ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT LEE COUNTY REGULAR BOARD MEETING JANUARY 18, :00 A.M.

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1 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT LEE COUNTY REGULAR BOARD MEETING JANUARY 18, :00 A.M. Special District Services, Inc Riverview Center Boulevard, #253 Bonita Springs, FL Telephone 877.SDS.4922 Toll Free Facsimile

2 AGENDA ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT Plantation Golf & Country Club Dartington Drive Fort Myers, Florida REGULAR BOARD MEETING January 18, :00 a.m. A. Call to Order B. Proof of Publication..Page 1 C. Establish Quorum D. Consider Board Member Resignations and Appointments to Vacancies.Page 2 E. Additions or Deletions to Agenda F. Comments from the Public for Items not on the Agenda G. Approval of Minutes 1. December 21, 2015 Regular Board Meeting Minutes...Page 3 H. Old Business 1. Discussion Regarding Pond Issues along Treeline across from Plantation 2. Update Regarding Matters Related to ACOE Permit and Impacts on Privately-Owned Wetlands 3. Update Regarding Street Lighting 4. Consider Approval of Agreement Between the District and OnPower Services, LLC, for Street Light Maintenance Services Page 9 I. New Business J. Auditor Selection Committee 1. Proof of Publication...Page Ranking of Proposals/Consider Selection of an Auditor...Page 18 K. Administrative Matters 1. Financial Update..Page 20 L. Board Members Comments M. Adjourn

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5 A. CALL TO ORDER ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 The December 21, 2015, Regular Board Meeting of the Arborwood Community Development District was called to order at 10:00 a.m. in the Plantation Golf & Country Club located at Dartington Drive, Fort Myers, Florida B. PROOF OF PUBLICATION Proof of publication was presented that notice of the Regular Board Meeting had been published in the Fort Myers News-Press on December 11, 2015, as legally required. C. ESTABLISH A QUORUM It was determined that the attendance of the following Supervisors constituted a quorum and it was in order to proceed with the meeting: Chairman Terry Hammond Present Vice Chairman John Hamilton Present Supervisor Lawrence Carr Present Supervisor Joan Pattison Present Supervisor Mark Vincent Present Staff members in attendance were: District Manager Kathleen Dailey Special District Services, Inc. General Counsel Wes Haber (via telephone) Hopping Green & Sams, P.A. Also present were the following: Josh Evans of J.R. Evans Engineering; Mary Bennewate of Evergreen; and David Caldwell of WCI. D. ADDITIONS OR DELETIONS TO THE AGENDA Mr. Hamilton requested the addition of two items under Old Business: #4 Status of Deeds and #5 Update on Sign Removal. The consensus of the Board agreed to both additions. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA There were no comments from the public for items not on the agenda. F. APPROVAL OF MINUTES 1. November 16, 2015, Regular Board Meeting The November 16, 2015, Regular Board Meeting minutes were presented for approval. Page 1 of 6 Page 3

