 360.00 9/8/2021 493 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 199429 $ 1,834.75 9/8/2021 494 ETM Beacon Lake - Phase 3B Revised Lot Layout (WA#25) Invoice 199430 $ 794.75 9/8/2021 495 Basham Lucas Beacon Lake Community Park - Invoice 8581 $ 634.90 9/8/2021 496 Smith Trucking Company, Inc. Sports park clean up - Invoice 80950 $ 5,625.00 9/8/2021 497 Atlantic Pipe Services, LLC Beacon Lakes - Electrical Work Invoice 21-0572-1 $ 2,885.00 9/8/2021 498 J2W Services, LLC Miscellanous repair services - Invoice 1039 $ 90,282.90 10/22/2021 499 West Orange Nurseries, Inc. Contractor Application for Payment #7 - Beacon Lake Phase 3A $ 67,590.45 10/22/2021 500 West Orange Nurseries, Inc. Contractor Application for Payment #8 - Beacon Lake Phase 3A $ 93,522.04 10/22/2021 501 Atlantic Pipe Services, LLC Beacon Lakes - Electrical Work Invoice 21-0572-2 $ 3,260.00 10/22/2021 502 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 199837 $ 1,954.25 10/22/2021 503 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 199836 $ 96.60 10/22/2021 504 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 199833 $ 698.40 TOTAL 2019 REQUISITIONS TO BE RATIFIED $271,384.04 2021 BONDS TO BE RATIFIED 11/30/2021 2 Hughes Brothers Construction, Inc. Contractor Application for Payment #16 - Beacon Lake Phase 3A $ 50,629.62 11/30/2021 3 Quantum Electrical Contractors, Inc. Bore for broken power conduit (586 Windermere Way) Invoice BeaconBore1 $ 6,145.00 11/30/2021 4 Quantum Electrical Contractors, Inc. Bore for Irrigation at Beacon Lakes - Invoice BeaconBore2 $ 5,435.00 11/30/2021 5 Hughes Brothers Construction, Inc. Beacon Phase 2 Extra Work - Invoice 11194 $ 4,565.75 11/30/2021 6 Hughes Brothers Construction, Inc. Beacon Phase 3A Parkway Extra Work - Invoice 11195 $ 14,889.49 12/2/2021 7 Gemini Engineering & Sciences, Inc. Phase 2 and Phase 3A LOMR - Invoice 5 $ 1,500.00 12/2/2021 8 Hughes Brothers Construction, Inc. Contractor Application for Payment #17 - Beacon Lake Phase 3A $ 68,640.26 12/2/2021 9 Basham Lucas Lakeside Park at Beacon Lake - Invoice 8652 $ 1,319.24 12/2/2021 10 Clary & Associates, Inc. Beacon Lake Phase 3B Map & Description of Assessment Area - Invoice 2021-953 $ 650.00 12/2/2021 11 Clary & Associates, Inc. Beacon Lake Parkway Extension: Plat Preparartion - Invoice 2021-571 $ 2,800.00 12/2/2021 12 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200115 (October 2021) $ 495.00 12/2/2021 13 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 200114 (October 2021) $ 810.00 12/2/2021 14 ETM Twin Creeks Heartwood DRI BMR (2019-2020) Invoice 199181 $ 4,376.75 12/2/2021 15 ETM Twin Creeks Heartwood DRI BMR (2019-2020) Invoice 198951 $ 3,750.00 TOTAL 2021 REQUISITIONS TO BE RATIFIED $81,664.86 2021 BONDS TO BE APPROVED 1/20/2022 16 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 200529 (Nov 2021) $ 533.00 1/20/2022 17 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200530 (Nov 2021) $ 675.00 1/20/2022 18 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 200929 (Dec 2021) $ 575.26 1/20/2022 19 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200931 (Dec 2021) $ 1,276.37 1/20/2022 20 Dream Group USA Beacon Lake - Invoice 000452- Balance Remaining $ 7,502.50 TOTAL 2021 REQUISITIONS TO BE APPROVED $10,562.13 TOTAL REQUISITIONS TO BE APPROVED January 20, 2022 $363,611.03 MEADOWVIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2022 ASSESSMENT RECEIPTS ASSESSED # UNITS SERIES 2016A-1 DEBT SERVICE NET SERIES 2018A-1 DEBT SERVICE NET SERIES 2019A-1 DEBT SERVICE NET SERIES 2020A-1 DEBT ASMT NET (2) SERIES 2021 DEBT ASMT NET (2) FY22 O&M NET TOTAL ASSESSED HEARTWOOD 23 LLC 200 - - - 24,537.13 2 4,537.13 DREAM FINDERS 299 - - 36,683.01 3 6,683.01 TOTAL DIRECT INVOICE 499 - - - - - 61,220.13 61,220.13 TAX ROLL ASSESSED 977 443,364.15 612,533.25 257,353.12 113,041.11 - 6 39,571.77 2,065,863.40 TOTAL ASSESSED 1,476 443,364.15 612,533.25 257,353.12 113,041.11 - 7 00,791.90 2,127,083.53 DUE / RECEIVED BALANCE DUE SERIES 2016A-1 DEBT SERVICE RECEIVED SERIES 2018A-1 DEBT SERVICE RECEIVED SERIES 2019A-1 DEBT SERVICE RECEIVED SERIES 2020A-1 DEBT SERVICE RECEIVED SERIES 2021 DEBT SERVICE RECEIVED O&M RECEIVED TOTAL RECEIVED HEARTWOOD 23 LLC 1 8,402.85 - - - 6,134.28 6,134.28 DREAM FINDERS 3 6,683.01 - - - DIRECT RECEIPTS 55,085.85 - - - - - 6,134.28 6 ,134.28 TAX ROLL RECEIPTS 1,162,630.21 193,846.90 267,810.72 112,519.47 49,423.64 - 2 79,632.46 903,233.19 TOTAL RECEIPTS 1,217,716.06 193,846.90 267,810.72 112,519.47 49,423.64 - 2 85,766.74 909,367.47 TAX ROLL RECEIPTS DISTRIBUTION DATE SERIES 2016A-1 DEBT SERVICE RECEIVED SERIES 2018A-1 DEBT SERVICE RECEIVED SERIES 2019A-1 DEBT SERVICE RECEIVED SERIES 2020A-1 DEBT ASMT RECEIVED SERIES 2021 DEBT ASMT RECEIVED O&M RECEIVED TOTAL RECEIVED 1 11/4/2021 329.62 455.39 191.33 84.04 - 4 75.48 1,535.86 2 11/17/2021 7,032.17 9,715.35 4,081.86 1,792.94 - 10,144.22 3 2,766.54 3 11/22/2021 3 0,118.79 4 1,610.85 1 7,482.61 7,679.15 - 43,447.65 140,339.05 4 12/8/2021 100,690.43 139,109.66 5 8,446.30 2 5,672.26 - 145,250.24 469,168.89 5 12/20/2021 5 5,675.89 7 6,919.47 3 2,317.37 1 4,195.25 - 80,314.87 259,422.85 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - TOTAL TAX ROLL RECEIPTS 193,846.90 267,810.72 112,519.47 4 9,423.64 - 279,632.46 903,233.19 DIRECT INVOICE INSTALLMENTS DUE 10/1/21, 1/1/22, 4/1/22, 7/1/22 FOR O&M AND 4/15/22, 10/15/22 FOR D/S THERE IS AN ADDITIONAL $716,009 DUE FOR DEVELOPER CONTRIBUTION PERCENT COLLECTED DIRECT PERCENT COLLECTED TAX ROLL PERCENT COLLECTED TOTAL 0% 0% 0% 0% 0% 10.0% 10.0% 44% 44% 44% 44% 0% 43.7% 43.7% 44% 44% 44% 44% 0% 40.8% 42.8% MEADOW VIEW AT TWIN CREEKS COMMUNITY DEVELOPMENT DISTRICT REQUISITION SUMMARY 2019 Bond Series 2021 Bond Series Thursday, December 2, 2021 2019 BONDS TO BE RATIFIED 9/8/2021 491 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 199426 1,845.00 $ 9/8/2021 492 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 199428 $ 360.00 9/8/2021 493 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 199429 $ 1,834.75 9/8/2021 494 ETM Beacon Lake - Phase 3B Revised Lot Layout (WA#25) Invoice 199430 $ 794.75 9/8/2021 495 Basham Lucas Beacon Lake Community Park - Invoice 8581 $ 634.90 9/8/2021 