6 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 Mr. Carr and Mr. Hamilton advised of the following typos: Item G2a 2 nd line should read use of instead of se ; and Item G2b 4 th line should read rank instead of rack. A motion was then made by Mr. Vincent, seconded by Mr. Carr and passed unanimously approving the minutes of the November 16, 2015, Regular Board Meeting, as amended. G. OLD BUSINESS 1. Discussion Regarding Pond Issues Along Treeline, Across from Plantation Mr. Haber indicated that he did not have an update. Mr. Hammond stated that he had contacted Mike Kennedy who had not yet received any response on the matter. Mr. Hammond stated that the CDD only receive last minute notification regarding the zoning hearing and the Board continues to not have good representation from the engineer. Mr. Haber recommended that the CDD continue to monitor the work going on at the pond and suggested sending a letter to the landowner giving them notice of the CDD s interest in the property and requesting notification of all meetings regarding the property. Mr. Carr stated that he was concerned that the staff report on the property outlined nearby uses and made no mention of the CDD ownership of the lake and preservation land. Mr. Haber expressed that he did not see how a change in zoning would impact the pond, but that he had looked into the notice requirements and failure to notice is not considered a default. Mr. Hammond opined that he is simply concerned that there has been no response from the landowner or from South Florida Water Management District. A motion was made by Mrs. Pattison, seconded by Mr. Carr and passed unanimously authorizing the attorney to send a notice to the landowner requiring that the CDD be noticed of any meetings impacting the pond area with a courtesy copy to the County. Mrs. Pattison asked that Mr. Haber continue to research how a hearing is held and for Ms. Dailey to try to obtain a copy of the minutes from the zoning hearing on the property. Mr. Hamilton asked what the long term benefit is to keeping the property and there was discussion on selling it versus giving another public entity ownership. Mr. Carr stated that he had issues with the appraisal, never given a value as an abutting parcel, but only as a stand-alone property. Mr. Hammond stated that the Board needs to be focused on what they can do now and its current interests. There was a consensus for Mr. Evans to look into the issues on this property and Mr. Haber opined that perhaps, with Mr. Evans local connections, he could prepare a letter which may have more impact and pressure. 2. Consider Matters Related to Army Corps of Engineers Permit and Impacts on Privately-Owned Wetlands Mr. Haber stated that the CDD was in possession of fully executed indemnification agreements from all three property owners and that they are currently all paying for the issue of a bat habitat study. 3. Update Regarding Street Lighting Page 2 of 6 Page 4

7 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 Mr. Carr asked about the shields, as the Board had approved $6,000 for extra shielding of lights. Mr. Hammond opined that there has not been any additional invoicing and that our contract is with Stantec, not Norm Trebilcock. Mr. Evans noted that he works with Mr. Trebilcock and advised that he would look into the matter. 4. Status of Deeds and Records Mr. Haber stated that there had been some progress, as s and documents had been exchanged with Pulte. He indicated that he was in the process of reviewing the documents and would forward the correspondence to Mr. Evans. 5. Update on Sign Removal Mr. Hammond stated that he had sent an to Mike Kennedy, who responded that the project has been completed. Mr. Carr indicated that there is still a light fixture on the ground to which Mr. Hammond responded that he would follow up with the engineer. H. NEW BUSINESS 1. Consider Approval of Agreement with J.R. Evans Engineering Mr. Haber went over the contract and indicated that the rates are the same Mr. Evans uses with all CDDs. Mr. Carr asked if it is standard that incidentals are actual costs plus 15% and Mr. Evans responded affirmatively. 2. Consider Approval of WCI Requested Nature Trails on Conservation Area Mr. Caldwell requested that the Board consider allowing the building of nature trails in the conservation areas of Parcel C in the Arborwood preserve. Mr. Vincent asked if WCI would be responsible for all costs, maintenance and liability. Mr. Caldwell responded affirmatively indicating that those contingencies could be included in the agreement. Mr. Hamilton expressed his general opposition, indicating that he felt the preserves should be left as preserves and allowing human access could take away from the habitat in those areas. Mr. Carr opined that in the Army Corps of Engineers permit there is strong language that the land is to be kept in a natural state so he does not believe trails would be allowable under the current permit. Mr. Carr stated that, contingent on the Board s approval, WCI would be attempting to permit the project to reconcile the trails. Mrs. Pattison opined that she felt it was a great idea, but that the trails should be built on WCI s own property. A motion was made by Mr. Hamilton, seconded by Mrs. Pattison to deny WCI s request for nature trails in conservation areas of Parcel C. Upon being put to a vote, the motion carried on a vote of 4 to 1 with Mr. Vincent dissenting. After the vote, Mr. Carr brought up another matter, asking if the Board had any objection to WCI putting additional landscape in the median at the intersection of the Arborwood preserve and Page 3 of 6 Page 5

8 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 Plantation. He indicated that the ROW was owned by the City and the consensus of the Board was that they had no objection. 3. Consider Approval of Agreement between the District and OnPower Services, LLC, for Street Light Maintenance Services Mr. Haber went over the agreement and the costs. He explained that these were the same prices quoted for the City of Naples, who had previously bid street light maintenance. Mr. Haber stated that OnPower would be conducting monthly inspections, which is estimated to take two hours or $140. Mr. Hammond opined that he liked the idea of scheduled inspections so that problems are caught early. Mr. Haber stated that he could add a clause to the agreement indicating a not to exceed amount to fix issues without first coming to the Board or Chair for approval, noting that items under warranty do not fall under this contract. Mr. Haber also suggested adding a clause that if the City takes over the lights, the contract becomes void concerning those lights. A motion was made by Mr. Hamilton, seconded by Mr. Carr and passed unanimously approving up to 2 hours inspection time per month and that any repairs in excess of $1,000 will first require Chair approval. 4. Discussion Regarding Recent Tree Cutting in the Somerset Preserves Mr. Hamilton indicated that he had discovered the problem and reported it to the Manager and the HOA. Ms. Bennewate stated that there had been some cutting of trees by the golf course superintendent and crew in the preserve on the golf course. She indicated that she met with them as they did not know it was something they should not have been doing and advised of the process of notifying the HOA. Mr. Haber stated that it is the CDD s position that the work was not authorized and therefore, the golf course should be put on notice that they are responsible for any damages and fines. Mr. Carr felt that this was a recurring issue between the golf course and Mainscape and that the District needs to make them aware of the District s obligations versus their obligations; otherwise the District will always operate in a reactive mode. Mr. Evans suggested that he speak to Passarella to advise the Board on what to do with giving notice. He indicated that the best course of action is to have the golf course remediate. Mr. Haber stated that the CDD should obtain something from the golf course that they will hold the CDD harmless and will do remediation. It was suggested that Mr. Hamilton work with staff and the golf course to make sure the issue is resolved. Mr. Haber suggested the golf course hire Passarella and foot the bill to fix the problem and handle any fines. Mr. Hamilton suggested that another Board Member take this responsibility and Mr. Carr offered to coordinate a meeting with the golf course. There was a consensus of the Board to allow Mr. Carr to do so on behalf of the Board and to ask the golf course representatives to report at the next CDD meeting. 5. Discuss Inviting WETPLAN to Make a Presentation Regarding Ponds Mr. Carr suggested that the Board Members check out WETPLAN.org as they go around and do educational training on neighborhood lakes and ponds. He recommended that the Board Page 4 of 6 Page 6

9 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 Members attend one of their presentations or have them make a presentation at a future Board Meeting. He believes they are a free resource the Board may be able to use. I. ADMINISTRATIVE MATTERS Mr. Hamilton asked Mr. Evans if there is a way to figure out what the CDD owns, as there seems to be confusion as to who is responsible for what. Mr. Evans stated that he could prepare an ownership exhibit once he obtains the CADD files from Stantec. Mr. Haber indicated that he had received a phone call from Greenburg Traurig on the IRS inquiry. He will follow up and provide more information in the near future. J. BOARD MEMBER COMMENTS Mr. Vincent suggested that the Board have Mr. Evans look into the possibility of selling the Treeline property and the issues involved. Mr. Evans indicated that he would need to look at the permits and if there are easements over the property. There was a consensus of the Board to authorize Mr. Evans to investigate this area, which he said he would be doing anyway, as the District s new engineer. K. ADJOURNMENT There being no further business to come before the Board, the Regular Board Meeting was adjourned at 12:12 p.m. on a motion made by Mr. Carr, seconded by Mrs. Pattison and passed unanimously. Page 5 of 6 Page 7

10 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT REGULAR BOARD MEETING DECEMBER 21, 2015 Secretary/Assistant Secretary Chair/Vice-Chair Page 6 of 6 Page 8