496 Smith Trucking Company, Inc. Sports park clean up - Invoice 80950 $ 5,625.00 9/8/2021 497 Atlantic Pipe Services, LLC Beacon Lakes - Electrical Work Invoice 21-0572-1 $ 2,885.00 9/8/2021 498 J2W Services, LLC Miscellanous repair services - Invoice 1039 $ 90,282.90 10/22/2021 499 West Orange Nurseries, Inc. Contractor Application for Payment #7 - Beacon Lake Phase 3A $ 67,590.45 10/22/2021 500 West Orange Nurseries, Inc. Contractor Application for Payment #8 - Beacon Lake Phase 3A $ 93,522.04 10/22/2021 501 Atlantic Pipe Services, LLC Beacon Lakes - Electrical Work Invoice 21-0572-2 $ 3,260.00 10/22/2021 502 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 199837 $ 1,954.25 10/22/2021 503 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 199836 $ 96.60 10/22/2021 504 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 199833 $ 698.40 TOTAL 2019 REQUISITIONS TO BE RATIFIED $271,384.04 2021 BONDS TO BE RATIFIED 11/30/2021 2 Hughes Brothers Construction, Inc. Contractor Application for Payment #16 - Beacon Lake Phase 3A $ 50,629.62 11/30/2021 3 Quantum Electrical Contractors, Inc. Bore for broken power conduit (586 Windermere Way) Invoice BeaconBore1 $ 6,145.00 11/30/2021 4 Quantum Electrical Contractors, Inc. Bore for Irrigation at Beacon Lakes - Invoice BeaconBore2 $ 5,435.00 11/30/2021 5 Hughes Brothers Construction, Inc. Beacon Phase 2 Extra Work - Invoice 11194 $ 4,565.75 11/30/2021 6 Hughes Brothers Construction, Inc. Beacon Phase 3A Parkway Extra Work - Invoice 11195 $ 14,889.49 12/2/2021 7 Gemini Engineering & Sciences, Inc. Phase 2 and Phase 3A LOMR - Invoice 5 $ 1,500.00 12/2/2021 8 Hughes Brothers Construction, Inc. Contractor Application for Payment #17 - Beacon Lake Phase 3A $ 68,640.26 12/2/2021 9 Basham Lucas Lakeside Park at Beacon Lake - Invoice 8652 $ 1,319.24 12/2/2021 10 Clary & Associates, Inc. Beacon Lake Phase 3B Map & Description of Assessment Area - Invoice 2021-953 $ 650.00 12/2/2021 11 Clary & Associates, Inc. Beacon Lake Parkway Extension: Plat Preparartion - Invoice 2021-571 $ 2,800.00 12/2/2021 12 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200115 (October 2021) $ 495.00 12/2/2021 13 ETM Twin Creeks (Beacon Lakes Phase 3B) CDD Engineering Report (WA#23) Invoice 200114 (October 2021) $ 810.00 12/2/2021 14 ETM Twin Creeks Heartwood DRI BMR (2019-2020) Invoice 199181 $ 4,376.75 12/2/2021 15 ETM Twin Creeks Heartwood DRI BMR (2019-2020) Invoice 198951 $ 3,750.00 TOTAL 2021 REQUISITIONS TO BE RATIFIED $81,664.86 2021 BONDS TO BE APPROVED 1/20/2022 16 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 200529 (Nov 2021) $ 533.00 1/20/2022 17 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200530 (Nov 2021) $ 675.00 1/20/2022 18 ETM Beacon Lakes Phase 3A (CEI Services) WA#17 - Invoice 200929 (Dec 2021) $ 575.26 1/20/2022 19 ETM Beacon Lake-Phase 3B CEI Services (WA#24) Invoice 200931 (Dec 2021) $ 1,276.37 1/20/2022 20 Dream Group USA Beacon Lake - Invoice 000452- Balance Remaining $ 7,502.50 TOTAL 2021 REQUISITIONS TO BE APPROVED $10,562.13 TOTAL REQUISITIONS TO BE APPROVED January 20, 2022 $363,611.03