11 AGREEMENT BY AND BETWEEN ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT AND ONPOWER SERVICES, LLC, FOR STREET LIGHT MAINTENANCE SERVICES THIS AGREEMENT is made and entered into as of this day of, 2015, by and between: Arborwood Community Development District, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, located in Lee County, Florida (hereinafter "District"), and OnPower Services, LLC, with a mailing address of 7676 Jean Boulevard, Ft. Myers, Florida 33967, (hereinafter Contractor ). RECITALS WHEREAS, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes (the "Act"), by ordinance adopted by Lee County, Florida; and WHEREAS, the District was established for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and WHEREAS, the District has a need to retain an independent contractor to provide street light maintenance services; and WHEREAS, Contractor submitted a proposal and represents that it is properly licensed and qualified to serve as a street light maintenance contractor and provide such services to the District. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, it is agreed that the Contractor is hereby retained, authorized, and instructed by the District to perform in accordance with the following covenants and conditions, which both the District and the Contractor have agreed upon: 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Agreement. 2. SCOPE OF SERVICES & COMPENSATION. Contractor shall provide maintenance services on an as-needed basis for furnishing, installing, upgrading, emergency repair and routine maintenance of street lights as requested in writing by the District or its representative and shall be compensated in accordance with the fee schedule attached hereto as Exhibit A and incorporated herein. Should there be a need for services that are not set forth in Exhibit A, the fee for such services shall subject to negotiation between the Contractor and the District. 1 Page 9

12 3. PAYMENT TERMS. Contractor agrees to render monthly invoices to the District, in writing. These monthly invoices are due and payable within thirty (30) days of receipt by the District. Each monthly invoice will include such supporting information as the District may reasonably require the Contractor to provide. 4. MANNER OF CONTRACTOR S PERFORMANCE. The Contractor agrees, as an independent contractor, to undertake work and/or perform such services as specified in this Agreement or any addendum executed by the Parties or in any authorized written work order by the District issued in connection with this Agreement and accepted by the Contractor. All work shall be performed in a neat and professional manner reasonably acceptable to the District and shall be in accordance with industry standards. The performance of all services by the Contractor under this Agreement and related to this Agreement shall conform to any written instructions issued by the District. A. Should any work and/or services be required which are not specified in this Agreement or any addenda, but which are nevertheless necessary for the proper provision of services to the District, such work or services shall be fully performed by the Contractor as if described and delineated in this Agreement. B. The Contractor agrees that the District shall not be liable for the payment of any work or services unless the District, through an authorized representative of the District, authorizes the Contractor, in writing, to perform such work. C. The District Manager will initially act as the District s representative with respect to the services to be performed under this Agreement. The District s representative shall have complete authority to transmit instructions, receive information, interpret and define the District s policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Contractor s services. D. Contractor shall use all due care to protect the property of the District, its residents, and landowners from damage. Contractor agrees to repair any damage resulting from Contractor s activities and work within twenty-four (24) hours. 5. TERM. This Agreement shall be for a period of one year from the date first written above and may be renewed annually for two additional one year terms at a prices negotiated and agreed to in writing between the Parties. 6. INSURANCE. A. The Contractor and any subcontractor hired by Contractor to perform lake maintenance services shall maintain throughout the term of this Agreement the following insurance: 2 Page 10

13 (1) Worker s Compensation Insurance in accordance with the laws of the State of Florida. (2) Commercial General Liability Insurance covering the Contractor s legal liability for bodily injuries, with limits of not less than $1,000,000 combined single limit bodily injury and property damage liability, and including, at least, Independent Contractors Coverage for bodily injury and property damage in connection with subcontractors operation. (3) Employer s Liability Coverage with limits of at least $1,000,000 (one million dollars) per accident or disease. (4) Automobile Liability Insurance for bodily injuries in limits of not less than $1,000,000 combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Contractor of any owned, nonowned, or hired automobiles, trailers, or other equipment required to be licensed. B. The District, its staff, consultants, employees and supervisors shall be named as additional insured parties. The Contractor shall furnish the District with the Certificate of Insurance evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverages, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida. C. 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. 7. INDEMNIFICATION. Contractor agrees to indemnify, defend and hold harmless the District and its supervisors, officers, agents, staff and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or of any nature, arising out of, or in connection with, the Work to be performed by Contractor. 3 Page 11

14 8. LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section , Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. 9. COMPLIANCE WITH GOVERNMENTAL REGULATION. The Contractor shall keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances. If the Contractor fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of the Contractor or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation or an alleged violation, the District may terminate this Agreement, such termination to be effective upon the giving of notice of termination. 10. LIENS AND CLAIMS. The Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. The Contractor shall keep the District s property free from any materialmen s or mechanic s liens and claims or notices in respect to such liens and claims, which arise by reason of the Contractor s performance under this Agreement, and the Contractor shall immediately discharge any such claim or lien. In the event that the Contractor does not pay or satisfy such claim or lien within three (3) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving notice of termination. 11. 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. 12. 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. 4 Page 12

15 13. 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. 14. TERMINATION. The District shall have the right to terminate this Agreement at any time for cause or no reason at all. Contractor shall have the right to terminate this Agreement upon sixty (60) days written notice mailed to the District at the address written herein stating a failure of the District to perform in accordance with the terms of this Agreement. As the sole means of recovery for termination, Contractor shall be entitled to payment for any Work provided through the effective date of termination, subject to any offsets. Contractor shall not be entitled to lost profits or consequential damages of any kind, and, instead, Contractor s sole recourse for termination of this Agreement shall be as set forth in the preceding sentence. 15. PERMITS AND LICENSES. All permits and licenses required by any governmental agency directly for the District shall be obtained and paid for by the District. All other permits or licenses necessary for the contractor to perform under this Agreement or pursuant to applicable law or regulation shall be obtained and paid for by the Contractor. 16. ASSIGNMENT. Neither the District nor the Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such approval shall be void. 17. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the Contractor, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Contractor, if there are any, in the performance of this Agreement. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Contractor shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement. 18. 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. 19. ENFORCEMENT OF AGREEMENT. In the event that either the District or the Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including costs of collection, reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings. 5 Page 13

16 20. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and the Contractor relating to the subject matter of this Agreement. 21. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Contractor. 22. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Contractor, both the District and the Contractor have complied with all the requirements of law, and both the District and the Contractor have full power and authority to comply with the terms and provisions of this instrument. 23. 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: A. If to the District: Arborwood Community Development District Riverview Center Boulevard, Suite 253 Bonita Springs, Florida Attn: District Manager With a copy to: Hopping Green & Sams, P.A. 119 South Monroe Street, Suite 300 Post Office Box 6526 Tallahassee, Florida Attn: District Counsel B. If to the Contractor: OnPower Services, LLC 7676 Jean Blvd. Ft. Myers, Florida Attn: Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a nonbusiness day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Contractor may deliver Notice on behalf of the District and the Contractor. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein. 6 Page 14

17 24. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Contractor and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Contractor any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Contractor and their respective representatives, successors, and assigns. 25. CONTROLLING LAW. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue for any dispute shall be in a court of appropriate jurisdiction in Lee County, Florida. 26. EFFECTIVE DATE. This Agreement shall be effective after execution by both the District and the Contractor, and shall remain in effect for a term of one (1) year unless terminated by either of the District or the Contractor or extended in accordance herewith. 27. PUBLIC RECORDS. The Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may be treated as such in accordance with Florida law. 28. 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. 29. ARM S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Contractor as an arm's length transaction. The District and the Contractor participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party. 30. 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 BLANK] 7 Page 15

18 IN WITNESS WHEREOF, the parties execute this agreement as of the day and year first written above. Attest: ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT Secretary/Assistant Secretary Chairperson/Vice Chairperson ONPOWER SERVICES, LLC (Signature of Witness) Print Name Print Name Title Exhibit A: Fee Schedule 8 Page 16

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20 January 18, 2016 RE: Firms that have submitted proposals to be the District Auditor for the Arborwood Community Development District The Arborwood Community Development District is required to select an auditor to perform the audit for the District for the years ending September 30, 2015, September 30, 2016 and September 30, 2017; with an option for an additional two year renewal. In accordance with the Auditor Selection procedures as outlined by Florida Statute , the District has established the auditor selection criteria and has placed a legal advertisement requesting proposals from qualified audit firms. Four firms have sent proposals to be the District Auditor: Berger, Toombs, Elam, Gaines & Frank Carr, Riggs & Ingram Grau & Associates Sexton & Schnoll Berger, Toombs, Elam, Gaines & Frank are the current auditor for the District. They have been the District auditor since They are currently the audit firm for over forty Community Development Districts and are the co-low bidder. Carr, Riggs & Ingram is currently the auditor for over fifty Community Development Districts and are the high bidder. Grau & Associates is currently the auditor for over two hundred Community Development Districts and is the second highest bidder. Sexton & Schnoll are currently the auditor for several municipalities and is not currently auditing any Special Districts. They are the co-low bidder. Special District Services, Inc. Page 18

21 ARBORWOOD COMMUNITY DEVELOPMENT DISTRICT AUDIT RANKING SHEETS FOR FISCAL YEAR ENDING 9/30/15 Audit Firms Criteria Point Range Berger Toombs Elam Gaines & Frank Carr Riggs & Ingram Grau & Associates Sexton & Schnoll Ability of Personnel: (E.g., geographic locations of the firms headquarters of permanent office in relation to the project; capabilities and experience of key personnel; present ability to manage this project; evaluation of existing work load) Proposer's Experience: (E.g. past record and experience of the Proposer in similar projects; volume of work previously performed by the firm; past performance for other Community Development Districts in other contracts; character, integrity, reputation) Understanding of Scope of Work: Extent to which the proposal demonstrates an understanding of the District's needs for the services requested Ability to Furnish the Required Services: Extent to which the proposal demonstrates the adequacy of Proposer's financial resources and stability as a business entity necessary to complete the services required Price: Points will be awarded based upon the price bid for the rendering of the services and reasonableness of the price to the services TOTAL POINTS BID PRICE /2015 AUDIT $5, $7, $6, $5, BID PRICE /2016 AUDIT $5, $7, $6, $5, BID PRICE /2017 AUDIT $5, $7, $6, $5, BID PRICE /2018 AUDIT $7, BID PRICE /2019 AUDIT $8, COMMENTS: Currently the auditing firm for Currently the auditing firm for Currently the auditing firm for Currently the auditing firm for several more than 40 CDD's. more than 50 CDD's. more than 200 CDD's. municipalities and non-profits that receive government funding - not currently auditing any Special Districts RECOMMENDATION: Notes: 2015/2016 Budget For Audit Services is $5,700. ARB Audit Ranking Sheets Page 19

22 11:01 AM Arborwood Community Development District 01/07/16 Profit & Loss Budget vs. Actual Accrual Basis October through December 2015 Oct - Dec 15 Budget $ Over Budget % of Budget Income O & M Assessments (On-Roll) 137, , , % O&M Assessments-Off Roll-Pulte , , % O&M Assesmnts-Off Roll-GL Homes , , % O&M Assessments-Off Roll - WCI 31, , % Debt Assessments Master 1,183, ,928, , % Debt Assessments (2006A-2) 15, , , % Debt Assessments (2006A-3) 787, ,281, , % Dbt Asses-To Trustee-05-2-Mastr -1,132, ,122, , % Debt Asses-Pd To Trustee-2006A2-14, , , % Debt Asses-Pd To Trustee-2006A3-753, ,309, , % Debt Assess-Pd To Trustee-2006B -49, ,114, ,064, % Assessment Fees -6, , , % Assessment Discounts -84, , , % Debt Assess-Off Roll Mst , , % Debt Assess-Off Roll-2006A , , % Debt Assessment-Off Roll-2006 B 49, ,114, ,064, % Carryover Balance , , % Total Income 163, , , % Expense Payroll Tax Expense % Supervisor Fees 2, , , % Engineering , , % Management Fees 8, , , % Website Management , , % Legal Fees 3, , , % Assessment/Tax Roll , , % Audit Fees , , % Arbitrage Rebate Fee , , % Amortization Schedule Fee , , % Insurance 5, , % Legal Advertisements , , % Miscellaneous , , % Postage and Delivery , , % Office Supplies , , % Dues, License & Subscriptions % Trustee Fees Master 8, , , % Trustee Fees - Series , , , % Trustee Fees Series , , % Continuing Disclosure Fee , , % Lake Maintenance , , % Professional Fee & Permits (GF) , , % Electricity 3, , , % Off-Site Miti Maint(Tree Line) , , % DRI / Traffic Monitoring , , % Wetland Monitoring (Passarella) 2, , , % Off-Site Miti Maint (Panther) , , % Miti Maintenance (Parcel C) , , % Street Lighting - Utility , , % Capital Outlay - Small % Total Expense 58, , , % Net Income 104, , , ,310.8% Page 20 Page 1